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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the Quarterly Period Ended November 30, 1997
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Commission File Number 1-8368
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LAIDLAW ENVIRONMENTAL SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 51-0228924
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1301 Gervais Street Columbia, Suite 300, South Carolina 29201
- ------------------------------------------------------- --------
(Address of principal executive offices) (Zip Code)
(803) 933-4210 (Registrant's telephone number, including area code)
--------------
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(Former name, address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
The number of shares of the issuer's common stock outstanding as of
December 31, 1997 was 182,282,097.
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LAIDLAW ENVIRONMENTAL SERVICES, INC.
INDEX
PART 1 FINANCIAL INFORMATION
Item 1 Financial Statements
Consolidated Statements of Income for the Three Month
Periods Ended November 30, 1997 and 1996 3
Consolidated Balance Sheets as of November 30, 1997 and
August 31, 1997 4
Consolidated Statements of Cash Flows for the Three
Month Periods Ended November 30, 1997 and 1996 5
Notes to Consolidated Financial Statements 6
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
PART II OTHER INFORMATION
Item 1 Legal Proceedings 11
Item 4 Submission of Matters to a Vote of Security Holders 12
Item 6 Exhibits and Reports on Form 8-K 12
Signatures 16
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LAIDLAW ENVIRONMENTAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF INCOME
($ in Thousands, Except Per Share Amounts)
(Unaudited)
Three Months Ended November 30 1997 1996
- ---------------------------------------------------------------------------------------------------------------------
Revenues $211,552 $172,565
Expenses:
Operating 145,325 124,741
Depreciation and amortization 13,895 15,318
Selling, general and administrative 20,401 17,607
- ---------------------------------------------------------------------------------------------------------------------
Total expenses 179,621 157,666
- ---------------------------------------------------------------------------------------------------------------------
Operating income 31,931 14,899
Allocated interest expense - 10,450
Interest expense (net of amount capitalized) 15,139 -
Other income 500 1,166
- ---------------------------------------------------------------------------------------------------------------------
Income from continuing operations
before income tax 17,292 5,615
Income tax expense 7,227 1,200
- ---------------------------------------------------------------------------------------------------------------------
Income from continuing operations
before minority interest 10,065 4,415
Minority interest 79 (827)
- ---------------------------------------------------------------------------------------------------------------------
Income from continuing operations 10,144 3,588
Income from discontinued operations - 703
- ---------------------------------------------------------------------------------------------------------------------
Net income $ 10,144 $ 4,291
=====================================================================================================================
Primary income per share:
Income from continuing operations $ 0.056 $ 0.030
Income from discontinued operations - 0.006
- ---------------------------------------------------------------------------------------------------------------------
Net income $ 0.056 $ 0.036
=====================================================================================================================
Weighted average common and common
stock equivalents outstanding (000s) 180,822 120,000
=====================================================================================================================
Fully diluted income per share:
Income from continuing operations $ 0.047 $ 0.030
Income from discontinued operations - 0.006
- ---------------------------------------------------------------------------------------------------------------------
Net income $ 0.047 $ 0.036
=====================================================================================================================
Weighted average common and common
stock equivalents outstanding (000s) 274,156 120,000
=====================================================================================================================
See accompanying Notes to Consolidated Financial Statements.
