<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
---------------------
SAFETY-KLEEN CORP.
(Name of Subject Company)
LAIDLAW ENVIRONMENTAL SERVICES, INC.
LES ACQUISITION, INC.
(Bidders)
---------------------
COMMON STOCK, PAR VALUE $.10 PER SHARE
(Title of Class of Securities)
50730L105
(CUSIP Number of Class of Securities)
---------------------
KENNETH WINGER
LAIDLAW ENVIRONMENTAL SERVICES, INC.
1301 GERVAIS STREET, SUITE 300
COLUMBIA, SOUTH CAROLINA 29201, (803) 933-4200
(Name, Address and Telephone Numbers of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
---------------------
<TABLE>
<S> <C>
WITH A COPY TO: WITH A COPY TO:
HERBERT S. WANDER ALAN H. PALEY
KATTEN MUCHIN & ZAVIS PAUL S. BIRD
525 WEST MONROE STREET, SUITE 1600 DEBEVOISE & PLIMPTON
CHICAGO, ILLINOIS 60661-3693 875 THIRD AVENUE
(312) 902-5200 NEW YORK, NEW YORK 10022
(212) 909-6000
</TABLE>
---------------------
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
=======================================================================================================
TRANSACTION VALUATION(1)(2) AMOUNT OF FILING FEE(3)
- -------------------------------------------------------------------------------------------------------
<C> <C>
$1,703,916,532 $340,784
=======================================================================================================
</TABLE>
(1) For purposes of calculating the filing fee only. This calculation assumes
that 64,072,067 common shares, par value $0.10 per share ("Shares"), of
Safety-Kleen Corp. ("Safety-Kleen") will be exchanged for shares of common
stock, par value $1.00 per share, of Laidlaw Environmental Services, Inc.
("Laidlaw Environmental") and cash. According to Safety-Kleen's Form 10-Q
for the period ended September 6, 1997, as of September 6, 1997, there were
issued and outstanding 58,400,729 Shares of which 601,100 Shares were owned
by a wholly-owned subsidiary of Laidlaw Environmental as of the date of the
filing of this Schedule. Based on the foregoing and assuming that (i) no
Shares have been issued since September 6, 1997 and (ii) no options or
Shares have been issued other than the 5,059,801 options to purchase Shares
reported in Safety-Kleen's Form 10-K for the period ended December 28, 1996,
the maximum number of Shares to be received in exchange would be 64,072,067.
The actual number of Shares will depend on the facts that exist on the date
of the exchange.
(2) Pursuant to Rules 0-11(d) and 0-11(a)(4) of the Securities Exchange Act of
1934, as amended, the filing fee was computed on the basis of $26.59375 per
Share, the average of the high and low sales prices of Shares as reported on
the New York Stock Exchange, Inc. Composite Tape on January 12, 1998.
(3) In accordance with Rule 0-11(d) of the Securities Exchange Act of 1934, as
amended, the filing fee equals 1/50 of one percent of the Transaction
Valuation.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
---------------------
<TABLE>
<C> <C>
Amount Previously Paid: Filing Party:
$263,105 LAIDLAW ENVIRONMENTAL SERVICES, INC.
Form or Registration No.: Date Originally Filed:
FORM S-4 REGISTRATION, NOVEMBER 13, 1997
NO. 333-40185
</TABLE>
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<PAGE> 2
14D-1
CUSIP NO. 50730L105
1. Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
LAIDLAW ENVIRONMENTAL SERVICES, INC.
51-0228924
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Sources of Funds
BK
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e)
or 2(f) [ ]
6. Citizenship or Place of Organization
DELAWARE CORPORATION
7. Aggregate Amount Beneficially Owned by Each Reporting Person
601,100 Shares of Common Stock Owned by Laidlaw Environmental Services,
Inc.
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares [ ]
9. Percent of Class Represented by Amount in Row 7
1.0%
10. Type of Reporting Person
CO
<PAGE> 3
14D-1
CUSIP NO. NOT APPLICABLE
1. Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
LES ACQUISITION, INC.
58-2355878
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Sources of Funds
BK
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e)
or 2(f) [ ]
6. Citizenship or Place of Organization
DELAWARE CORPORATION
7. Aggregate Amount Beneficially Owned by Each Reporting Person
0 Shares of Common Stock Owned by LES Acquisition, Inc.
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares [ ]
9. Percent of Class Represented by Amount in Row 7
0.0%
10. Type of Reporting Person
CO
<PAGE> 4
This Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1")
relates to the offer by Laidlaw Environmental Services, Inc., a Delaware
corporation ("Laidlaw Environmental") and LES Acquisition Inc., a Delaware
Corporation and indirect wholly owned subsidiary of Laidlaw Environmental ("LES
Acquisition" and together with Laidlaw Environmental, the "Bidders") to exchange
all of the outstanding common shares, par value $0.10 per share (collectively,
the "Shares"), of Safety-Kleen Corp., a Wisconsin corporation ("Safety-Kleen"),
for shares of common stock, par value $1.00 per share, of Laidlaw Environmental
("Laidlaw Environmental Common Stock") and cash, upon the terms and subject to
the conditions set forth in the Prospectus, dated January 15, 1998, relating to
Laidlaw Environmental's Offer To Exchange Each Outstanding Common Share
(Including the Associated Share Purchase Rights) of Safety-Kleen Corp. (the
"Prospectus"), and the related Letter of Transmittal.
ITEM 1. SECURITY AND SUBJECT COMPANY.
(a) The name of the subject company is Safety-Kleen Corp. According to
Safety-Kleen's Form 10-Q for the period ended September 6, 1997 ("Safety-Kleen
Form 10-Q"), the principal executive office of Safety-Kleen is located at One
Brinckman Way, Elgin, Illinois 60123-7857 and its telephone number is (847) 697-
8460.
(b) The class of securities to which this Schedule 14D-1 relates is the
common shares, par value $0.10 per share, of Safety-Kleen. According to the
Safety-Kleen Form 10-Q, as of September 6, 1997, there were issued and
outstanding 58,400,729 Shares. As of the date of the filing of this Schedule
14D-1, 601,100 Shares are owned by Laidlaw Environmental. According to the
Safety-Kleen Form 10-K for the period ended December 28, 1996, there were
outstanding as of December 28, 1996, 5,059,801 options to purchase Shares. Based
on the foregoing and assuming that (i) no Shares have been issued since
September 6, 1997 and (ii) no options have been issued since December 28, 1996,
the maximum number of Shares being sought is 64,072,067. The information set
forth on the cover page of the Prospectus and under the caption "The Laidlaw
Environmental Offer -- General," "-- The Cash Consideration" and "-- The
Exchange Ratio" in the Prospectus, a copy of which is attached hereto as Exhibit
(a)(1), is incorporated herein by reference.
(c) The information set forth in the Prospectus under the caption "Market
Prices" is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (d) and (g) This statement is being filed by Laidlaw Environmental
and LES Acquisition. Laidlaw Environmental and LES Acquisition are Delaware
corporations. Information regarding each of the Bidder's principal businesses
and the address of its principal business office is set forth on the cover page
and under the captions "Prospectus Summary -- Laidlaw Environmental Business"
and "Information Regarding Laidlaw Environmental" in the Prospectus and is
incorporated herein by reference. The name, business address, present principal
occupation or employment, the material occupations, positions, offices or
employments for the past five years and the citizenship of each director and
executive officer of each of the Bidder, and the name, principal business and
address of any corporation or other organization in which such occupations,
positions, offices and employments are or were carried on are set forth in
Schedule A to the Prospectus and are incorporated herein by reference.
(e) - (f) Neither of the Bidders, nor, to the best of the Bidders'
knowledge, any of the persons listed in Schedule A of the Prospectus has during
the last five years (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting activities subject to,
federal or state securities laws or finding any violation of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(a) Not applicable.
2
<PAGE> 5
(b) The information set forth under the captions "Prospectus
Summary -- Background of the Laidlaw Environmental Offer," "-- Litigation,"
"Background of the Laidlaw Environmental Offer," and "The Laidlaw Environmental
Offer -- Relationships with Safety-Kleen" of the Prospectus is incorporated
herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) - (c) The information set forth on the front cover of the Prospectus
and under the captions "Prospectus Summary -- The Laidlaw Environmental Offer,"
"The Laidlaw Environmental Offer -- General," and "-- Source and Amounts of
Funds" of the Prospectus is incorporated herein by reference.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDERS.
(a) - (g) The information set forth under the captions "Prospectus
Summary -- Reasons for the Laidlaw Environmental Offer," "-- Background of the
Laidlaw Environmental Offer," "-- The Laidlaw Environmental Offer," "-- The
Merger," "-- Effect of Laidlaw Environmental Offer on Market for Shares;
Registration Under the Exchange Act," "-- Comparison of the Rights of Holders of
Shares and Laidlaw Environmental Common Stock," "Reasons for the Laidlaw
Environmental Offer," "Background of the Laidlaw Environmental Offer," "The
Laidlaw Environmental Offer -- General," "The Laidlaw Environmental
Offer -- Effect of Laidlaw Environmental Offer on Market For Shares;
Registration Under the Exchange Act," "-- Purpose of the Laidlaw Environmental
Offer; the Merger," "Comparison of Laidlaw Environmental Offer and Buyout
Proposal," "The Merger -- General", and "Comparisons of the Rights of Holders of
Shares and Laidlaw Environmental Common Stock" of the Prospectus is incorporated
herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) The information set forth under the captions "The Laidlaw Environmental
Offer -- General," "-- Conditions of the Laidlaw Environmental Offer," and
"-- Relationships with Safety-Kleen" of the Prospectus is incorporated herein by
reference.
