SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 3, 1998
Safety Kleen Corp.
(Exact name of registrant as specified in its charter)
Wisconsin 1-8513 39-6090019
(State or other jurisdiction (Commission) (IRS Employer
of incorporation) File Number) Identification No.)
One Brinckman Way, Elgin, Illinois 60123
(Address of principal executive offices)
Registrant's telephone number, including area code 847-697-8460
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(Former name or former address, if changed since last report.)
Item 1. Change in Control of Registrant
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On April 3, 1998, and, in the case of Common Shares ("Shares") of Safety-
Kleen Corp. ("Safety-Kleen") tendered by guaranteed delivery, on April 7,
1998, Laidlaw Environmental Services, Inc. ("Laidlaw Environmental"), and
its indirect wholly-owned subsidiary LES Acquisition, Inc. ("LES"),
consummated their tender offer ("Exchange Offer") for the Shares,
purchasing an aggregate of 55,751,582 Shares, constituting approximately
93% of the outstanding Shares. In the Exchange Offer, Laidlaw Environmental
paid, for each Share, $18.30 cash and 2.8 Shares of Laidlaw Environmental
Common Stock. Based upon 55,751,582 shares purchased in the Exchange Offer,
Laidlaw Environmental paid approximately $1,020,255,000 plus 156,100,000
shares of Laidlaw Environmental Common Stock in aggregate.
A subsidiary of Laidlaw Environmental already owned 601,100 Shares, thus
giving Laidlaw Environmental total beneficial ownership of 56,352,682
Shares, constituting approximately 94% of the outstanding Shares. In
addition to Laidlaw Environmental, its parent, Laidlaw, Inc., may be deemed
to have acquired control of Safety-Kleen upon consummation of the Exchange
Offer. Prior to the Change of Control, no shareholder of Safety-Kleen held
more than 6.45% of the outstanding Shares, although the Emery Family Group
in aggregate held approximately 10.75% of the outstanding Shares;
accordingly, Safety-Kleen believes that until April 3, 1998, control of
Safety-Kleen resided with its Board of Directors and its stockholder body
as a whole.
The Exchange Offer was made pursuant to an Agreement and Plan of Merger,
dated as of March 16, 1998, by and among Laidlaw Environmental, LES and
Safety-Kleen. The Merger Agreement also provides, subject to limited
customary conditions, for a back end merger (the "Merger") following
consummation of the Exchange Offer, in which the per Share consideration is
to be the same as in the Exchange Offer. The Board of Directors has
established April 8, 1998, as the record date for the special meeting of
shareholders to vote on the Merger; the date of such meeting has not yet
been established.
Pursuant to Section 6.8 of the Merger Agreement, Laidlaw Environmental was
entitled, promptly after its purchase in the Exchange Offer, to have
present Safety-Kleen directors resign and to designate, at its option, up
to that number of members, rounded to the nearest whole number, of Safety-
Kleen's Board of Directors, as would make the percentage of Safety-Kleen's
directors designated by Laidlaw Environmental approximately equal to the
aggregate voting power of the Shares held by Laidlaw Environmental.
Accordingly, on April 4, 1998, Ms. Marcia E. Williams and Messrs. Richard
T. Farmer, Russell A. Gwillum, Edgar D. Jannotta, Karl G. Otzen, Paul D.
Schrage, and W. Gordon Wood each resigned as a director of Safety-Kleen
and, following such resignations, Messrs. James R. Bullock, Leslie W.
Haworth, John W. Rollins, Jr., David E. Thomas, Jr., James L. Wareham,
Kenneth W. Winger and
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Grover C. Wrenn, who were designated by Laidlaw Environmental to become
Safety-Kleen directors, were elected as such. Information concerning the
Laidlaw Environmental designees who have become Safety-Kleen directors is
included (under the caption, "Board of Directors - the LLE Designees") in
the Company's Information Statement filed as Exhibit 99.1 hereto and
incorporated herein by reference. Mr. Donald W. Brinckman, a director
prior to the Change of Control, remains on the Safety-Kleen Board of
Directors.
The Merger Agreement is further described in Amendment No. 29 to Safety-
Kleen's Schedule 14D-9 under the caption "Item 3. Identity and Background -
(b)(5) LLE Merger Agreement, which Amendment No. 29 is filed as Exhibit
99.2, hereto and incorporated herein by reference.
Laidlaw Environmental has advised Safety-Kleen (i) that the source of the
cash portion of the consideration used by Laidlaw Environmental to purchase
shares in the Exchange Offer is a credit facility ("Credit Facility") in
the amount of up to $2.1 billion received from a bank group (the "Lenders")
agented by Toronto Dominion Bank (Texas), Inc. The Credit Facility was
arranged by TD Securities (USA), Inc.; (ii) that Laidlaw Environmental is
also using the Credit Facility to fund the cash portion of the Merger
consideration, to refinance Laidlaw Environmental's and its subsidiaries'
existing bank debt, to refinance Safety-Kleen's and its subsidiaries'
existing and outstanding indebtedness, and to pay fees and expenses related
to the Exchange Offer and the Merger; and (iii) that under the terms of the
Credit Facility, the Shares beneficially owned by Laidlaw Environmental
have been pledged to Toronto Dominion (Texas) Inc., as Agent for the
Lenders pursuant to the Credit Facility. The Lenders are listed below:
Toronto Dominion (Texas), Inc.
The Toronto Dominion Bank
TD Securities (USA) Inc.
The Bank of Nova Scotia
The First National Bank of Chicago
NationsBank, N.A.
Wachovia Bank
Van Kampen American Capital Prime Rate Income Trust
Oak Hill Securities Fund, LP
Pilgrim American Prime Rate Trust
KZH Holding III Corporation
Jackson National Life Insurance Company
American General Annuity Insurance Company
Metropolitan Life Insurance Company
KZH-Crescent Corporation
KZH-Crescent 2 Corporation
Crescent/Mach I Partners, L.P.
Archimedes Funding, L.L.C.
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First Allmerica Financial Life Insurance Company
ING High Income Principal Preservation Fund Holdings, LDC
KZH-ING-1 Corporation
Indosuez Capital Funding III, Limited
KZH-ING-2 Corporation
KZH Soleil Corporation
A further change in control of Safety-Kleen could result in the event of a
default under the Credit Facility and a foreclosure, by Toronto Dominion
(Texas) Inc. on behalf of the Lenders, on the Shares beneficially owned by
Laidlaw Environmental.
Item 7. Financial and Exhibits
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(a) and (b) Not Applicable.
(c) Exhibits
99.1 Registrant's Information Statement pursuant to Rule 14f-1 under
the Securities Exchange Act of 1934, dated March 26, 1998.
99.2 Amendment No. 29, dated March 18, 1998, to Registrant's Schedule
14D-9 (as amended and restated at January 6, 1998).
99.3 Press Release of Safety-Kleen Corp., dated April 3, 1998.
99.4 Press Release of Safety-Kleen Corp., dated April 6, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SAFETY-KLEEN CORP.
/s/ F. Henry Habicht II
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F. Henry Habicht II
Senior Vice President
April 8, 1998
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