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LAIDLAW ENVIRONMENTAL SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
November 30,
1997 August 31,
($ in Thousands) (Unaudited) 1997
- ----------------------------------------------------------------------------------------------------------------------
ASSETS
Current assets
Cash and cash equivalents $ 9,843 $ 11,160
Trade and other accounts receivable 218,534 210,914
Inventories 7,281 7,927
Income taxes recoverable 13,307 13,027
Other current assets 10,930 8,512
- ----------------------------------------------------------------------------------------------------------------------
Total current assets 259,895 251,540
- ----------------------------------------------------------------------------------------------------------------------
Long-term investments 61,951 51,909
- ----------------------------------------------------------------------------------------------------------------------
Land, landfill sites and improvements 431,174 499,326
Buildings 421,030 419,779
Machinery and equipment 582,831 605,310
Construction in process 15,783 15,608
- ----------------------------------------------------------------------------------------------------------------------
Property, plant and equipment 1,450,818 1,540,023
Less: Accumulated depreciation and amortization (298,895) (303,454)
- ----------------------------------------------------------------------------------------------------------------------
Net property, plant and equipment 1,151,923 1,236,569
- ----------------------------------------------------------------------------------------------------------------------
Assets held for sale 41,813 -
Goodwill 69,407 70,527
Deferred charges 5,231 333
- ----------------------------------------------------------------------------------------------------------------------
Total assets $1,590,220 $1,610,878
======================================================================================================================
LIABILITIES
Current liabilities
Accounts payable $ 67,504 $ 48,148
Accrued liabilities 102,332 115,211
Current portion of long-term debt 15,534 12,086
- ----------------------------------------------------------------------------------------------------------------------
Total current liabilities 185,370 175,445
- ----------------------------------------------------------------------------------------------------------------------
Deferred items
Income taxes 57,472 49,790
Other 171,060 179,668
Long-term debt 479,805 528,010
Subordinated convertible debenture 350,000 350,000
- ----------------------------------------------------------------------------------------------------------------------
Total liabilities 1,243,707 1,282,913
Commitments and contingencies
STOCKHOLDERS' EQUITY
Common stock, par value $1.00 per share; authorized 350,000,000;
issued and outstanding 182,271,597; August 31, 1997-180,435,311 182,272 180,435
Additional paid-in capital 392,641 385,200
Cumulative foreign currency translation adjustment (3,083) -
Net unrealized gain on securities available for sale 2,209 -
Accumulated deficit (227,526) (237,670)
- ----------------------------------------------------------------------------------------------------------------------
Total stockholders' equity 346,513 327,965
======================================================================================================================
Total liabilities and stockholders' equity $1,590,220 $1,610,878
======================================================================================================================
See accompanying Notes to Consolidated Financial Statements.
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LAIDLAW ENVIRONMENTAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in Thousands)
(Unaudited)
Three Months Ended November 30 1997 1996
- -------------------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
Net Income $ 10,144 $ 4,291
Adjustments to reconcile net income to net cash
provided by (used in) operations:
Depreciation and amortization 13,895 15,905
Deferred income taxes 6,874 400
Change in accounts receivable (13,283) (15,433)
Change in accounts payable, accrued liabilities and deferred liabilities 2,325 (20,090)
Decrease in liabilities assumed upon acquisition (8,750) -
Change in other, net (3,706) 5,236
- -------------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities 7,499 (9,691)
- -------------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Purchase of property, plant and equipment (8,490) (7,933)
Net increase in long-term investments (12,811) (424)
Proceeds from sales of property, plant and equipment 1,875 1,473
Increase in deferred charges (4,998) -
- -------------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (24,424) (6,884)
- -------------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Issuance of common stock on exercise of stock options 528 -
Bank overdraft (included in accounts payable) 17,600 -
Repayment of long-term debt (2,520) (1,342)
Advances from Laidlaw Inc. - 17,917
- -------------------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 15,608 16,575
- -------------------------------------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents (1,317) -
Cash and cash equivalents at:
Beginning of period 11,160 -
===============================================================================================================================
End of period $ 9,843 $ -
===============================================================================================================================
NONCASH INVESTING AND FINANCING ACTIVITIES:
Net unrealized gain on securities available for sale $ 2,209 $ -
Issuance of common stock to satisfy interest payment due on
November 15, 1997 on subordinated convertible debenture $ 8,750 $ -
===============================================================================================================================
See accompanying Notes to Consolidated Financial Statements.
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LAIDLAW ENVIRONMENTAL SERVICES, INC.
Notes to Consolidated Financial Statements
For the Three Months Ended November 30, 1997
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements
have been prepared in accordance with the instructions to Form 10-Q and Rule
10-01 of Regulation S-X and, therefore, do not include all of the disclosures
required by generally accepted accounting principles for annual financial
statements. In the opinion of management, all adjustments considered necessary
for a fair presentation of the interim period results have been included; all
such adjustments are of a normal recurring nature. Operating results for the
three month period ended November 30, 1997 are not necessarily indicative of the
results that may be expected for the full fiscal year ending August 31, 1998.
