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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 9)
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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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.
Laidlaw Environmental urges Safety-Kleen shareholders to vote against the
Buyout Proposal. The full text of the advertisement, dated February 23 and
issued by Laidlaw Environmental is filed herewith as exhibit (a)(27) and is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(27) Text of advertisement, dated February 23, 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 23, 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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EXHIBIT
NUMBER DESCRIPTION
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<S> <C> <C>
(a)(27) -- Text of advertisement, dated February 23, 1998, issued by
Laidlaw Environmental.
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EXHIBIT (A)(27)
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TO ALL SAFETY-KLEEN SHAREHOLDERS:
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It's Your Money
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The Safety-Kleen Board, we believe, refuses to maximize the value of your
stock. So, it's up to you. On February 25th, protect your investment:
Maximize the Value of Your Stock -- Vote Against the Buyout
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Is $27 Greater Than $30(1)?
-- The Safety-Kleen Board, in our view, has lost sight of one simple fact:
SHAREHOLDER VALUE
-- Institutional Shareholder Services, the leading independent proxy
advisory firm, and William Blair, SAFETY-KLEEN'S OWN FINANCIAL ADVISOR,
compared our $30 Offer with the $27 Buyout and FOUND THE LAIDLAW
ENVIRONMENTAL OFFER SUPERIOR(2)
-- Institutional Shareholder Services recommends a vote AGAINST the $27
Buyout
-- The Safety-Kleen Board continues to use the poison pill to try to force
you to accept the $27 Buyout(3)
Before You Vote, Consider:
-- If the $27 Buyout is approved, Laidlaw Environmental's $30 Offer
terminates
-- Mr. Brinckman on Friday, February 20, disclosed that the $27 Buyout
won't close for several weeks. Philip's financing is still conditional.
YOU BEAR THE RISK
-- If you approve the $27 Buyout and it fails to close, what will happen to
the value of your Safety-Kleen stock?
Together, We Will Prevail!
-- Laidlaw Environmental is fully committed to its $30 Offer
-- All conditions within our control have been met. Only obstacles kept in
place by Safety-Kleen's Board(3) keep us from completing our $30 Offer
-- Should the Safety-Kleen Board fail to remove these obstacles and you
reject the $27 Buyout, we will immediately seek injunctive relief in
Chicago Federal Court
Maximize Value
Vote Against the Buyout
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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
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THIS SOLICITATION RELATES SOLELY TO THE SOLICITATION OF PROXIES WITH RESPECT TO
THE FEBRUARY 25, 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.
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(1) Consists of $18 in cash and $12 in Laidlaw Environmental common stock,
assuming the market price of Laidlaw Environmental common stock is not less
the $4.28571. Depending on the market price of Laidlaw Environmental common
stock on the date of the exchange, the actual value of Laidlaw Environmental
common stock issued pursuant to the Laidlaw Environmental Offer may be more
or less than $12.
(2) William Blair opined that "it is more likely than not" that the Laidlaw
Environmental Offer will result in greater consideration to the Safety-Kleen
shareholders than the Buyout.
(3) Don Brinckman and other Safety-Kleen representatives testified in Chicago
federal Court that the poison pill and other anti-takeover devices are being
kept in place by the Safety-Kleen Board in an effort to ensure that
Safety-Kleen shareholders do not accept the Laidlaw Environmental Offer.
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