<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
SCHEDULE 14D-1
(AMENDMENT NO. 7)
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 announced that the Laidlaw Environmental Offer is set
to expire February 26, 1998 at 12:00 Midnight, New York City time. The full text
of the press release, dated February 18 and issued by Laidlaw Environmental is
filed herewith as exhibit (a)(25) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(25) Text of press release, dated February 18, 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 18, 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)(25) -- Text of press release, dated February 18, 1998, issued by
Laidlaw Environmental.
</TABLE>
<PAGE> 1
EXHIBIT (A)(25)
LAIDLAW ENVIRONMENTAL OFFER EXTENDED THROUGH FEBRUARY 26
COLUMBIA, SOUTH CAROLINA...FEBRUARY 18, 1998/PRNewswire/ -- Laidlaw
Environmental Services, Inc. (NYSE:LLE) today announced that it has further
extended its exchange offer for Safety-Kleen Corp. (NYSE:SK) to 12:00 p.m.
Midnight New York City time on Thursday, February 26, 1998.
Commenting on the announcement, Kenneth W. Winger, Laidlaw Environmental's
president and chief executive officer, said:
"Last Friday Safety-Kleen shareholders delivered a clear message to the
Safety-Kleen Board: 'We prefer the Laidlaw Environmental offer!' On Monday, we
extended our offer to give the Safety-Kleen Board time to act responsibly and
remove the poison pill and other anti-takeover devices that prevent us from
accepting and paying for Safety-Kleen shares. Mr. Donald Brinckman, in his
February 16th press release, made clear that the Safety-Kleen Board still
intends to pursue the inferior $27 Philip group merger proposal, to hold a
special shareholder meeting on February 25th and to oppose our offer. We fully
expect Safety-Kleen shareholders to vote against the $27 Philip group proposal.
The Safety-Kleen Board will then have to recognize the will of its shareholders.
Should the Safety-Kleen Board continue thereafter to use its poison pill
against its own shareholders, we will promptly seek injunctive relief in Chicago
Federal Court. Accordingly, we have extended our offer to February 26th."
Continuing, Mr. Winger said:
"Institutional Shareholder Services, the leading independent proxy advisory
firm, and Safety-Kleen's own financial advisor, William Blair, compared our
offer with the $27 Philip group proposal and found our offer superior. The
majority of Safety-Kleen shareholders have made clear they prefer our offer. In
our view, the Safety-Kleen Board stands alone in opposition."
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.
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