(b) The information set forth under the caption "The Laidlaw Environmental
Offer -- Relationships with Safety-Kleen" of the Prospectus is incorporated
herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES.
Not applicable.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth under the caption "The Laidlaw Environmental
Offer -- Fees and Expenses" of the Prospectus is incorporated herein by
reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
The information set forth under the captions "Prospectus
Summary -- Selected Historical Financial Data of Laidlaw Environmental,"
"Unaudited Pro Forma Combined Financial Information," and "Notes to Unaudited
Pro Forma Combined Financial Information" in the Prospectus is incorporated
herein by reference. The financial statements contained in Laidlaw
Environmental's Quarterly Report on Form 10-Q for the quarter ended November 30,
1997 are incorporated herein by reference.
The incorporation by reference herein of the above-referenced financial
information does not constitute an admission that such information is material
to a decision by a Shareholder of Safety-Kleen whether to exchange, tender or
hold the Shares being sought by Laidlaw Environmental.
3
<PAGE> 6
ITEM 10. ADDITIONAL INFORMATION.
(a) Not applicable.
(b) - (c) The information set forth under the captions "Prospectus Summary
- -- The Laidlaw Environmental Offer -- Conditions to the Laidlaw Environmental
Offer," " -- Regulatory Approvals," "-- European Regulatory Approvals,"
"-- Canadian Competition Act" and "The Laidlaw Environmental Offer -- Conditions
of the Laidlaw Environmental Offer," "-- Wisconsin Statutory Conditions,"
"-- Regulatory Approval Condition," "-- Antitrust," "-- Canadian Competition
Act," "-- Europe," and "-- General" of the Prospectus is incorporated herein by
reference.
(d) Not applicable.
(e) The information set forth under the captions "Prospectus
Summary -- Litigation," and "Background of the Laidlaw Environmental
Offer -- Litigation" of the Prospectus is incorporated herein by reference.
(f) The information set forth in the Prospectus and the Letter of
Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2),
respectively, is incorporated in its entirety herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Prospectus of Laidlaw Environmental, filed on January 16, 1998
pursuant to Rule 424(b)(3) and incorporated herein by reference.
(a)(2) Letter of Transmittal with respect to the Shares.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(7) Text of press release, dated January 16, 1998.
(a)(8) Proxy Statement of Laidlaw Environmental to Safety-Kleen
Shareholders on Schedule 14A, dated December 16, 1997 and incorporated herein by
reference.
(a)(9) Preliminary Proxy Statement of Laidlaw Environmental to Safety-Kleen
Shareholders on Schedule 14A, dated January 6, 1998 and incorporated herein by
reference.
(b) Commitment letter of October 31, 1997 between Toronto-Dominion Bank, TD
Securities Inc. and Laidlaw Environmental, filed as Exhibit (4)(p) to Laidlaw
Environmental's Registration Statement on Form S-4 filed with the SEC on
November 13, 1997 and incorporated herein by reference.
(c) Not applicable.
(d) Not applicable.
(e) See Exhibit (a)(1).
(f) Not applicable.
4
<PAGE> 7
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: January 16, 1998
LAIDLAW ENVIRONMENTAL SERVICES, INC.
By: /s/ Kenneth W. Winger
------------------------------------------
Name: Kenneth W. Winger
Title: President and Chief Executive
Officer
5
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C> <C>
(a)(2) -- Letter of Transmittal with respect to the Shares.
(a)(3) -- Notice of Guaranteed Delivery.
(a)(4) -- Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5) -- Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(6) -- Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(7) -- Text of press release, dated January 16, 1998.
</TABLE>
<PAGE> 1
EXHIBIT (A)(2)
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FEBRUARY 13, 1998, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
LETTER OF TRANSMITTAL
TO TENDER COMMON SHARES
(INCLUDING THE ASSOCIATED SHARE PURCHASE RIGHTS)
OF
SAFETY-KLEEN CORP.
PURSUANT TO THE OFFER TO EXCHANGE DATED JANUARY 15, 1998
BY
LAIDLAW ENVIRONMENTAL SERVICES, INC.
AND
LES ACQUISITION, INC.
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
LAIDLAW ENVIRONMENTAL SERVICES, INC.
The Depositary for the Offer is:
IBJ SCHRODER BANK & TRUST COMPANY
<TABLE>
<S> <C> <C>
By Mail: By Facsimile Transmission: By Hand or Overnight Delivery:
P.O. BOX 84 (FOR ELIGIBLE INSTITUTIONS ONLY) 1 STATE STREET
BOWLING GREEN STATION (212) 858-2611 SECURITIES PROCESSING WINDOW
WINDOW SC-1 CONFIRM BY TELEPHONE: SC-1
NEW YORK, NY 10004 (212) 858-2013 NEW YORK, NY 10004
ATTN: REORGANIZATION DEPT. ATTN: REORGANIZATION DEPARTMENT
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE COPY TO A NUMBER OTHER THAN
AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
SIGNATURES MUST BE PROVIDED ON THE INSIDE AND REVERSE BACK COVER. THE
INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY
BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by shareholders if
certificates for Shares (as defined below) are to be forwarded herewith or
(unless an Agent's message (as defined in the Exchange Offer (as defined below)
is utilized)) if tenders of Shares are to be made by book-entry transfer to the
account of IBJ Schroder Bank & Trust Company as Depositary (the "Depositary")
maintained at The Depository Trust Company ("DTC" or the "Book-Entry Transfer
Facility") pursuant to the procedures set forth under the caption "The Laidlaw
Environmental Offer -- Procedure for Tendering" in the Exchange Offer.
Shareholders who tender Shares by book-entry transfer are referred to herein as
"Book-Entry Shareholders" and other shareholders are referred to herein as
"Certificate Shareholders."
Shareholders whose certificates for such Shares (the "Share Certificates")
are not immediately available or who cannot deliver their Share Certificates and
all other documents required hereby to the Depositary on or prior to the
Expiration Date, (as defined under the caption "Prospectus Summary -- The
Laidlaw Environmental Offer" in the Exchange Offer) or who cannot complete the
book-entry transfer procedures on a timely basis, may nevertheless tender their
Shares according to the guaranteed delivery procedure set forth of the Exchange
Offer. See Instruction 2 of this Letter of Transmittal. Delivery of documents to
the Book-Entry Transfer Facility does not constitute delivery to the Depositary.
<PAGE> 2
[ ] CHECK HERE IF SHARES ARE BEING TENDERED BY BOOK-ENTRY TRANSFER TO THE
DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE
FOLLOWING:
NAME OF TENDERING INSTITUTION
- --------------------------------------------------------------------------------
ACCOUNT NUMBER
- --------------------------------------------------------------------------------
TRANSACTION CODE NUMBER
- --------------------------------------------------------------------------------
[ ] CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:
NAME(S) OF REGISTERED HOLDER(S)
- --------------------------------------------------------------------------------
DATE OF EXECUTION OF NOTICE OF GUARANTEED DELIVERY
- --------------------------------------------------------------------------------
NAME OF INSTITUTION WHICH GUARANTEED DELIVERY
- --------------------------------------------------------------------------------
WINDOW TICKET NUMBER (IF ANY)
- --------------------------------------------------------------------------------
ACCOUNT NUMBER (IF DELIVERED BY BOOK-ENTRY TRANSFER)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
- ----------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) SHARES CERTIFICATE(S) AND SHARE(S) TENDERED
ON SHARE CERTIFICATE(S)) (ATTACH ADDITIONAL LIST IF NECESSARY)
- ----------------------------------------------------------------------------------------------------------------------
TOTAL NUMBER
SHARE OF SHARES NUMBER
CERTIFICATE* EVIDENCED BY OF SHARES
NUMBER(S) CERTIFICATE(S)* TENDERED**
------------------------------------------------------
<S> <C> <C> <C>
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
TOTAL SHARES
- ----------------------------------------------------------------------------------------------------------------------
* Need not be completed by shareholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares evidenced by any certificate(s) delivered to the
Depositary are being tendered. See Instruction 4.
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE> 3
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
SHAREHOLDER'S AGREEMENT
LADIES AND GENTLEMEN:
The undersigned hereby tenders to Laidlaw Environmental Services, Inc., and
LES Acquisition Corp., an indirect, wholly-owned subsidiary of Laidlaw
Environmental Services, Inc., each a Delaware corporation (together, the
"Purchaser"), the above-described shares of common stock, par value $.10 per
share (the "Shares"), of Safety-Kleen Corp., a Wisconsin corporation
("Safety-Kleen"), and the associated Common Share Purchase Rights, (the
"Rights"; unless the context otherwise requires, such Rights are deemed to be
included in all references to the "Shares") issued pursuant to the Rights
Agreement, dated as of November 9, 1988, between Safety-Kleen and First National
Bank of Chicago, as Rights Agent, as amended by a First Amendment to Rights
Agreement, dated as of August 10, 1990 and by a Second Amendment to Rights
Agreement, dated as of November 20, 1997 (as so amended, the "Rights Agreement")
pursuant to the Laidlaw Environmental offer to exchange all of the outstanding
Shares at a price of $15.00 per Share net to the seller in cash (subject to
reduction) (the "Cash Consideration") and that number of shares of Common Stock,
par value $1.00 per share, of Laidlaw Environmental Services Inc. ("Laidlaw
Environmental Common Stock") equal to the Exchange Ratio (as described in the
Exchange Offer defined below) (the "Stock Consideration") upon the terms and
subject to the conditions set forth in the Prospectus/Offer to Exchange dated
January 15, 1998, (the "Exchange Offer"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which, together with the
Exchange Offer, each as amended or supplemented from time to time, constitutes
the "Laidlaw Environmental Offer").
