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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 15)
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 announces that the Federal Court for the Northern
District of Illinois has set March 12, 1998 for a full hearing on Laidlaw
Environmental's motion for an injunction to force Safety-Kleen's Board to lift
the poison pill and other defensive measures blocking Laidlaw Environmental's
exchange offer to Safety-Kleen shareholders. The full text of the press release,
dated March 5 and issued by Laidlaw Environmental is filed herewith as exhibit
(a)(33) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(33) Text of press release, dated March 5, 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: March 6, 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
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
(a)(33) -- Text of press release, dated March 5, 1998, issued by
Laidlaw Environmental.
</TABLE>
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EXHIBIT (A)(33)
COURT SETS HEARING ON LLE'S MOTION TO LIFT SAFETY-KLEEN'S POISON PILL
COLUMBIA, S.C., March 5 /PRNewswire/ -- Laidlaw Environmental Services, Inc.
(NYSE: LLE) announced today that a Federal District Court Judge in Chicago,
Illinois, set a full hearing for March 12, 1998, on Laidlaw Environmental's
motion for an injunction to force the Safety-Kleen Corp. (NYSE: SK) Board to
lift the poison pill and other defensive measures blocking Laidlaw
Environmental's exchange offer to Safety-Kleen shareholders. The Court said that
serious questions exist concerning the Safety-Kleen Board's conduct in
continuing to rely upon the pill. The Court noted that "substantial weight"
should be given to the opinion of Safety-Kleen's own financial advisor, William
Blair & Co., which found that Laidlaw Environmental's offer provides greater
value than the $27 Philip Group merger proposal. The Court further indicated
that shareholders should not feel coerced to vote in favor of the Philip Group
merger proposal. The Court stated that it can and will require the Board to lift
the pill and other defensive measures and, if necessary, enjoin the merger
proposal if the Court finds that the Safety-Kleen Board has breached its
fiduciary duty by using the poison pill to block a superior offer.
Commenting on the announcement, Mr. Kenneth W. Winger, president and chief
executive officer, said:
"We are pleased that the Court has scheduled a full hearing on our request that
the Safety-Kleen Board be required to lift the poison pill and other measures
being used to block the shareholders from accepting our offer. After the Court
has scrutinized the conduct of the Safety-Kleen Board, we are confident that the
Safety-Kleen Board will not be allowed to continue to obstruct our offer.
Safety-Kleen shareholders should tender their shares into the Laidlaw
Environmental exchange offer and vote against the Philip Group merger proposal
to assure that they can participate in our superior offer.
"Laidlaw Environmental is committed to its offer. If Safety-Kleen shareholders
reject the Philip Group merger proposal on March 9, 1998, we will not withdraw
our offer until Safety-Kleen shareholders have had sufficient time to accept the
Laidlaw Environmental offer."
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.
SOURCE Laidlaw Environmental Services, Inc.
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