These statements should be read in conjunction with the consolidated financial
statements, including the accounting policies, and notes thereto included in the
Registrant's Annual Report on Form 10-K, filed with the Securities and Exchange
Commission on October 31, 1997. Certain amounts as of August 31, 1997 have been
reclassified to conform to the current period's presentations.
In October 1996, the American Institute of Certified Public Accountants
issued Statement of Position 96-1 "Environmental Remediation Liabilities" ("SOP
96-1"). This SOP was adopted by the Company for the fiscal year beginning
September 1, 1997. SOP 96-1 provides that environmental remediation liabilities
should be accrued when the criteria of Statement of Financial Accounting
Standards ("SFAS") No. 5, "Accounting for Contingencies" are met and it includes
benchmarks to aid in the determination of when environmental remediation
liabilities should be recognized. SOP 96-1 also provides guidance with respect
to the measurement of the liability and the display and disclosure of
environmental remediation liabilities in the financial statements. The adoption
of this SOP did not have a material impact on the Company's financial condition
or net income.
NOTE 2 - COMMITMENTS AND CONTINGENCIES
Legal Proceedings:
TAX MATTERS. The consolidated federal income tax returns of Laidlaw
Transportation, Inc. and its U.S. subsidiaries (collectively, "LTI") (which
until May 15, 1997, included certain of the subsidiaries of the Company) for the
fiscal years ended August 31, 1986, 1987 and 1988, have been under audit by the
Internal Revenue Service. In March 1994, LTI received a statutory notice of
deficiency proposing that LTI pay additional taxes relating to disallowed
deductions in those income tax returns. The principal issue involved, relates to
the timing and the deductibility for tax purposes of interest attributable to
loans owning to related foreign persons. LTI has petitioned the United States
Tax Court (captioned as Laidlaw Transportation, Inc. & Subsidiaries et al. vs.
Commissioner of Internal Revenue, Docket Nos. 9361-94 and 9362-94) for a
redetermination of claimed deficiencies of approximately $49.6 million (plus
interest of approximately $84 million as of November 30, 1997). In October 1997,
LTI received a statutory notice of deficiency proposing that the subsidiaries
pay additional taxes of approximately $143.5 million (plus interest of
approximately $129 million as of November 30, 1997) relating to disallowed
deductions in federal income tax returns for the fiscal years ended August 31,
1989, 1990 and 1991, based on the same issues. LTI intends to vigorously contest
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these claimed deficiencies. The Company anticipates that the Internal Revenue
Service will propose adjustments for the same issue in subsequent taxation
years. Pursuant to the February 6, 1997 Stock Purchase Agreement between Rollins
Environmental Services, Inc. ("Rollins") and Laidlaw Inc. ("Laidlaw"), Laidlaw
and LTI agreed to be responsible for any tax liabilities resulting from these
matters. The Company believes that the ultimate disposition of these issues will
not have a materially adverse effect upon the Company's consolidated financial
position or results of operations.
NOTE 3 - STOCKHOLDERS' EQUITY
Changes in the components of stockholders' equity since September 1,
1997 have been as follows ($ in thousands):
Cumulative Unrealized
Foreign Gain on
Additional Currency Assets Total
Common Paid-in Translation Available Accumulated Stockholders'
Stock Capital Adjustment for Sale Deficit Equity
--------- ---------- ----------- ---------- ----------- -------------
Balance at September 1, 1997 $ 180,435 $385,200 $ -- $ -- $(237,670) $327,965
Net income for period -- -- -- -- 10,144 10,144
Exercise of stock options 121 407 -- -- -- 528
Issuance of shares (Note A) 1,716 7,034 -- -- -- 8,750
Unrealized gain on securities
available for sale -- -- -- 2,209 -- 2,209
Cumulative foreign currency
translation adjustments -- -- (3,083) -- -- (3,083)
--------- -------- --------- ------ --------- --------
Balance at November 30, 1997 $ 182,272 $392,641 $ (3,083) $2,209 $(227,526) $346,513
========= ======== ========= ====== ========= ========
Note A: To satisfy interest payment due on November 15, 1997 on subordinated
convertible debenture.
