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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
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
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1301 Gervais Street Columbia, Suite 300, South Carolina 29201
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(Address of principal executive offices) (Zip Code)
(803) 933-4210
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(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
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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 II OTHER INFORMATION
Item 2 Changes In Securities and Use Of Proceeds 3
Item 6 Exhibits and Reports on Form 8-K 3
Signatures 6
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PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
(a) On November 17, 1997, the Registrant issued 1,715,686 shares of its common
stock, par value $1.00 per share ("LLE Stock"), to Laidlaw Transportation Inc.,
as interest payment on the $350,000,000 5% Subordinated Convertible Pay-In-Kind
debenture (the "Debenture") issued to Laidlaw Transportation, Inc. on May 15,
1997. The Company believes that the shares are exempt from registration pursuant
to Section (4)(2) of the Securities Act of 1933, as amended (the "Act"). In
determining to issue the LLE Stock without registration under the Act management
considered the fact that the offering was being made to a single offeree in
connection with the interest payment under the Debenture and further, Laidlaw
Transportation, Inc. represented to the Registrant that it was acquiring the LLE
Stock for investment and not with a view to, or for resale in connection with,
any distribution of the LLE Stock.
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.
(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 Transportation, 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.
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(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.
(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.
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(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.
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: July 17, 1998 LAIDLAW ENVIRONMENTAL SERVICES, INC.
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(Registrant)
/s/Kenneth W. Winger
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Kenneth W. Winger
President and Chief Executive Officer
/s/Paul R. Humphreys
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Paul R. Humphreys
Senior Vice President-Finance and
Chief Financial Officer
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INDEX TO 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.
(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 Transportation, 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.
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(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.
(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
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(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.
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