Subject to, and effective upon, acceptance for payment for the Shares
validly tendered herewith in accordance with the terms of the Laidlaw
Environmental Offer, the undersigned hereby sells, assigns and transfers to, or
upon the order of, the Purchaser, all right, title and interest in and to all
Shares tendered hereby that are exchanged pursuant to the Laidlaw Environmental
Offer and any and all dividends, distributions (including additional Shares) and
rights declared, paid, issued or issuable with respect to the tendered Shares
after the date of the Laidlaw Environmental Offer and payable or distributable
to the undersigned on a date prior to the transfer to the name of the Purchaser
on Safety-Kleen's stock transfer records of the Shares tendered herewith
(collectively, a "Distribution") and hereby irrevocably constitutes and appoints
the Depositary as the true and lawful agent and attorney-in-fact of the
undersigned with respect to such Shares (and any Distributions), with full power
of substitution and resubstitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to (a) deliver Share Certificates
(and any Distribution) or transfer ownership of such Shares (and any
Distributions) on the account books maintained by the Book-Entry Transfer
Facility, together, in either case, with all accompanying evidences of transfer
and authenticity, to or upon the order of the Purchaser, (b) present such Share
Certificates (and any Distributions) for cancellation and transfer of such
Shares on Safety-Kleen's books, and (c) receive all benefits (including all
dividends or distributions resulting from any stock split, combination or
exchange of Shares) and otherwise exercise all rights of beneficial ownership of
such Shares (and any Distributions) all in accordance with the terms of the
Laidlaw Environmental Offer.
The undersigned hereby irrevocably appoints the designees of the Purchaser,
and each of them, the attorneys-in-fact and proxies of the undersigned, each
with full power of substitution to the full extent of such shareholder rights,
with respect to all of the Shares tendered thereby (and any Distributions) which
have been accepted for payment by the Purchaser prior to the time of such vote
or action and with respect to any and all other shares or other securities
issued or issuable in respect of such Shares after the date of the Laidlaw
Environmental Offer. This proxy and power of attorney is coupled with an
interest in the Shares and is irrevocable and is granted in consideration of,
and is effective upon, the acceptance for payment of such Shares by the
Purchaser in accordance with the terms of the Laidlaw Environmental Offer. Such
acceptance for payment shall revoke all other proxies or powers of attorney
granted by the undersigned at any time with respect to such Shares (and any
Distributions) and no subsequent proxies or powers of attorney will be given (or
if given, will be deemed effective) with respect thereto by the undersigned. The
designees of the Purchaser will be empowered to exercise all voting and other
rights of such shareholder as they in their sole discretion may deem proper at
any annual or special meeting of Safety-Kleen's shareholders or any adjournment
or postponement thereof, by consent in lieu of any such meeting or otherwise.
The undersigned understands that in order for Shares to be deemed validly
tendered, immediately upon the Purchaser's acceptance of such
3
<PAGE> 4
Shares (and any Distributions) for payment the Purchaser or its designee must be
able to exercise full voting rights with respect to such Shares (and any
Distributions).
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares (and
any Distributions) tendered hereby and that when the same are accepted for
payment by the Purchaser, the Purchaser will acquire good, marketable and
unencumbered title thereto, free and clear of all liens, restrictions, charges,
encumbrances, conditional sales agreements or other obligations relating to the
sale or transfer thereof, and the same will not be subject to any adverse claim.
The undersigned will, upon request, execute and deliver any signature guarantee
or additional documents deemed by the Depositary or the Purchaser to be
necessary or desirable to complete the sale, assignment and transfer of the
Shares (and any Distributions) tendered hereby. In addition, the undersigned
shall promptly remit and transfer to the Depositary for the account of the
Purchaser any and all Distributions with respect to the Shares tendered hereby,
accompanied by appropriate documentation of transfer and, pending such
remittance or appropriate assurance thereof, the Purchaser shall be, subject to
applicable law, entitled to all rights and privileges as owner of any such
Distributions and may withhold the entire purchase price or deduct from the
purchase price the amount or value thereof, as determined by the Purchaser in
its sole discretion.
No authority herein conferred or agreed to be conferred shall be affected
by, and all such authority shall survive, the death or incapacity of the
undersigned. Any obligation of the undersigned hereunder shall be binding upon
the heirs, executors, personal and legal representatives, administrators,
successors and assigns of the undersigned.
Tenders of Shares (and Rights, if applicable) made pursuant to the Laidlaw
Environmental Offer are irrevocable, except that Shares (and Rights, if
applicable) tendered pursuant to the Offer may be withdrawn at any time prior to
the Expiration Date (as defined under the caption "Prospectus Summary -- The
Laidlaw Environmental Offer" in the Exchange Offer) and unless theretofore
accepted for payment by Purchaser pursuant to the Laidlaw Environmental Offer,
may also be withdrawn at any time after March 17, 1998.
The undersigned understands that the valid tender of Shares pursuant to any
of the procedures described in under the caption "The Laidlaw Environmental
Offer -- Procedure for Tendering" in the Exchange Offer and in the instructions
hereto and acceptance for payment of such Shares will constitute a binding
agreement between the undersigned and the Purchaser upon the terms and subject
to the conditions of the Offer.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the Laidlaw Environmental Common Stock certificate(s) for Stock
Consideration and the check for the Cash Consideration and for cash in lieu of
fractional Shares and/or return any certificate(s) for Shares not tendered or
not accepted for payments in the name(s) of the registered holder(s) appearing
under "Description of Shares Tendered." Similarly, unless otherwise indicated
under "Special Delivery Instructions," please mail the check and Laidlaw
Environmental Common Stock certificate(s) for the purchase price and/or return
any certificates for Shares not tendered or not accepted for payment (and
accompanying documents, as appropriate) to the address(es) of the registered
holder(s) appearing under "Description of Shares Tendered." In the event that
both the Special Delivery Instructions and the Special Payment Instructions are
completed, please issue the check and Laidlaw Environmental Common Stock
certificate(s) for the purchase price and/or issue any certificate(s) for Shares
not tendered or accepted for payment in the name of, and deliver said check
and/or return such certificate(s) to, the person or persons so indicated. Unless
otherwise indicated herein under "Special Payment Instructions," please return
any Shares tendered hereby and delivered by book-entry transfer, but which are
not purchased, by crediting the account at the Book-Entry Transfer Facility
designated above. The undersigned recognizes that the Purchaser has no
obligation, pursuant to the Special Payment instructions, to transfer any Shares
from the name(s) of the registered holder(s) thereof if the Purchaser does not
purchase any of the Shares tendered hereby.
[ ] CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING THE SHARES THAT YOU
OWN HAVE BEEN LOST OR DESTROYED AND SEE INSTRUCTION 11.
Number of Shares represented by the lost or destroyed
certificates: _________________
Please fill in the remainder of this Letter of Transmittal.
4
<PAGE> 5
---------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certificate(s) for Shares not tendered or not
purchased and/or the check and the Laidlaw Environmental Common Stock
certificates for the purchase price of Shares purchased are to be issued
in the name of someone other than the undersigned, or if Shares tendered
hereby and delivered by book-entry transfer which are not purchased are to
be returned by credit to an account at the Book-Entry Transfer Facility
other than that designated above.
Issue [ ] certificate(s)
[ ] check and Laidlaw Environmental Stock
certificates to:
Name:
--------------------------------------------------------------------
PLEASE TYPE OR PRINT
Address:
--------------------------------------------------------------------
---------------------------------------------------------------
(INCLUDE ZIP CODE)
---------------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
(SEE SUBSTITUTE FORM W-9)
[ ] Credit Shares delivered by book-entry transfer and not purchased to
the account set forth at the Book-Entry Transfer Facility:
---------------------------------------------------------------
ACCOUNT NUMBER
===============================================================
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if Certificate(s) for Shares not tendered or not
purchased and/or the check and the Laidlaw Environmental Common Stock
certificates for the purchase price of Shares purchased are to be sent to
someone other than that shown under "Description of Shares Tendered".
Mail [ ] certificate(s)
[ ] check and Laidlaw Environmental Stock
certificates to:
Name:
--------------------------------------------------------------------
PLEASE TYPE OR PRINT
Address:
--------------------------------------------------------------------
---------------------------------------------------------------
(INCLUDE ZIP CODE)
---------------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
(SEE SUBSTITUTE FORM W-9)
---------------------------------------------------------------
5
<PAGE> 6
IMPORTANT
- --------------------------------------------------------------------------------
SIGN HERE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(SIGNATURE(S) OF OWNER(S))
Dated: , 1998
---------------------------
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
stock certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others acting in a
fiduciary or representative capacity, please set forth full title. See
Instruction 5. For information concerning signature guarantees, see Instruction
1.)