At November 30, 1997, the Company had issued and outstanding
182,271,597 shares of its $1 par value common stock. For accounting purposes,
120 million of these shares were deemed outstanding in all prior periods and
60,375,811 were deemed to have been issued on May 15, 1997, at $2.75 per share,
as consideration for the acquisition of Rollins by the Company.
During the three month period ended November 30, 1997, the Company
purchased equity securities classified as available for sale and accordingly are
reported at fair value as November 30, 1997, with unrealized gains excluded from
earnings and reported as a separate component of stockholders' equity.
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NOTE 4 - ASSETS HELD FOR SALE
On December 18, 1997 the Company sold its municipal solid waste
landfill in Carbon County, Utah to Allied Waste Industries, Inc. The total
consideration received by the Company was $90 million, consisting of $19 million
in cash, assumed debt of approximately $51 million, a promissory note for $10
million with interest at 7% due March 1, 2000, and $10 million contingently
payable March 1, 2000, upon the satisfaction of certain earnings targets. As
well, the Company was reimbursed $14.7 million in cash for trust funds securing
obligations of the landfill. The transaction results in no gain or loss. The
Company's net investment in this landfill of $41.8 million has been classified
as an asset held for sale at November 30, 1997.
NOTE 5 - SUBSEQUENT EVENTS
On November 4, 1997 the Company announced its intent to offer $14.00
cash and 2.4 common shares of the Company for all the 58.3 million outstanding
shares of Safety-Kleen Corp. On November 20, 1997 the Company announced revised
terms to offer $15.00 cash and $15.00 in Company common stock (the "Revised
Offer"). The cash portion is subject to reduction by certain termination
expenses related to a competing offer to a maximum of $75 million in the
aggregate. The common stock portion of the Revised Offer is subject to an
exchange ratio mechanism whereby the value of the common stock issued will total
$15.00 provided that the Company's common stock trades equal to or greater than
$4.28571 and equal to or less than $5.35714 per share, resulting in a
corresponding adjustment to the number of shares to be issued. If the Company's
common stock trades at a price below $4.28571 or above $5.35714, the share
exchange will be limited to 3.5 and 2.8, respectively. The Company has filed a
registration statement on Form S-4, as amended, with the Commission which
contains a preliminary prospectus setting forth the terms and conditions of the
Revised Offer. As of November 30, 1997, the Company incurred $5 million in costs
related to the Revised Offer which are included in deferred charges in the
Consolidated Balance Sheet. If the Revised Offer is not accepted, such costs
will be charged against income at that time.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Results of Operations: Three Months Ended November 30, 1997 compared with
Three Months Ended November 30, 1996
Operating results are as follows ($ in millions):
Three Months Ended November 30,
-----------------------------------------------------
1997 1996 1997 1996
------ ------ ----- -----
Revenue $211.6 $172.6 100.0% 100.0%
Operating expense 145.4 124.8 68.7% 72.3%
Depreciation & amortization 13.9 15.3 6.6% 8.9%
Selling, general & administrative 20.4 17.6 9.6% 10.2%
------ ------ ------ ------
Operating income $ 31.9 $ 14.9 15.1% 8.6%
====== ====== ====== ======
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Revenues
Components of revenue ($ in millions):
Three Months Ended November 30,
-----------------------------------------------
1997 1996
------------------- -------------------
Service Center $ 93.4 37% $ 75.1 37%
Landfill 44.2 17% 49.6 25%
Incinerator 51.1 20% 14.6 7%
Transportation 21.1 8% 27.4 14%
Specialty Services 44.9 18% 35.2 17%
------ ---- ------ ----
254.7 100% 201.9 100%
==== ====
Less: Intercompany eliminations (43.1) (29.3)
------ ------
Total revenue $211.6 $172.6
====== ======
Revenues increased $39.0 million, or 22.6%, during the three months
ended November 30, 1997 compared to the three months ended November 30, 1996.
