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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 4)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
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SAFETY-KLEEN CORP.
(Name of Subject Company)
LAIDLAW ENVIRONMENTAL SERVICES, INC.
LES ACQUISITION, INC.
(Bidders)
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COMMON STOCK, PAR VALUE $.10 PER SHARE
(Title of Class of Securities)
50730L105
(CUSIP Number of Class of Securities)
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KENNETH WINGER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
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)
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<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
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This Statement amends and supplements the Tender Offer Statement on
Schedule 14D-1, originally filed with the Securities and Exchange Commission on
January 16, 1998 as previously amended (the "Schedule 14D-1"), relating 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") as amended by the Amended Prospectus dated January 27, 1998 (the
"Amendment"), and in the related Letter of Transmittal which, together with any
amendments or supplements thereto, constitutes the "Laidlaw Environmental
Offer." Capitalized terms used and not defined herein shall have the meanings
assigned to such terms in the Laidlaw Environmental Offer.
ITEM 10. ADDITIONAL INFORMATION.
Institutional Shareholder Services (ISS) endorses the Laidlaw Environmental
Offer over the proposed merger between Safety-Kleen and affiliates of Philip
Services Corp. The full text of the press release, dated February 6 issued by
Laidlaw Environmental regarding the ISS endorsement of the Laidlaw Environmental
Offer is filed herewith as exhibit (a)(20).
Laidlaw Environmental urges Safety-Kleen shareholders to consider the
Laidlaw Environmental Offer. The full text of the advertisement, dated February
9 issued by Laidlaw Environmental is filed herewith as exhibit (a)(21).
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(20) Text of press release, dated February 6, 1998, issued by Laidlaw
Environmental.
(a)(21) Text of advertisement, dated February 9, 1998, issued by Laidlaw
Environmental.
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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: February 9, 1998
LAIDLAW ENVIRONMENTAL SERVICES, INC.
By: /s/ KENNETH W. WINGER
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Name: Kenneth W. Winger
Title: President and Chief Executive
Officer
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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(a)(20) -- Text of press release, dated February 6, 1998, issued by
Laidlaw Environmental.
(a)(21) -- Text of advertisement, dated February 9, 1998, issued by
Laidlaw Environmental.
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EXHIBIT (A)(20)
INSTITUTIONAL SHAREHOLDER SERVICES REPORT FINDS LAIDLAW
ENVIRONMENTAL OFFER SUPERIOR
COLUMBIA, S.C. - February 6, 1998 - Laidlaw Environmental Services,
Inc. (NYSE:LLE) today announced that Institutional Shareholders Services (ISS),
the nation's leading independent proxy advisory firm, has released a report
stating that the Laidlaw Environmental offer for Safety-Kleen Corp. (NYSE:SK)
is "superior" to the terms of the proposed merger between Safety-Kleen and
affiliates of Philip Services Corp., and that Safety-Kleen's poison pill "is
being used to deter a higher offer." The report concludes by stating that
Safety-Kleen shareholders "should not support the [Philip Group] merger
agreement," and recommends that Safety-Kleen shareholders vote against the
Philip Group merger.
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.
CONTACT: Kenneth W. Winger, President and Chief Executive Officer, or Paul R.
Humphreys, Senior Vice President, Finance and Chief Financial Officer, Laidlaw
Environmental Services, Inc. 803-933-4210.
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EXHIBIT (A)(21)
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TO ALL SAFETY-KLEEN SHAREHOLDERS:
WHO'S CONFUSED?
Don Brinckman, Safety-Kleen's Chairman, testified in Federal Court that he
believes the Safety-Kleen Board must decide for you since you might be too
confused to choose between the $27 Buyout and the $30(1) LAIDLAW ENVIRONMENTAL
OFFER. On February 11th, show the Safety-Kleen Board you are not confused --
VOTE AGAINST THE BUYOUT!
THE LAIDLAW ENVIRONMENTAL OFFER PROVIDES GREATER VALUE.
- -- Laidlaw Environmental is fully committed to its $30(1) Offer.
- -- All conditions outside Laidlaw Environmental's control have been met except
for the obstacles kept in place by the Safety-Kleen Board -- Laidlaw
Environmental continues to fight these in court.
- -- Don't let the Safety-Kleen Board use its poison pill to coerce you into
accepting the lower $27 Buyout -- Vote AGAINST the Buyout.
INSTITUTIONAL SHAREHOLDER SERVICES, THE LEADING INDEPENDENT PROXY
ADVISORY FIRM, HAS COMPARED THE OFFERS AND RECOMMENDS A VOTE
AGAINST THE BUYOUT.
COMPARE FOR YOURSELF:
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Financing Upside Potential
Value Certainty Potential Synergies
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LAIDLAW
ENVIRONMENTAL OFFER $30(1) ABSOLUTE YES $100-130M
The Buyout $27 Subject to None Doesn't Matter!
Financing YOU Don't Get
Them!(2)
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BEFORE YOU VOTE, CONSIDER:
- -- If you approve the Buyout, Laidlaw Environmental will terminate its Offer.
- -- The Buyout is still subject to financing. Ask yourself why, with the vote
only a few days away, SK Parent hasn't confirmed to you that its financing is
in place. Why would anybody vote for the Buyout without knowing this
important fact?
- -- If you approve the Buyout and it fails, what will happen to the value of
your Safety-Kleen stock?
CHOOSE LAIDLAW ENVIRONMENTAL.
VOTE AGAINST THE BUYOUT.
- -----------------------------------------------------------------------------
TIME IS SHORT--DO NOT DELAY!
If you have any questions or need assistance in completing your proxy card,
please contact MORROW & CO., INC. @ 1-800-662-5200
- -----------------------------------------------------------------------------
THIS SOLICITATION RELATES SOLELY TO THE SOLICITATION OF PROXIES WITH RESPECT TO
THE FEBRUARY 11, 1998 MEETING AND IS NOT A REQUEST FOR THE TENDER OF SHARES.
THE DETAILED TERMS AND CONDITIONS OF THE LAIDLAW ENVIRONMENTAL OFFER ARE SET
FORTH IN THE AMENDED PROSPECTUS AND RELATED LETTER OF TRANSMITTAL WHICH HAVE
BEEN SEPARATELY MAILED TO SAFETY-KLEEN SHAREHOLDERS.
- --------------
(1) Consists of $18 in cash and $12 in Laidlaw Environmental common stock,
assuming the market price for Laidlaw Environmental common stock is not less
than $4.28571. The actual value of Laidlaw Environmental common stock issued
pursuant to the Laidlaw Environmental Offer may vary.
(2) According to the Fitch IBCA press release dated January 23, 1998, SK Parent
estimated it could achieve more than $50M in synergies on a standalone
basis. Synergies inure to the benefit of the Buyout participants only.
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