Name(s)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (Full Title)
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
(Area Code and Telephone Number)
- --------------------------------------------------------------------------------
(Tax Identification or Social Security Number)
- --------------------------------------------------------------------------------
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature
- --------------------------------------------------------------------------------
Name
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Title
- --------------------------------------------------------------------------------
Name of Firm
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone No.
- --------------------------------------------------------------------------------
Dated: , 1998.
---------------------------
- --------------------------------------------------------------------------------
6
<PAGE> 7
INSTRUCTIONS
FORMING PART OF THE TERM AND CONDITIONS OF THE LAIDLAW ENVIRONMENTAL OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a financial
institution (including most banks, savings and loan associations and brokerage
houses) which is a participant in the Securities Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Signature Program or the Stock
Exchange Medallion Program (an "Eligible Institution"). No signature guarantee
is required on this Letter of Transmittal (a) if this Letter of Transmittal is
signed by the registered holder(s) (which term, for purposes of this document,
shall include any participant in a Book-Entry Transfer Facility whose name
appears on a security position listing as the owner of Shares) of Shares
tendered herewith, unless such holder(s) has completed either the box entitled
Special Delivery Instructions" or the box entitled "Special Payment
Instructions" on the reverse hereof, or (b) if such Shares are tendered for the
account of an Eligible Institution. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal (or a manually signed facsimile thereof)
is to be used if certificates are to be forwarded herewith or, unless an Agent's
Message is utilized, if tenders are to be made pursuant to the procedure for
tender by book-entry transfer set forth under the caption "The Laidlaw
Environmental Offer -- Procedure for Tendering" in the Exchange Offer. Except as
hereinafter provided, for a shareholder to tender Shares validly, certificates
for all physically tendered Shares, together with a properly completed and duly
executed Letter of Transmittal (or facsimile thereof), and any other documents
required by this Letter of Transmittal, should be mailed or delivered to the
Depositary at one of the appropriate addresses set forth herein and must be
received by the Depositary on or prior to the Expiration Date (as defined under
the caption "Prospectus Summary -- The Laidlaw Environmental Offer" in the
Exchange Offer).
If stock certificates are not immediately available or time will not permit
all required documents to reach the Depositary on or prior to the Expiration
Date or a shareholder cannot complete the procedure for delivery by book-entry
transfer on a timely basis, such Shares may be tendered if all the following
conditions are met: (a) such tender is made by or through an Eligible
Institution; (b) a properly completed and duly executed Notice of Guaranteed
Delivery substantially in the form provided by the Purchaser is received by the
Depositary on or prior to the Expiration Date; and (c) the certificates for all
physically delivered Shares, together with a properly completed and duly
executed Letter of Transmittal (or facsimile thereof) and any other documents
required by this Letter of Transmittal, are received by the Depositary within
three New York Stock Exchange, Inc. trading days after the date of execution of
the Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be
delivered by hand or transmitted by telegram, telex, facsimile transmission or
letter to the Depositary and must include a signature guaranteed by an Eligible
Institution and otherwise comply with the guaranteed delivery procedures set
forth under the caption "The Laidlaw Environmental Offer -- Procedure for
Tendering" in the Exchange Offer.
Shareholders will be required to tender one Right for each Share tendered
in order to effect a valid tender of Shares, unless the Rights Plan Condition
(as defined in the Exchange Offer) has been satisfied or waived. Unless the
Safety-Kleen Distribution Date (as defined in the Exchange Offer) occurs, a
tender of Shares will constitute a tender of the associated Rights. If the
Safety-Kleen Distribution Date occurs and separate certificates representing the
Rights are distributed by Safety-Kleen or the Rights Agent (as defined in the
Exchange Offer) to holders of Shares prior to the time a holder's Shares are
tendered pursuant to the Laidlaw Environmental Offer, certificates representing
a number of Rights equal to the number of Shares tendered must be delivered to
the Depositary, or if available, a Book-Entry Confirmation received by the
Depositary with respect thereto, in order for such Shares to be validly
tendered. If the Safety-Kleen Distribution Date occurs and separate certificates
representing the Rights are not distributed prior to the time Shares are
tendered pursuant to the Laidlaw Environmental Offer, Rights may be tendered
prior to the shareholder receiving the certificates for Rights by use of the
guaranteed delivery procedure described above. If Rights certificates are
distributed but are not available to a shareholder prior to the time Shares are
tendered pursuant to the Laidlaw Environmental Offer, a tender of Shares
constitutes an agreement by the tendering shareholder to deliver to the
Depositary pursuant to the guaranteed delivery procedure described herein, prior
to the
7
<PAGE> 8
expiration of the period to be specified in the Notice of Guaranteed Delivery
and the related Letter of Transmittal for delivery of Rights certificates or a
Book-Entry Confirmation for Rights (the "Rights Delivery Period"), Rights
certificates representing a number of Rights equal to the number of Shares
tendered. Laidlaw Environmental reserves the right to require that it receive
such Rights certificates (or a Book-Entry Confirmation with respect to such
Rights) prior to accepting Shares for exchange. If Rights certificates are
distributed, Laidlaw Environmental will distribute a separate letter of
transmittal for such Rights certificates. If Rights certificates are tendered
separately from Shares, then a properly completed Letter of Transmittal for
Rights certificates (or manually executed facsimile thereof) must be submitted
with respect to such Rights. Laidlaw Environmental reserves the right to require
that it receive such Rights certificates (or a Book-Entry Confirmation with
respect to such Rights) prior to accepting Shares for exchange.
THE METHOD OF DELIVERY OF STOCK CERTIFICATES AND ALL OTHER REQUIRED
DOCUMENTS, INCLUDING DELIVERY THROUGH A BOOK-ENTRY TRANSFER FACILITY, IS AT THE
OPTION AND RISK OF THE TENDERING SHAREHOLDERS AND DELIVERY WILL BE DEEMED MADE
ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF SUCH DELIVERY IS BY MAIL, IT
IS RECOMMENDED THAT SUCH CERTIFICATES AND DOCUMENTS BE SENT BY REGISTERED MAIL,
PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering shareholders, by execution of
this Letter of Transmittal (or facsimile thereof), waive any right to receive
any notice of the acceptance of their Shares for payment.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares and any other required
information should be listed on a separate schedule attached hereto.
4. PARTIAL TENDERS (APPLICABLE TO CERTIFICATE SHAREHOLDERS ONLY). If
fewer than all the Shares evidenced by any certificate submitted are to be
tendered, fill in the number of Shares which are to be tendered in the box
entitled "Number of Shares Tendered." In such cases, new certificate(s) for the
remainder of the Shares that were evidenced by your old certificate(s) but which
were not tendered by you will be sent to you, unless otherwise provided in the
appropriate box on this Letter of Transmittal, as soon as practicable after the
Expiration Date. All Shares represented by certificates delivered to the
Depositary will be deemed to have been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS.
(a) If this Letter of Transmittal is signed by the registered
holder(s) of the Shares tendered hereby, the signature(s) must correspond
exactly with the name(s) as written on the face of the certificate(s)
without alteration, enlargement or any change whatsoever.
(b) If any of the tendered Shares are registered in different names on
several certificates, it is necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
certificates.
(c) If the Shares tendered are held of record by two or more joint
holders, all such holders must sign this Letter of Transmittal.
(d) If this Letter of Transmittal or any certificates or stock powers
are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary
or representative capacity, such person should so indicate when signing,
and proper evidence satisfactory to the Purchaser of their authority so to
act must be submitted.
(e) If this Letter of Transmittal is signed by the registered
holder(s) of the Shares listed and transmitted hereby, no endorsement of
certificates or separate stock powers are required. If, however, payment is
to be made to, or the certificate(s) for Shares not tendered or accepted
for payment are to be issued in the name of, a person other than the
registered holder(s), then the certificate(s) transmitted
8
<PAGE> 9
hereby must be endorsed or accompanied by appropriate stock powers, in
either case signed exactly as the name(s) of the registered holder(s)
appears on the certificates. Signatures on such certificates or stock
powers must be guaranteed by an Eligible Institution.
(f) If this Letter of Transmittal is signed by a person other than the
registered holder of the certificate(s) tendered, the certificate(s) must
be endorsed or accompanied by appropriate stock powers, in either case
signed exactly as the name(s) of the registered holder(s) appear on the
certificate(s). Signatures on such certificates or stock powers must be
guaranteed by an Eligible Institution unless the signature is that of an
Eligible Institution.
