<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
SCHEDULE 14D-1
(AMENDMENT NO. 2)
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
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)
---------------------
<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>
================================================================================
<PAGE> 2
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.
The statutory waiting period under the HSR Act terminated on January 27,
1998. The full text of a press release, dated January 27 issued by Laidlaw
Environmental with respect to the termination of the HSR waiting period is filed
herewith as exhibit (a)(17).
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(17) Text of press release, dated January 27, 1998, issued by Laidlaw
Environmental.
2
<PAGE> 3
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 28, 1998
LAIDLAW ENVIRONMENTAL SERVICES, INC.
By: /s/ KENNETH W. WINGER
---------------------------------------
Name: Kenneth W. Winger
Title: President and Chief Executive
Officer
3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C> <C>
(a)(17) -- Text of press release, dated January 27, 1998, issued by
Laidlaw Environmental.
</TABLE>
<PAGE> 1
EXHIBIT (A)(17)
Laidlaw Environmental Announces Early Termination Of
Hart-Scott-Rodino Waiting Period
Tuesday, January 27, 1998 04:18 PM
- -- COLUMBIA, S.C. -- Laidlaw Environmental Services, Inc. (NYSE:LLE) today
announced that early termination of the statutory waiting period established
under the Hart-Scott-Rodino review process has been granted as it concerned the
Company's offer for all the outstanding shares of Safety-Kleen Corp. (NYSE:SK).
Commenting on this development, Kenneth W. Winger, Laidlaw Environmental
Services' president and chief executive officer said, "The improved offer for
Safety-Kleen shares announced yesterday, which eliminated cash reductions
associated with "break-up" fees, and now the early termination of the Justice
Department's review, clear the path for an expeditious completion of Laidlaw
Environmental's tender offer. In order to convey timely maximum value to its
shareholders, the Safety-Kleen board must now acknowledge the superiority of our
offer and take positive action to facilitate its acceptance."
Laidlaw Environmental Services, Inc., headquartered in Columbia, South Carolina,
supplies hazardous and industrial waste management services to industry and
government across North America. The Company provides customers with local
service from more than 100 locations in the United States and Canada, including
53 service centers, 11 landfills, 6 major incineration facilities and a number
of specialty service locations.
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/
