<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
SCHEDULE 14D-1
(AMENDMENT NO. 3)
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.
Laidlaw Environmental reiterates its commitment to the Laidlaw
Environmental Offer. The full text of the press release, dated February 4 issued
by Laidlaw Environmental with respect to its commitment to the Laidlaw
Environmental Offer is filed herewith as exhibit (a)(18).
Laidlaw Environmental announces the Federal District Court ruling on
Safety-Kleen's Takeover Provisions. The full text of the press release, dated
February 4 issued by Laidlaw Environmental with respect to the Federal District
Court ruling is filed herewith as exhibit (a)(19).
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(18) Text of press release, dated February 4, 1998, issued by Laidlaw
Environmental.
(a)(19) Text of press release, dated February 4, 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: February 5, 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)(18) -- Text of press release, dated February 4, 1998, issued by
Laidlaw Environmental.
(a)(19) -- Text of press release, dated February 4, 1998, issued by
Laidlaw Environmental.
</TABLE>
<PAGE> 1
EXHIBIT (A)(18)
Laidlaw Environmental Committed to $30 Safety-Kleen Bid
COLUMBIA, SOUTH CAROLINA...February 4, 1998. Laidlaw Environmental Services,
Inc. (NYSE:LLE) says it remains committed to its $30 cash and stock offer for
Elgin, Illinois-based Safety-Kleen Corp. (NYSE:SK).
Laidlaw Environmental's chairman, James R. Bullock, said,
"The company remains fully committed to its current offer if
shareholders of Safety-Kleen reject the competing merger proposed by
a shell company organized by Philip Services Corp. (NYSE:PHV) and
two partners. If the shareholders accept the Philip merger proposal,
then Laidlaw's current offer will expire. Laidlaw Environmental will
not withdraw its offer until the February 11th shareholder vote is
official and Safety-Kleen shareholders have had sufficient time to
accept this offer."
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.
-30-
CONTACTS: James R. Bullock Kenneth W. Winger
Chairman President and CEO
Laidlaw Environmental Services Laidlaw Environmental Services
and President and CEO 803-933-4210
Laidlaw Inc.
800-563-6072 ext. 201
<PAGE> 1
EXHIBIT (A)(19)
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 ANNOUNCES RULING ON
SAFETY-KLEEN TAKEOVER PROVISIONS
COLUMBIA, South Carolina (February 4, 1998) - Laidlaw Environmental Services,
Inc. (NYSE:LLE) today announced that the United States District Court for the
Northern District of Illinois has failed to eliminate "poison pill" provisions
enacted by the board of directors of Safety-Kleen Corp. (NYSE:SK) or Wisconsin
"merger moratorium" statute provisions. The provisions create potential
obstacles to the completion of Laidlaw Environmental's current offer to acquire
all of the outstanding shares of Safety-Kleen and can only be eliminated by the
Safety-Kleen board or through further court action.
As previously announced, the Company's current offer will expire should
Safety-Kleen's shareholders approve the Philip Services merger proposal. Laidlaw
urges Safety-Kleen shareholders to vote against the proposed Philip Services
merger on February 11, 1998. Laidlaw said it remains committed to its offer and
will not withdraw its offer until the February 11th shareholder vote is official
and Safety-Kleen shareholders have had sufficient time to accept the 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.
-END-