6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction
6, transfer taxes on the exchange of Shares pursuant to the Offer will be paid
by or on behalf of the Purchaser. If, however, a check or shares of Laidlaw
Environmental Common Stock for the purchase price are to be issued to, or if
certificates for Shares not tendered or accepted for purchase are to be
registered in the name of, any person other than the registered owner(s), or if
tendered certificate(s) are registered in the name of any person other than the
person(s) signing this Letter of Transmittal, the amount of any stock transfer
taxes (whether imposed on the registered owner(s) or such person) payable on
account of the transfer to such person will be deducted from the purchase price
unless satisfactory evidence of the payment of such taxes, or an exemption
therefrom, is submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificates listed in this Letter of
Transmittal.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check or shares of
Laidlaw Environmental Common Stock for the purchase price of any Shares tendered
hereby are to be issued, or certificate(s) representing Shares not tendered or
not purchased are to be issued or returned, in the name of a person other than
the person(s) signing this Letter of Transmittal or if such check or any such
certificate is to be sent to someone other than the person(s) signing this
Letter of Transmittal or to the person(s) signing this Letter of Transmittal but
at an address other than that shown in the box entitled "Description of Shares
Tendered", the appropriate boxes in this Letter of Transmittal must be
completed. Shareholders delivering Shares tendered hereby by book entry transfer
may request that Shares not purchased be credited to such account maintained at
the Book-Entry Transfer Facility as such shareholder may designate in the box
entitled "Special Payment Instructions". If no such instructions are given, all
such Shares not purchased will be returned by crediting the account at the
Book-Entry Transfer Facility designated herein as the account from which such
Shares were delivered.
8. IRREGULARITIES. All questions as to the validity, form, eligibility
(including timeless of receipt) and acceptance for payment of any tender of
Shares will be determined by the Purchaser, in its sole discretion, which
determination shall be final and binding. The Purchaser reserves the absolute
right to reject any or all tenders, if any, determined by it to be not in
appropriate form or the acceptance of or payment for which may, in the opinion
of the Purchaser's counsel, be unlawful. The Purchaser also reserves the
absolute right to waive any of the conditions of the Laidlaw Environmental Offer
or any defect or irregularity in any tender with respect to any particular
Shares or any particular shareholder, and the Purchaser's interpretations of the
terms and conditions of the Laidlaw Environmental Offer (including these
instructions) shall be final and binding on all parties. Unless waived, any
defects or irregularities in connection with tenders must be cured within such
time as the Purchaser shall determine. None of the Purchaser, the Depositary or
Morrow & Co., Inc. (the "Information Agent") or any other person will be under
duty to give notification of any defects or irregularities in tenders, or incur
any liability for failure to give such notification. Tenders will not be deemed
to have been validly made until all defects and irregularities have been cured
or waived.
9. BACKUP WITHHOLDING, SUBSTITUTE FORM W-9. Under the federal income tax
law, a shareholder whose tendered Shares are accepted for purchase is required
by law to provide the Depositary (as payer) with his correct taxpayer
identification number ("TIN") and certain other information on Substitute Form
W-9 (provided below). If such shareholder is an individual, the taxpayer
identification number is his or her social security number. For businesses and
other entities, the taxpayer identification number is its Employee
Identification Number. If the Shares are in more than one name or are not in the
name of the actual owner,
9
<PAGE> 10
consult the enclosed "Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9" for additional guidance on which number to
report. If the Depositary is not provided with the correct taxpayer
identification number, the shareholder may be subject to a $50 penalty imposed
by the Internal Revenue Service, and payments made to such shareholder with
respect to Shares purchased pursuant to the Laidlaw Environmental Offer may be
subject to federal income tax backup withholding. To prevent federal income tax
backup withholding on payments made to a shareholder with respect to Shares
purchased pursuant to the Laidlaw Environmental Offer, each shareholder is
required to notify the Depositary with his correct taxpayer identification
number by completing the form certifying that the taxpayer identification number
provided on Substitute Form W-9 is correct (or that such shareholder is awaiting
a taxpayer identification number) and that (1) the shareholder has not been
notified by the Internal Revenue Service that he is subject to federal income
tax backup withholding as a result of failure to report all interest or
dividends or (2) the Internal Revenue Service has notified the shareholder that
he is no longer subject to federal income tax backup withholding.
Exempt shareholders (including, among others, all corporations and certain
foreign individuals) are not subject to these federal income tax backup
withholding and reporting requirements. In order for a foreign individual to
qualify as an exempt recipient, that shareholder must submit a Form W-8, signed
under penalties of perjury, attesting to that individual's exempt status. A Form
W-8 can be obtained from the Depositary. See the enclosed "Guidelines for
Certificate of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions.
If federal income tax backup withholding applies, the Depositary is
required to withhold 31% of any payments made to the shareholder. Backup
withholding is not an additional tax. Rather, the tax liability of persons
subject to federal income tax backup withholding will be reduced by the amount
of tax withheld. If withholding results in an overpayment of taxes, a refund
generally may be obtained from the Internal Revenue Service.
The box in Part 2 of the form may be checked if the tendering shareholder
has not been issued a TIN and has applied for a number or intends to apply for a
number in the near future. If the box in Part 2 is checked, the shareholder or
other payee must also complete the Certificate of Awaiting Taxpayer
Identification Number. The Depositary is not provided with a TIN within 60 days,
the Depositary will withhold 31% of all payments of the purchase price
thereafter until a TIN is provided to the Depositary.
If the Shares are in more than one name or are not in the name of the
actual owner, consult the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional guidance on which
number to report.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions or requests
for assistance may be directed to, or additional copies of the Exchange Offer,
this Letter of Transmittal, the Notice of Guaranteed Delivery and other tender
offer materials may be obtained from, the Information Agent or the Dealer
Manager at its respective addresses set forth below or from your broker, dealer,
commercial bank or trust company.
10
<PAGE> 11
11. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate
representing Shares has been lost, destroyed or stolen, the shareholder should
promptly notify the Depositary by checking the box immediately preceding special
payment/special delivery instructions and indicating the number of Shares lost.
The shareholder will then be instructed as to the steps that must be taken in
order to replace the certificates. This Letter of Transmittal and related
documents cannot be processed until the procedures for replacing lost or
destroyed certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE COPY THEREOF)
TOGETHER WITH CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER OR THE NOTICE
OF GUARANTEED DELIVERY AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE
DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE.
<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE TIN: _____________________
FORMW-9 PART 1 -- PLEASE PROVIDE YOUR CORRECT TIN AND CERTIFY SOCIAL SECURITY NUMBER
BY SIGNING AND DATING BELOW. OR EMPLOYER
IDENTIFICATION NUMBER
----------------------------------------------------------------------------------------
DEPARTMENT OF THE TREASURY ----------------------------------------------------- PART 2
INTERNAL REVENUE SERVICE NAME (PLEASE PRINT) AWAITING [ ]
TIN
PAYER'S REQUEST FOR -----------------------------------------------------
TAXPAYER IDENTIFICATION ADDRESS
NUMBER ("TIN") AND
CERTIFICATION -----------------------------------------------------
CITY STATE ZIP CODE
----------------------------------------------------------------------------------------
PART 3 -- CERTIFICATION -- UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT: (1) THE
INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE AND (2) I AM NOT
SUBJECT TO BACKUP WITHHOLDING EITHER BECAUSE I HAVE NOT BEEN NOTIFIED BY THE INTERNAL
REVENUE SERVICE (THE "IRS") THAT I AM SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF A
FAILURE TO REPORT ALL INTEREST OR DIVIDENDS OR THE IRS HAS NOTIFIED ME THAT I AM NO
LONGER SUBJECT TO BACKUP WITHHOLDING. (YOU MUST CROSS OUT ITEM (2) ABOVE IF YOU HAVE
BEEN NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING BECAUSE OF UNDER
REPORTING INTEREST OR DIVIDENDS ON YOUR RETURN. HOWEVER, IF AFTER BEING NOTIFIED BY
THE IRS THAT YOU WERE SUBJECT TO BACKUP WITHHOLDING YOU RECEIVED ANOTHER NOTIFICATION
FROM THE IRS THAT YOU ARE NO LONGER SUBJECT TO BACKUP WITHHOLDING, DO NOT CROSS OUT
ITEM (2)).
SIGNATURE ______________________________________ DATE __________
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE
BOX IN PART 2 OF SUBSTITUTE FORM W-9
<TABLE>
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I CERTIFY UNDER PENALTIES OF PERJURY THAT A TAXPAYER IDENTIFICATION NUMBER HAS NOT BEEN ISSUED TO ME, AND
EITHER (A) I HAVE MAILED OR DELIVERED AN APPLICATION TO RECEIVE A TAXPAYER IDENTIFICATION NUMBER TO THE
APPROPRIATE INTERNAL REVENUE SERVICE CENTER OR SOCIAL SECURITY ADMINISTRATION OFFICE OR (B) I INTEND TO MAIL
OR DELIVER AN APPLICATION IN THE NEAR FUTURE. I UNDERSTAND THAT IF I DO NOT PROVIDE A TAXPAYER IDENTIFICATION
NUMBER WITHIN SIXTY (60) DAYS, 31% OF ALL REPORTABLE PAYMENTS MADE TO ME THEREAFTER WILL BE WITHHELD UNTIL I
PROVIDE A NUMBER.
------------------------------------------------------------------- ------------------------------------
Signature Date
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 12
The Information Agent for the Laidlaw Environmental Offer is:
MORROW & CO., INC.
909 Third Avenue
20th Floor
New York, NY 10022
(212) 754-8000
Toll Free (800)566-9061
Banks and Brokerage firms please call:
(800)662-5200
The Dealer Manager for the Laidlaw Environmental Offer is:
BEAR, STEARNS & CO. INC.
