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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) JUNE 23, 1998
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VIROGROUP, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA
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(State or other jurisdiction of incorporation)
0-19350 59-1671036
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(Commission File Number) (IRS Employer Identification No.)
5217 LINBAR DRIVE, SUITE 309
NASHVILLE, TENNESSEE 37211
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (615) 832-0081
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On June 23, 1998, Virogroup, Inc., a Florida corporation (the
"Registrant"), entered into an agreement (the "Merger Agreement") pursuant to
which all of its outstanding capital stock not currently owned by Laidlaw
Environmental Services (US), Inc., a Delaware corporation ("Laidlaw"),
consisting of approximately 50% of the outstanding shares of the Registrants'
common stock, will be acquired by Laidlaw pursuant to the merger (the "Merger")
of LES Merger, Inc., a newly-formed, wholly-owned subsidiary of Laidlaw ("Merger
Sub") with and into the Registrant. A copy of the Merger Agreement is being
filed as Exhibit 2.1 hereto. Pursuant to the Merger, each outstanding share of
the Registrant's common stock, par value $.01 per share, will be converted into
the right to receive $0.75 in cash. As a result of the Merger, the Registrant
will become a wholly-owned subsidiary of Laidlaw. The Merger is subject to
approval of the Registrant's shareholders.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated June 23, 1998, by and among the
Registrant, Laidlaw and Merger Sub.
99.1 Press Release of the Registrant dated June 23, 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 thereunto duly authorized.
VIROGROUP, INC.
Dated: June 30, 1998 By: /s/ Charles S. Higgins, Jr.
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Charles S. Higgins, Jr. President