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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 18)
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 said today that the actions taken by the Safety-Kleen
Board of Directors, which were announced yesterday morning, were at best
misleading and did not fully address the conditions of Laidlaw Environmental's
offer to Safety-Kleen shareholders. The full text of the press release dated
March 13 and issued by Laidlaw Environmental is filed herewith as exhibit
(a)(36) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(36) Text of press release, dated March 13, 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 13, 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)(36) -- Text of press release, dated March 13, 1998, issued by
Laidlaw Environmental.
</TABLE>
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EXHIBIT (A)(36)
Laidlaw Environmental Finds Actions Of Safety-Kleen Board Inadequate
COLUMBIA, S.C., March 13 /PRNewswire/ -- Laidlaw Environmental Services, Inc.
(NYSE: LLE) said today that the actions taken by the Safety-Kleen Corp. (NYSE:
SK) Board of Directors, which were announced yesterday morning, were at best
misleading and did not fully address the conditions of LLE's offer to the SK
shareholders. Unfortunately, the Board's actions were conditional in nature and
inadequate to fully remove the poison pill provisions as impediments to the
completion of Laidlaw Environmental's acquisition of Safety-Kleen.
It is not necessary for the present SK Board to take any position with respect
to the LLE offer or to approve the Merger. However, in order for LLE to publicly
confirm that "it will effect the Merger", the SK Board must resign on a timely
basis, following the tender of at least 2/3 of the SK shareholders to the LLE
offer, to allow a new Board to be installed to "effect the Merger". In
discussions held yesterday with representatives of the SK Board, LLE was advised
that the SK Board presently has no intention to resign and thus LLE cannot
"effect the Merger".
Commenting on the Safety-Kleen Board's failure to fully satisfy the conditions
of the offer, Mr. Kenneth W. Winger, Laidlaw Environmental's president and chief
executive officer, said:
"I remain disappointed by the failure of the SK Board to recognize and
act in accordance with its shareholders' wishes. We are continuing to pursue
our claims in Federal District Court in Chicago to have the remaining obstacles
to our offer removed. We urge the SK shareholders to tender their shares to the
LLE offer by Monday and reinforce the message to the SK Board that they want a
timely resolution to this matter."
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