Revenue for incinerators increased $36.5 million, or 250.0%, while service
center revenues increased $18.3 million, or 24.4%, each reflecting the inclusion
of the acquired Rollins business. Revenue from specialty service operations
increased $9.7 million, or 27.6%, due to increased harbor related dredging,
treatment and disposal management activities. Revenue from landfill operations
decreased $5.4 million, or 10.9%, due to lower receipts at industrial and
municipal solid waste sites, partially offset by higher volumes at the Company's
hazardous waste landfills. Revenues from transportation operations decreased
$6.3 million, or 23.0%, impacted by the lower non-hazardous landfill waste
volumes. Revenue from intercompany sources increased $13.8 million, or 47.1%,
due to the redirection of waste streams for internal disposal. As a result, the
Company increased the internalization of waste disposal activities to 76% in the
current quarter, up from 68% in fiscal year 1997.
Management's estimates of the components of changes in the Company's
consolidated revenue are as follows:
Percentage Increase (Decrease)
Three Months Ended November 30,
---------------------------------------
1997 over 1996 1996 over 1995
-------------- --------------
Expansion of customer base by acquisition 23.5 % 1.6 %
Other, primarily through volume and price changes 4.5 %
(4.7)%
Divestitures and closures (4.9)% (0.8)%
Foreign exchange rate changes (0.5)% (0.1)%
----- -----
Total 22.6 % (4.0)%
===== =====
The comparative increase in revenue for the quarter ended November 30,
1997 was primarily due to the inclusion of the acquired operations of Rollins.
Current revenues from existing operations were supported by additional volumes
at certain hazardous waste landfills and from continuing harbor related
dredging, treatment and disposal activities. Volume related increases were
somewhat offset by previous rationalization measures at Gulf Coast remedial
services operations and by reduced volumes at certain industrial and municipal
solid waste landfills. Prior period revenues included contributions from a
wastewater facility and the Clive, Utah incineration facility, which were closed
in fiscal 1997.
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Operating Expenses
Operating expenses increased $20.6 million, or 16.5%, during the three
months ended November 30, 1997, compared to the three months ended November 30,
1996. The increase was primarily attributable to additional business obtained as
part of the acquisition of Rollins. As a percentage of revenue, operating
expense decreased to 68.7% from 72.3% in the comparable prior year period,
primarily due to stabilized pricing, the increased utilization of existing
facilities and ongoing cost reduction initiatives.
Depreciation and Amortization Expense
Depreciation and amortization expense decreased $1.4 million, or 9.3%,
during the quarter ended November 30, 1997, compared to the prior year quarter.
The decrease was related to reduced non-hazardous landfill cell space
consumption and the closures of a wastewater facility and the Clive, Utah
incineration facility. As a percentage of revenue, depreciation and amortization
expense decreased to 6.6% from 8.9% in the prior year.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $2.8 million, or
15.9% during the three months ended November 30, 1997, versus the prior year
quarter. As a percentage of revenue, selling, general and administrative
expenses decreased to 9.6% from 10.2% in the prior year quarter due to cost
reduction measures and economies of scale gained through the Rollins
acquisition.
Interest Expense
Interest expense increased $4.7 million, or 44.9% during the three
months ended November 30, 1997, over the prior year period primarily as a result
of the recapitalization related to the Rollins acquisition. Prior to May 15,
1997 interest expense was allocated from the parent corporation, Laidlaw.
Income Tax Expense
Prior to May 15, 1997, income tax expense was allocated from the parent
corporation. Effective May 15, 1997, the Company is subject to full federal and
state income tax effects.
FACTORS THAT MAY AFFECT FUTURE RESULTS
This report contains various forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, including
financial, operating and other projections. These statements are based on
current plans and expectations of the Company and involve risks and
uncertainties that could cause actual future activities and results of
operations to be materially different from those set forth in the
forward-looking statements.
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Important factors that could cause actual results to differ include,
among others, risks associated with acquisitions, fluctuations in operating
results because of acquisitions and variations in stock prices, changes in
applicable government regulations, competition, and risks associated with the
operations and growth of the newly acquired business of Rollins. As a result of
these factors, the Company's revenue and income could vary significantly from
quarter to quarter, and past financial performance should not be considered a
reliable indicator of future performance.
LIQUIDITY AND CAPITAL RESOURCES
The cash generated by operating activities in the three months ended
November 30, 1997 totaled $7.5 million. This was composed of $35.0 million from
operations before financing working capital and the impact of acquisition
related spending, $18.7 million to finance working capital (primarily accounts
receivable) and $8.8 million related to spending on prior period acquisition
liabilities.