245 Park Avenue
New York, NY 10167
(212)499-2403
Toll Free (888) 285-3977
<PAGE> 1
EXHIBIT (A)(3)
NOTICE OF GUARANTEED DELIVERY
NOTICE OF GUARANTEED DELIVERY
OFFER TO EXCHANGE EACH OUTSTANDING COMMON SHARE
(INCLUDING THE ASSOCIATED SHARE PURCHASE RIGHTS)
OF
SAFETY-KLEEN CORP.
FOR
$15.00 NET PER SHARE IN CASH
(SUBJECT TO REDUCTION)
AND
$15.00 OF COMMON STOCK
(SUBJECT TO VARIATION)
OF
LAIDLAW ENVIRONMENT SERVICES, INC.
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
As set forth in "The Laidlaw Environmental Offer -- Procedure for
Tendering" in the Prospectus/Offer to Exchange, dated January 15, 1998 (the
"Exchange Offer"), this form or one substantially equivalent hereto must be used
to accept the Laidlaw Environmental Offer (as defined below) if (i) certificates
for common shares, par value $0.10 per share (the "Shares") of Safety-Kleen
Corp., a corporation incorporated under the laws of the State of Wisconsin
("Safety-Kleen"), including the associated common share purchase rights (each, a
"Right" and collectively, the "Rights"), issued pursuant to the Rights
Agreement, dated as of November 9, 1988, between Safety-Kleen and First National
Bank of Chicago, as Rights Agent, as amended by a First Amendment to Rights
Agreement, dated as of August 10, 1990 and by a Second Amendment to Rights
Agreement, dated as of November 20, 1997 (as so amended, the "Rights
Agreement"), are not immediately available; (ii) if the certificates and all
other required documents cannot be delivered to the Depositary (as defined in
the Letter of Transmittal) prior to the Expiration Date (as defined in the
Exchange Offer); or (iii) if the procedure for delivery by book-entry transfer
cannot be completed on a timely basis. Such form may be delivered by hand, or
transmitted by telegram, facsimile transmission or mail to the Exchange Agent,
and must include a guarantee by an Eligible Institution (as defined in the
Exchange Offer). See "The Laidlaw Environmental Offer -- Procedure for
Tendering" in the Exchange Offer.
The Depositary for the Laidlaw Environmental Offer is:
IBJ SCHRODER BANK & TRUST COMPANY
<TABLE>
<S> <C> <C>
By Mail By Facsimile Transmission By Hand or Overnight Delivery
P.O. Box 84 (for Eligible Institutions only) 1 State Street
Bowling Green Station (212) 858-2611 New York, New York 10004
New York, New York 10004 Confirm by telephone: Attn: Reorg. Dept
Attn: Reorg. Dept (212) 858-2013 Securities Processing
Securities Processing Window SC-1
Window SC-1
</TABLE>
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMIS-
<PAGE> 2
SION TO A NUMBER OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID
DELIVERY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER
OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION UNDER THE
INSTRUCTIONS THERETO, SUCH GUARANTEE SIGNATURE MUST APPEAR IN THE APPLICABLE
SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tenders to Laidlaw Environmental Services, Inc., a
Delaware corporation, and LES Acquisition, Inc., a Delaware corporation, upon
the terms and subject to the conditions set forth in the Exchange Offer, dated
January 15, 1998 and in the related Letter of Transmittal (which together
constitute the "Laidlaw Environmental Offer"), receipt of which is hereby
acknowledged, the number of Shares (and associated Rights) shown in the box
below pursuant to the guaranteed delivery procedures set forth under "The
Laidlaw Environmental Offer -- Procedure for Tendering" in the Exchange Offer.
NUMBER OF SHARES AND RIGHTS
-------------------------
CERTIFICATE NOS. (IF AVAILABLE)
------------------------------------------------
NAME(S) OF RECORD HOLDER(S)
-----------------------------------------------------
ADDRESS(ES)
---------------------------------------------------------------------
(Zip Code)
AREA CODE AND TELEPHONE NO.
-----------------------------------------------------
CHECK IF SHARES AND RIGHTS WILL BE TENDERED BY BOOK-ENTRY TRANSFER:
[ ] THE DEPOSITORY TRUST COMPANY
SIGNATURE(S)
- --------------------------------------------------------------------------------
DATED , 1998
-------------------------
ACCOUNT NUMBER
----------------
<PAGE> 3
THE GUARANTEE BELOW MUST BE COMPLETED.
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a financial institution which is a participant in the
Securities Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Program or the Stock Exchange Medallion Program, guarantees
(a) that the above named person(s) has (have) a "net long position" in the
Shares (and Rights, if applicable) tendered hereby within the meaning of Rule
14e-4 under the Securities Exchange Act of 1934, as amended, and (b) to deliver
to the Exchange Agent, at one of its addresses set forth above, certificates
representing the Shares (and Rights, if applicable) tendered hereby, in proper
form for transfer, or confirmation of book-entry transfer of such Shares (and
Rights, if applicable) into the Depositary's account at The Depository Trust
Company with delivery of a properly completed and duly executed Letter of
Transmittal (or a facsimile copy thereof), or an Agent's Message (as defined in
the Exchange Offer) in the case of book-entry transfer, and any other documents
required by the Letter of Transmittal, within three (3) New York Stock Exchange,
Inc. trading days after the date hereof.
NAME OF FIRM
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Authorized Signature)
ADDRESS
- --------------------------------------------------------------------------------
(Zip Code)
AREA CODE AND TELEPHONE NO.
- --------------------------------------------------------------------------------
NAME
- --------------------------------------------------------------------------------
(Type or Print)
TITLE
- --------------------------------------------------------------------------------
DATE , 1998
- -----------------------------------------
NOTE: DO NOT SEND CERTIFICATES FOR SHARES (AND RIGHTS, IF APPLICABLE) WITH THIS
NOTICE. SHARE CERTIFICATES (AND RIGHTS CERTIFICATES, IF APPLICABLE)
SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
<PAGE> 1
EXHIBIT (A)(4)
FORM OF LETTER TO BROKERS, DEALERS
BEAR, STEARNS & CO. INC.
245 PARK AVENUE
NEW YORK, NY 10167
(212) 499-2403
TOLL FREE (888) 285-3977
OFFER TO EXCHANGE EACH OUTSTANDING COMMON SHARE
(INCLUDING THE ASSOCIATED SHARE PURCHASE RIGHTS)
OF
SAFETY-KLEEN CORP.
FOR
$15.00 NET PER SHARE IN CASH
(SUBJECT TO REDUCTION)
AND
$15.00 OF COMMON STOCK
(SUBJECT TO VARIATION)
OF
LAIDLAW ENVIRONMENTAL SERVICES, INC.
THE LAIDLAW ENVIRONMENTAL OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON FEBRUARY 13, 1998, UNLESS THE OFFER IS EXTENDED
(THE "EXPIRATION DATE"). SHARES WHICH ARE TENDERED PURSUANT TO THE OFFER MAY BE
WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Safety-Kleen Nominees:
We have been appointed by Laidlaw Environmental Services, Inc., a Delaware
corporation ("Laidlaw Environmental"), to act as Dealer Manager in connection
with Laidlaw Environmental's offer to exchange $15.00 net in cash (subject to
reduction) and that number of shares of common stock, par value $1.00 per share,
of Laidlaw Environmental (the "Laidlaw Environmental Common Stock") equal to the
Exchange Ratio (as such term is defined in the Exchange Offer) for each
outstanding common share, par value $0.10 per Share (each, a "Share" and
collectively, the "Shares"), of Safety-Kleen Corp., a corporation incorporated
under the laws of the State of Wisconsin ("Safety-Kleen"), including the
associated common share purchase rights (the "Rights"), issued pursuant to the
Rights Agreement, dated as of November 9, 1988, between Safety-Kleen and First
National Bank of Chicago, as Rights Agent, as amended by a First Amendment to
Rights Agreement, dated as of August 10, 1990 and by a Second Amendment to
Rights Agreement, dated as of November 20, 1997 (as so amended, the "Rights
Agreement"), upon the terms and subject to the conditions set forth in the
Prospectus/Offer to Exchange, dated January 15, 1998 (the "Exchange Offer"), and
in the related Letter of Transmittal (which together constitute the "Laidlaw
Environmental Offer"), enclosed herewith.
The Laidlaw Environmental Offer is conditioned upon, among other things,
the Minimum Tender Condition, the Laidlaw Environmental Stockholder Approval
Condition, the Wisconsin Statutory Condition, the Rights Plan Condition, the
Regulatory Approval Condition and the Buyout Expense Condition (in each case as
defined in the Exchange Offer). See "The Laidlaw Environmental
Offer -- Conditions of the Laidlaw Environmental Offer" in the Exchange Offer.
