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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 6)
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 announced that the Laidlaw Environmental Offer is set
to expire February 13, 1998 at 12:00 Midnight, New York City time. Under the
offer, each shareholder of Safety-Kleen would receive $18.00 in cash and 2.8 LLE
common shares for each SK common share. The full text of the press release,
dated February 13 and issued by Laidlaw Environmental is filed herewith as
exhibit (a)(23) and is incorporated herein by reference.
Laidlaw Environmental announced that 54.2% of the outstanding shares of
Safety-Kleen had been tendered under the Laidlaw Environmental Offer. The
Company also announced that due to the significant response, the offer has been
extended until 5:00 p.m. New York City time on February 19, 1998. The full text
of the press release, dated February 16 and issued by Laidlaw Environmental is
filed herewith as exhibit (a)(24) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(23) Text of press release, dated February 13, 1998, issued by Laidlaw
Environmental.
(a)(24) Text of press release, dated February 16, 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: February 17, 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
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EXHIBIT
NUMBER DESCRIPTION
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<S> <C> <C>
(a)(23) -- Text of press release, dated February 13, 1998, issued by
Laidlaw Environmental.
(a)(24) -- Text of press release, dated February 16, 1998, issued by
Laidlaw Environmental.
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EXHIBIT (A)(23)
Laidlaw Environmental Offer Expires Today
Friday, February 13, 1998 05:16 PM
COLUMBIA, S.C., Feb. 13 /PRNewswire/ -- Laidlaw Environmental Services, Inc.
(NYSE: LLE) today reiterated that its current offer to purchase all the
outstanding shares of Safety-Kleen Corp. (NYSE: SK) is set to expire today at
12:00 Midnight, New York City time. Under the offer, each shareholder of
Safety-Kleen would receive $18.00 in cash and 2.8 LLE common shares.
Commenting on the status of the offer, Kenneth W. Winger, Laidlaw
Environmental's president and chief executive officer, said:
"We continue to receive positive support for our offer to Safety-Kleen
shareholders, which we firmly believe to be superior in value to the Philip
buyout group merger proposal. We were also pleased by reports that both William
Blair, Safety-Kleen's own investment banker, and Institutional Shareholder
Services believe the value of our offer to be superior to the Philip merger
proposal. Now is the time for Safety-Kleen shareholders to realize value for
their shares and we urge them to tender their shares to the Laidlaw
Environmental offer."
Commenting on the certainty of the Philip Services Corp. merger proposal, Mr.
Winger stated:
"The Philip merger agreement was signed on November 20, 1997, and a Safety-Kleen
Shareholders' meeting scheduled for the purpose of voting on the merger
agreement was scheduled for February 11, 1998. The shareholders meeting has
since been postponed to February 25, 1998. In a February 7, 1998 letter to the
Safety-Kleen Board of Directors, Philip stated that it has engaged in "extensive
discussions with (its) lead bankers," but that bank approvals had not yet been
obtained and formal agreements have not yet been prepared. Despite its
assurances that financing will be available when required, Philip's funding
commitment remains unverified at this late date."
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
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EXHIBIT (A)(24)
Over 54% Of Safety-Kleen Shares Favor Laidlaw Environmental Offer
Monday, February 16, 1998 10:47 AM
Offer Extended
COLUMBIA, S.C., Feb. 16 /PRNewswire/ -- Laidlaw Environmental Services, Inc.
(NYSE: LLE) today announced that 31.5 million shares had been tendered under
Laidlaw Environmental's offer to purchase all the outstanding shares of
Safety-Kleen Corp. (NYSE: SK). This, together with the 601,100 shares already
owned by the Company, represents 54.2% of the outstanding shares of
Safety-Kleen. The Company also announced that due to the significant response,
the offer has been extended until 5:00 p.m. New York City time on February 19,
1998.
Under the extended offer, each shareholder of Safety-Kleen will receive 2.8 LLE
common shares (the Exchange Ratio) and $18.00 in cash for each Safety- Kleen
common share validly tendered and not withdrawn.
Commenting on these developments, Kenneth W. Winger, Laidlaw Environmental's
president and chief executive officer, said:
"For some time we have been saying that the Laidlaw Environmental offer provides
superior value. Institutional Shareholder Services has supported our view. Last
week, Safety-Kleen's own investment advisor, William Blair, agreed. On Friday,
the majority of Safety-Kleen shareholders also concurred as to the superiority
of our offer in terms of value and certainty. In light of the number of shares
tendered to the Laidlaw Environmental offer, we believe there is little
likelihood that the Philip group's merger proposal will be approved. Extending
our offer until Thursday provides the Safety-Kleen Board the opportunity to
consider the wishes of the majority of its shareholders and to eliminate the
poison pill provisions and Wisconsin merger moratorium statute provisions that
prevent Safety-Kleen shareholders from realizing the benefits of our superior
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.
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