The cash used in investing activities totaled $24.4 million including
$6.6 million for capital expenditures (net of proceeds of disposal), $12.8
million for purchases of long-term investments (primarily an investment in the
shares of Safety-Kleen Corp.) and a $5.0 million increase in deferred charges
related to the Company's offer to acquire Safety-Kleen Corp.
The Company believes that it has adequate liquidity to finance its
planned capital expenditure and debt retirement needs through cash generated by
operations and available sources of liquidity under its bank credit facilities.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
TAX MATTERS. The consolidated federal income tax returns of LTI (which
until May 15, 1997, included certain of the subsidiaries of the Company) for the
fiscal years ended August 31, 1986, 1987 and 1988, have been under audit by the
Internal Revenue Service. In March 1994, LTI received a statutory notice of
deficiency proposing that LTI pay additional taxes relating to disallowed
deductions in those income tax returns. The principal issue involved, relates to
the timing and the deductibility for tax purposes of interest attributable to
loans owning to related foreign persons. LTI has petitioned the United States
Tax Court (captioned as Laidlaw Transportation, Inc. & Subsidiaries et al. vs.
Commissioner of Internal Revenue, Docket Nos. 9361-94 and 9362-94) for a
redetermination of claimed deficiencies of approximately $49.6 million (plus
interest of approximately $84 million as of November 30, 1997). In October 1997,
LTI received a statutory notice of deficiency proposing that the subsidiaries
pay additional taxes of approximately $143.5 million (plus interest of
approximately $129 million as of November 30, 1997) relating to disallowed
deductions in federal income tax returns for the fiscal years ended August 31,
1989, 1990 and 1991, based on the same issues. LTI intends to vigorously contest
these claimed deficiencies. The Company anticipates that the Internal Revenue
Service will propose adjustments for the same issue in subsequent taxation
years. Pursuant to the February 6, 1997 Stock Purchase Agreement between Rollins
and Laidlaw, Laidlaw and LTI agreed to be responsible for any tax liabilities
resulting from these matters. The Company believes that the ultimate disposition
of these issues will not have a materially adverse effect upon the Company's
consolidated financial position or results of operations.
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Other than as herein reported there have been no additional significant
legal proceedings nor any material changes in the legal proceedings reported on
pages 8 through 11 of the Registrant's Annual Report on Form 10-K for the fiscal
year ended September 30, 1997.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company's Annual Meeting of Stockholders was held on November 25,
1997. At the meeting, the Company's stockholders (i) elected the four
individuals who had been nominated to be members of the Board of Directors, (ii)
approved the 1997 Stock Option Plan encouraging stock ownership by key
employees, and (iii) approved the Directors Stock Option Plan encouraging stock
ownership by the directors. The following table sets forth the voting results:
For Against Withheld Abstentions
--- ------- -------- -----------
Election of Directors:
Leslie W. Haworth 166,082,800 - 2,380,171 -
Henry B. Tippie 165,996,420 - 2,466,551 -
James L. Wareham 166,079,959 - 2,383,012 -
Kenneth W. Winger 166,059,633 - 2,403,338 -
Approval of the 1997 Stock Option Plan 166,694,860 1,477,398 - 290,713
Approval of the Directors Stock Option Plan 166,142,172 1,991,110 - 329,689
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
(3)(a) Restated Certificate of Incorporation of the Company dated May 13, 1997
and Amendment to Certificate of Incorporation dated May 15, 1997 filed as
Exhibit 3(a) to the Registrant's Form 10-Q for the Quarter ended May 31, 1997
and incorporated herein by reference.
(3)(a)(i) Certificate of Correction Filed to Correct a Certain Error in the
Restated and Amended Certificate of Incorporation of the Company dated October
15, 1997 filed as Exhibit (3)(a)(i) to the Registrant's Form 10-K for the Year
ended August 31, 1997, and incorporated herein by reference.
(3)(b) Amended and Restated Bylaws of the Company filed as Exhibit 4(ii) to the
Registrant's Current Report on Form 8-K dated July 29, 1997 and incorporated
herein by reference.
(4)(a) Rights Agreement dated as of June 14, 1989 between the Company and First
Chicago Trust Company as successor to Registrar and Transfer Company, as Rights
Agent filed as Exhibit 4(e) to the Registrant's Current Report on Form 8-K filed
on June 13, 1995 and incorporated herein by reference.