Shareholders will be required to tender one Right for each Share tendered
in order to effect a valid tender of Shares, unless the Rights Plan Condition
has been satisfied or waived. Unless the Safety-Kleen Distribution
<PAGE> 2
Date (as defined in the Exchange Offer) occurs, a tender of Shares will
constitute a tender of the associated Rights. See "The Laidlaw Environmental
Offer -- Procedure for Tendering" in the Exchange Offer.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominees, or who hold
Shares (and Rights, if applicable) registered in their own names, we are
enclosing the following documents:
1. Exchange Offer, dated January 15, 1998;
2. Letter of Transmittal (together with accompanying Substitute Form
W-9) to be used by holders of Shares (and Rights) in accepting the
Laidlaw Environmental Offer and tendering Shares (and Rights);
3. Notice of Guaranteed Delivery to be used to accept the Laidlaw
Environmental Offer if certificates for Shares (and Rights) are not
immediately available, if time will not permit all required
documents to reach the Exchange Agent prior to the Expiration Date
(as defined in the Exchange Offer) or if the procedure for
book-entry transfer cannot be completed on a timely basis;
4. A letter which may be sent to your clients for whose accounts you
hold Shares (and Rights) registered in your name or in the name of
your nominees, with space provided for obtaining such clients'
instructions with regard to the Laidlaw Environmental Offer;
5. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9; and
6. A return envelope addressed to the Depositary.
Laidlaw Environmental will not pay any fees or commissions to any broker or
dealer or any other person (other than the fees of the Dealer Manager and the
Information Agent as described in the Exchange Offer) in connection with the
solicitation of tenders of Shares and Rights pursuant to the Laidlaw
Environmental Offer. Laidlaw Environmental will, however, upon request,
reimburse you for customary mailing and handling expenses incurred by you in
forwarding the enclosed materials to your clients. Laidlaw Environmental will
pay or cause to be paid any stock transfer taxes with respect to the transfer
and sale of Shares (and Rights) to it or its order pursuant to the Laidlaw
Environmental Offer, subject to Instruction 6 of the Letter of Transmittal.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. THE LAIDLAW ENVIRONMENTAL OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FEBRUARY 13, 1998, UNLESS THE
LAIDLAW ENVIRONMENTAL OFFER IS EXTENDED.
In order to take advantage of the Laidlaw Environmental Offer, a duly
executed and properly completed Letter of Transmittal (or a facsimile thereof),
with any required signature guarantees, or an Agent's Message in connection with
a book-entry transfer, and any other required documents, should be sent to the
Exchange Agent, and certificates evidencing the tendered Shares (and Rights)
should be delivered or such Shares (and Rights) should be tendered by book-entry
transfer, all in accordance with the instructions set forth in the Letter of
Transmittal and the Exchange Offer.
If holders of Shares (and Rights, if applicable) wish to tender Shares (and
Rights), but it is impracticable for them to forward their certificates or other
required documents prior to the Expiration Date, a tender may be effected by
following the guaranteed delivery procedures specified under "The Laidlaw
Environmental Offer -- Procedure for Tendering" in the Exchange Offer.
Any inquiries you may have with respect to the Laidlaw Environmental Offer
should be addressed to the Dealer Manager or the Information Agent at their
respective addresses and telephone numbers set forth on the back cover page of
the Exchange Offer.
<PAGE> 3
Additional copies of the enclosed materials may be obtained from the
undersigned or by calling the Information Agent, Morrow & Co., Inc., at (800)
662-5200 (toll free) or call collect at (212) 754-8000, or from brokers,
dealers, commercial banks or trust companies.
Very truly yours,
Bear, Stearns & Co. Inc.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON AS AN AGENT OF LAIDLAW ENVIRONMENTAL, THE DEALER MANAGER,
THE EXCHANGE AGENT OR THE INFORMATION AGENT, OR ANY AFFILIATE OF ANY OF THE
FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO GIVE ANY INFORMATION OR USE
ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH
THE LAIDLAW ENVIRONMENTAL OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE
STATEMENTS CONTAINED THEREIN.
<PAGE> 1
FORM OF LETTER TO CLIENTS
EXHIBIT (A)(5)
OFFER TO EXCHANGE EACH OUTSTANDING COMMON SHARE
(INCLUDING THE ASSOCIATED SHARE PURCHASE RIGHTS)
OF
SAFETY-KLEEN CORP.
FOR
$15.00 NET PER SHARE IN CASH
(SUBJECT TO REDUCTION)
AND
$15.00 OF COMMON STOCK
(SUBJECT TO VARIATION)
OF
LAIDLAW ENVIRONMENTAL SERVICES, INC.
THE LAIDLAW ENVIRONMENTAL OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON FEBRUARY 13, 1998 UNLESS THE OFFER IS EXTENDED
(THE "EXPIRATION DATE"). SHARES WHICH ARE TENDERED PURSUANT TO THE LAIDLAW
ENVIRONMENTAL OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
To Our Clients:
Enclosed for your consideration are the Prospectus/Offer to Exchange dated
January 15, 1998 (the "Exchange Offer") and the related Letter of Transmittal
(which together constitute the "Laidlaw Environmental Offer") in connection with
the offer by Laidlaw Environmental Services, Inc., a Delaware corporation
("Laidlaw Environmental"), to exchange $15.00 net in cash (subject to reduction)
and that number of shares of common stock, par value $1.00 per share, of Laidlaw
Environmental (the "Laidlaw Environmental Common Stock") equal to the Exchange
Ratio (as defined in the Exchange Offer) for each outstanding common share, par
value $0.10 per share (each, a "Share" and collectively, the "Shares"), of
Safety-Kleen Corp., a corporation incorporated under the laws of the State of
Wisconsin ("Safety-Kleen"), including the associated common share purchase
rights (each, a "Right" and collectively, the "Rights"), issued pursuant to the
Rights Agreement between Safety-Kleen and First National Bank of Chicago, as
Rights Agent, as amended by a First Amendment to Rights Agreement, dated as of
August 10, 1990 and by a Second Amendment to Rights Agreement, dated as of
November 20, 1997 (as so amended, the "Rights Agreement"), upon the terms and
subject to the conditions set forth in the Laidlaw Environmental Offer.
Shareholders will be required to tender one Right for each Share tendered in
order to effect a valid tender of Shares, unless the Rights Plan Condition (as
defined in the Exchange Offer) has been satisfied or waived. Unless the
Distribution Date (as defined in the Exchange Offer) occurs, a tender of Shares
will constitute a tender of the associated Rights.
Shareholders whose certificates evidencing Shares and Rights ("Share
Certificates") are not immediately available or who cannot deliver their Share
Certificates and all other documents required by the Letter of Transmittal to
the Depositary (as defined in the Letter of Transmittal) prior to the Expiration
Date, or who cannot complete the procedure for delivery by book-entry transfer
to the Depositary's account at the Book-Entry Transfer Facility (as defined in
"The Laidlaw Environmental Offer -- Exchange of Shares; Delivery of Laidlaw
Environmental Offer Consideration" in the Exchange Offer) on a timely basis and
who wish to tender their Shares (and Rights) must do so pursuant to the
guaranteed delivery procedure described in "The
<PAGE> 2
Laidlaw Environmental Offer -- Procedure for Tendering" in the Exchange Offer.
See Instruction 2 of the Letter of Transmittal. Delivery of documents to the
Book-Entry Transfer Facility in accordance with the Book-Entry Transfer
Facility's procedures does not constitute delivery to the Depositary.
THIS MATERIAL IS BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF SHARES
(AND RIGHTS, IF APPLICABLE) HELD BY US FOR YOUR ACCOUNT BUT NOT REGISTERED IN
YOUR NAME. WE ARE THE HOLDER OF RECORD OF SHARES (AND RIGHTS, IF APPLICABLE)
HELD BY US FOR YOUR ACCOUNT. A TENDER OF SUCH SHARES (AND RIGHTS, IF APPLICABLE)
CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR
INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION
ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES (AND RIGHTS) HELD BY US FOR YOUR
ACCOUNT.
Accordingly, we request instructions as to whether you wish to have us
tender on your behalf any or all of the Shares (and Rights) held by us for your
account, upon the terms and subject to the conditions set forth in the Laidlaw
Environmental Offer.
Please note the following:
1. Laidlaw Environmental is offering to acquire each outstanding Share
(and associated Right) in exchange for that number of shares of Laidlaw
Environmental Common Stock equal to the Exchange Ratio and the Cash
Consideration (each as defined in the Exchange Offer).
2. The Laidlaw Environmental Offer is being made for all the
outstanding Shares (and associated Rights).
3. The Laidlaw Environmental Offer and withdrawal rights will expire
at 12:00 midnight, New York City time, on February 13, 1998, unless the
Laidlaw Environmental Offer is extended.
4. The Laidlaw Environmental Offer is conditioned upon, among other
things, the Minimum Tender Condition, the Wisconsin Statutory Condition,
the Laidlaw Environmental Stockholder Approval Condition, the Rights Plan
Condition, the Antitrust Condition, the Buyout Expense Condition and the
Regulatory Approval Condition (in each case as defined in the Exchange
Offer). See "The Laidlaw Environmental Offer -- Conditions of the Laidlaw
Environmental Offer -- Minimum Tender Condition," "-- Laidlaw Environmental
Stockholder Approval Condition," "-- Wisconsin Statutory Condition,"
"-- Rights Plan Condition," "-- Antitrust Condition," "-- Buyout Expense
Condition," "-- Regulatory Approval Condition" and "-- Certain Other
Conditions of the Laidlaw Environmental Offer" in the Exchange Offer.