(4)(b) Amendment No. 1 dated as of March 31, 1995 to the Rights Agreement
between the Company and First Chicago Trust Company as successor to Registrar
and Transfer Company, as Rights Agent filed as Exhibit 4(f) to the Registrant's
Current Report on Form 8-K on June 13, 1995 and incorporated herein by
reference.
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(4)(c) Amendment No. 2 dated as of April 30, 1997 to the Rights Agreement
between the Company and First Chicago Trust Company as successor to Registrar
and Transfer Company, as Rights Agent.
(4)(d) Credit Agreement among Laidlaw Chem-Waste, Inc., Laidlaw Environmental
Services (Canada) Ltd., Toronto Dominion (Texas) Inc., The Toronto-Dominion
Bank, TD Securities (USA) Inc., the Bank of Nova Scotia, NationsBank, N.A. and
The First National Bank of Chicago and NationsBank, N.A. as Syndication Agent
dated as of May 9, 1997, filed as Exhibit 4(c) to the Registrant's Form 10-Q for
the Quarter ended May 31, 1997, and incorporated herein by reference.
(4)(e) $350,000,000 5% Subordinated Convertible Pay-In-Kind Debenture due 2009
issued by Registrant on May 15, 1997 to Laidlaw Inc. the form of which was
included as an appendix to the Registrant's Definitive Proxy Statement on Form
DEF 14A, filed on May 1, 1997 and incorporated herein by reference.
(4)(f) Registration Rights Agreement dated May 15, 1997 between Registrant,
Laidlaw Transportation, Inc. and Laidlaw Inc. included as an appendix to the
Registrant's Definitive Proxy Statement on Form DEF 14A, the form of which was
filed on May 1, 1997 and incorporated herein by reference.
(4)(g) Indenture dated as of May 1, 1993 between the Industrial Development
Board of the Metropolitan Government of Nashville and Davidson County
(Tennessee) and NationsBank of Tennessee, N.A., filed as Exhibit 4(f) to the
Registrant's Form 10-Q for the Quarter ended May 31, 1997, and incorporated
herein by reference.
(4)(h) Indenture of Trust dated as of February 1, 1995 between Carbon County,
Utah and West One Bank, Utah, now known as U.S. Bank, as Trustee, filed as
Exhibit 4(g) to the Registrant's Form 10-Q for the Quarter ended May 31, 1997,
and incorporated herein by reference.
(4)(i) Indenture of Trust dated as of August, 1995 between Tooele County, Utah
and West One Bank, Utah, now known as U.S. Bank, as Trustee, filed as Exhibit
4(h) to the Registrant's form 10-Q for the Quarter ended May 31, 1997, and
incorporated herein by reference.
(4)(j) Indenture of Trust dated as of July 1, 1997 between Carbon County, Utah
and U.S. Bank, a national banking association, as Trustee, filed as Exhibit 4(i)
to the Registrant's Form 10-Q for the Quarter ended May 31, 1997, and
incorporated herein by reference.
(4)(k) Indenture of Trust dated as of July 1, 1997 between Tooele County, Utah
and U.S. Bank, a national banking association, as Trustee, filed as Exhibit 4(j)
to the Registrant's Form 10-Q for the Quarter ended May 31, 1997, and
incorporated herein by reference.
(4)(l) Indenture of Trust dated as of July 1, 1997 between California Pollution
Control Financing Authority and U.S. Bank, a national banking association, as
Trustee, filed as Exhibit 4(k) to the Registrant's Form 10-Q for the Quarter
ended May 31, 1997, and incorporated herein by reference.
(4)(m) Stock Purchase Agreement between Westinghouse Electric Corporation
(Seller) and Rollins Environmental Services, Inc. (Buyer) for National Electric,
Inc. dated March 7, 1995 filed as Exhibit 2 to the Registrant's Current Report
on Form 8-K filed on June 13, 1995 and incorporated herein by reference.