5. Tendering shareholders will not be obligated to pay brokerage fees
or commissions or, subject to Instruction 6 of the Letter of Transmittal,
stock transfer taxes on the transfer of Shares pursuant to the Laidlaw
Environmental Offer.
The Laidlaw Environmental Offer is made solely by the Exchange Offer and
the related Letter of Transmittal and any amendments thereto and is being made
to all holders of Shares (and Rights). The Laidlaw Environmental Offer is not
being made to, nor will tenders be accepted from or on behalf of, holders of
Shares (and Rights) in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the laws of such jurisdiction. However,
Laidlaw Environmental may, in its sole discretion, take such action as it may
deem necessary to make the Laidlaw Environmental Offer in any such jurisdiction
and extend the Laidlaw Environmental Offer to holders of Shares (and Rights) in
such jurisdiction. In any jurisdiction where the securities, blue sky or other
laws require the Laidlaw Environmental Offer to be made by a licensed broker or
dealer, the Laidlaw Environmental Offer shall be deemed to be made on behalf of
Laidlaw Environmental by Bear, Stearns & Co. Inc. as Dealer Manager, or one or
more registered brokers or dealers licensed under the laws of such jurisdiction.
If you wish to have us tender any or all of your Shares (and Rights),
please so instruct us by completing, executing, detaching and returning to us
the instruction form contained in this letter. An envelope in which to
<PAGE> 3
return your instructions to us is enclosed. If you authorize the tender of your
Shares (and Rights), all such Shares (and Rights) will be tendered unless
otherwise indicated in such instruction form. PLEASE FORWARD YOUR INSTRUCTIONS
TO US AS SOON AS POSSIBLE TO ALLOW US AMPLE TIME TO TENDER SHARES (AND RIGHTS)
ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE LAIDLAW ENVIRONMENTAL OFFER.
<PAGE> 4
INSTRUCTIONS WITH RESPECT TO THE
OFFER TO EXCHANGE
EACH OUTSTANDING COMMON SHARE
(INCLUDING THE ASSOCIATED SHARE PURCHASE RIGHTS)
OF
SAFETY-KLEEN CORP.
The undersigned acknowledge(s) receipt of your letter enclosing the
Prospectus/Offer to Exchange dated January 15, 1998 (the "Exchange Offer") and
the related Letter of Transmittal pursuant to an offer by Laidlaw Environmental
Services, Inc., a Delaware corporation ("Laidlaw Environmental") and LES
Acquisition, Inc., a Delaware corporation and an indirectly wholly-owned
subsidiary of Laidlaw Environmental Services, Inc. (the "Purchasers"), to
exchange $15.00 net in cash (subject to reduction) and that number of shares of
common stock, par value $1.00 per share, of Laidlaw Environmental, equal to the
Exchange Ratio (as such term is defined in the Exchange Offer) for each
outstanding common share, par value $0.10 per share (the "Shares"), of
Safety-Kleen Corp., a Wisconsin corporation, and the associated Share Purchase
Rights (the "Rights").
This will instruct you to tender the number of Shares and Rights indicated
below (or, if no number is indicated below, all Shares and Rights) which are
held by you for the account of the undersigned, upon the terms and subject to
the conditions set forth in the Exchange Offer and in the related Letter of
Transmittal furnished to the undersigned.
Number of Shares (and Rights) to be Tendered:
_______________ Shares (and Rights)*
Dated , 1998
-------------------
SIGN HERE
- ------------------------------------------------------
- ------------------------------------------------------
SIGNATURE(S)
- ------------------------------------------------------
- ------------------------------------------------------
PLEASE TYPE OR PRINT NAME(S)
- ------------------------------------------------------
- ------------------------------------------------------
ADDRESS
- ------------------------------------------------------
- ------------------------------------------------------
AREA CODE AND TELEPHONE NUMBER
- ------------------------------------------------------
TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER
- ---------------
* Unless otherwise indicated, it will be assumed that all of your Shares (and
Rights) held by us for your account are to be tendered.
<PAGE> 1
EXHIBIT (A)(6)
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER. -- Social security numbers have nine digits separated by two hyphens:
i.e., 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e. 00-0000000. The table below will help determine the number
to give the payer.
<TABLE>
<CAPTION>
- -----------------------------------------------------------
GIVE THE
SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF--
- -----------------------------------------------------------
<C> <S> <C>
1. An individual's account The individual
2. Two or more individuals (joint The actual owner of
account) the account or, if
combined funds, any
one individuals(1)
3. Husband and wife (joint The actual owner of
account) the account or, if
joint funds, either
person(1)
4. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
5. Adult and minor (joint The adult or, if the
account) minor is the only
contributor, the
minor(1)
6. Account in the name of The ward, minor, or
guardian or committee for a incompetent person(3)
designated ward, minor, or
incompetent person
7. a. The usual revocable savings The grantor- trustee(1)
trust account (grantor is
also trustee)
b. So-called trust account The actual owner(1)
that is not a legal or valid
trust under State law
8. Sole proprietorship account The owner(4)
- -----------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------
GIVE THE
SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF--
- -----------------------------------------------------------
<C> <S> <C>
9. A valid trust, estate or The legal entity (Do
pension trust not furnish the
identifying number of
the personal
representative or
trustee unless the
legal entity itself is
not designated in the
account title.)(5)
10. Corporate account The corporation
11. Religious, charitable, or The organization
educational organization
account
12. Partnership account held in The partnership
the name of the business
13. Association, in, or other tax- The organization
exempt organization
14. A broker or registered nominee The broker or nominee
15. Account with the Department of The public entity
Agriculture in the name of a
public entity (such as a State
or local government, school
district, or prison) that
receives agricultural program
payments
- -----------------------------------------------------------
</TABLE>
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate, or pension trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE> 2
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER OF SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service (the "IRS") and
apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
- A corporation.
- A financial institution.
- An organization exempt from tax under section 501(a), or an individual
retirement plan.
- The United States or any agency or instrumentality thereof.
- A State, the District of Columbia, a possession of the United States, or any
subdivision or instrumentality thereof.
- A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
- An international organization or any agency, or instrumentality thereof.
- A registered dealer in securities or commodities registered in the U.S. or a
possession of the U.S.
- A real estate investment trust.
- A common trust fund operated by a bank under section 584(a).
- An exempt charitable remainder trust, or a nonexempt trust described in
section 4947(a)(1).
- An entity registered at all times under the Investment Company Act of 1940.
- A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding including the following:
- Payments to non-resident aliens subject to withholding under section 1441.
- Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one non-resident partner.
- Payments of patronage dividends where the amount received is not paid in
money.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
- Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and is paid
in the course of the payer's trade or business and you have not provided
your correct taxpayer identification number to the payer.
- Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
- Payments described in section 6049(b)(5) to non-resident aliens.
- Payments on tax-free covenant bonds under section 1451.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
EXEMPT PAYEES DESCRIBED ABOVE SHOULD FILE FORM W-9 TO AVOID POSSIBLE ERRONEOUS
BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage dividends, that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, and 6050A.
PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to the IRS. The IRS uses the numbers for
identification purposes. Payers must be given the numbers whether or not
recipients are required to file tax returns. Beginning January 1, 1984, payers
must generally withhold 20% of taxable interest, dividend, and certain other
payments to a payee who does not furnish a taxpayer identification number to a
payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
(2) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS.--If you fail to
include any portion of an includible payment for interest, dividends, or
patronage dividends in gross income, such failure will be treated as being due
to negligence and will be subject to a penalty of 5% on any portion of an
underpayment attributable to that failure unless there is clear and convincing
evidence to the contrary.
(3) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(4) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE
<PAGE> 1
EXHIBIT (A)(7)
FOR IMMEDIATE RELEASE
Contact: Kenneth W. Winger
President and Chief Executive Officer
Paul R. Humphreys
Senior Vice President, Finance and Chief Financial Officer
(803) 933-4210
LAIDLAW ENVIRONMENTAL SERVICES, INC. COMMENCES
SAFETY-KLEEN OFFER
COLUMBIA, South Carolina (January 16, 1998)-Laidlaw Environmental Services, Inc.
(NYSE:LLE) today said it has commenced its offer to acquire all of the
outstanding shares of Safety-Kleen Corp. (NYSE:SK).
Under the terms of the offer, each Safety-Kleen shareholder would receive $30.00
composed of $15.00 in cash reduced by a maximum of $75 million, or $1.17 per
share, in "break-up" fees and expenses (if any) agreed to by Safety-Kleen in
their November 20, 1997 merger agreement with Phillip Services Corp. and its
partners, Apollo Advisors, L.P., and Blackstone Management Associates III, L.P.,
and $15.00 in Laidlaw Environmental shares. The actual number of shares to be
issued would be determined by dividing $15.00 by the weighted average of the
trading prices for Laidlaw Environmental shares for 10 days, selected by lot
from the 20 trading days ending three business days immediately prior to the
expiration of the offer, but would not be less than 2.8 shares if the weighted
average trading price is equal to or greater than $5.35714 and not more than 3.5
shares if the weighted average trading price is equal to or less than $4.28571.
The offer expires at 12:00 midnight New York City time on Friday, February 13,
1998.
Laidlaw Environmental Services is the leading provider of hazardous and
industrial waste management services to industry and government. The Company
operates from more than 100 locations throughout North America.