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(4)(n) Second Amendment to Stock Purchase Agreement (as referenced in Exhibit
(4)(m) above, dated May 15, 1997 among Westinghouse Electric Corporation,
Rollins Environmental Services, Inc. and Laidlaw Inc., filed as Exhibit 4(m) to
the Registrant's Form 10-Q for the Quarter ended May 31, 1997, and incorporated
herein by reference.
(4)(o) Promissory Note dated May 15, 1997 for $60,000,000 from Laidlaw
Environmental Services, Inc. to Westinghouse Electric Corporation, filed as
Exhibit 4(n) to the Registrant's Form 10-Q for the Quarter ended May 31, 1997,
and incorporated herein by reference.
(4)(p) Guaranty Agreement dated May 15, 1997 by Laidlaw Inc. to Westinghouse
Electric Corporation guaranteeing Promissory Note dated May 15, 1997 (as
referenced in Exhibit (4)(o)) from Laidlaw Environmental Services, Inc. to
Westinghouse Electric Corporation, filed as Exhibit 4(o) to the Registrant's
Form 10-Q for the Quarter ended May 31, 1997, and incorporated herein by
reference.
(10)(a) Rollins Environmental Services, Inc. 1982 Incentive Stock Option Plan
filed with Amendment No. 1 to the Company's Registration Statement No. 2-84139
on Form S-1 dated June 24, 1983 and incorporated herein by reference.
(10)(b) Rollins Environmental Services, Inc. 1993 Stock Option Plan filed with
the Company's Proxy Statement for the Annual Meeting of Shareholders held
January 28, 1994 and incorporated herein by reference.
(10)(c) Laidlaw Environmental Services, Inc. 1997 Stock Option Plan, filed as
Exhibit 4.4 to the Company's Registration Statement on Form S-8 dated December
10, 1997 and incorporated herein by reference.
(10)(d) Laidlaw Environmental Services, Inc. Director's Stock Option Plan, filed
as Exhibit 4.5 to the Company's Registration Statement on Form S-8 dated
December 10, 1997 and incorporated herein by reference.
(10)(e) Stock Purchase Agreement dated February 6, 1997 among the Registrant,
Laidlaw Inc., and Laidlaw Transportation, Inc. included as an appendix to the
Definitive Proxy Statement on Form DEF 14A filed on May 1, 1997 and incorporated
herein by reference.
(10)(f) Management Incentive Plan for fiscal year 1998.
(10)(g) Laidlaw Environmental Services, Inc. U.S. Supplemental Executive
Retirement Plan.
(11) Statement of Computation of Per Share Earnings.
(27) Financial Data Schedule.
(99)(a) Definitive Proxy Statement on Form DEF 14A, filed with the Securities
and Exchange Commission on May 1, 1997 and incorporated herein by reference.
(b) Reports on Form 8-K.
The Company filed a Current Report on Form 8-K, dated November 5, 1997, which
contained Item 5 related to a press release publicizing the intent to file
documents with the Securities and Exchange Commission pertaining to an offer for
Safety-Kleen Corp.
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The Company filed a Current Report on Form 8-K, dated November 14, 1997, which
contained Item 5 related to a press release publicizing the filing of a Form
S-4.
The Company filed a Current Report on Form 8-K, dated November 14, 1997, which
contained Item 5 related to a press release publicizing an additional harbor
dredging contract.
The Company filed a Current Report on Form 8-K, dated November 19, 1997, which
contained Item 5 related to a press release publicizing the response to the
Safety-Kleen Corp. lawsuit filed against it.
The Company filed a Current Report on Form 8-K, dated November 21, 1997, which
contained Item 5 related to a press release announcing a revised offer for
Safety-Kleen Corp.
The Company filed a Current Report on Form 8-K, dated November 25, 1997, which
contained Item 5 related to a press release publicizing the filing of a Form
S-4/A and the filing of a lawsuit against Safety-Kleen Corp.
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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 thereunto duly authorized.
DATE: January 13, 1998 LAIDLAW ENVIRONMENTAL SERVICES, INC.
---------------- --------------------------------------
(Registrant)
/s/ Kenneth W. Winger
--------------------------------------
Kenneth W. Winger
President and Chief Executive Officer
/s/ Paul R. Humphreys
--------------------------------------
Paul R. Humphreys
Senior Vice President-Finance and
Chief Financial Officer
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