SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
(AMENDMENT NO. ____ )*
LAIDLAW INTERNATIONAL, INC.
_______________________________________________________________________________
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
_______________________________________________________________________________
(Title of Class of Securities)
50730R 10 2
_______________________________________________________________________________
(CUSIP Number)
James K. Lehman, Esq.
Senior Vice President, General Counsel and Secretary
Safety-Kleen Corp.
5400 Legacy Drive
Cluster II, Building 3
Plano, Texas 75024
Telephone: (972) 265-2000
_______________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
William R. Kunkel, Esq.
Skadden, Arps, Slate, Meagher & Flom (Illinois)
333 West Wacker Drive
Chicago, Illinois 60606
Telephone: (312) 407-0700
July 21, 2003
_______________________________________________________________________________
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. |_|
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are sent.
(Continued on following pages)
(Page 1 of 6 Pages)
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*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
CUSIP NO. 50730R 10 2 13D PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
SAFETY-KLEEN CORP. (I.R.S. IDENTIFICATION NO. 51-0228924)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |X|
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 5,769,036*
OWNED BY ------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH ------------------------------------------------------
9 SOLE DISPOSITIVE POWER
5,769,036*
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,769,036*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%**
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14 TYPE OF REPORTING PERSON
CO
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* On July 21, 2003, Safety-Kleen Corp. ("SKC") acquired beneficial ownership
of 4,569,036 shares of common stock of Laidlaw International, Inc. (the
"Company"). Subject to U.S. Bankruptcy Court approval, SKC anticipates
acquiring approximately 1,200,000 additional shares of the Company's common
stock. As a result, SKCs total anticipated beneficial ownership is reported
herein.
** The calculation of the foregoing percentage is based on the number of
shares of the Company's common stock outstanding as of July 7, 2003 as set
forth in the Company's Form 10-Q filed with the Securities and Exchange
Commission on July 15, 2003 and reflects SKCs total beneficial ownership of
4,569,036 shares (or 4.4%) acquired on July 21, 2003 and approximately
1,200,000 (or 1.2%) additional shares SKC anticipates acquiring.
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of the common stock, par value $.01
per share (the "Shares"), of Laidlaw International, Inc., a Delaware
corporation (the "Company"), whose principal executive offices are located at
55 Shuman Boulevard, Suite 400, Naperville, Illinois 60563. The telephone
number of the Company is (630) 848-3000.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c), (f) The person filing this statement is Safety-Kleen Corp.
("SKC"), a Delaware corporation.
SKC is a Delaware corporation with its principal offices located at
5400 Legacy Drive, Cluster II, Building 3, Plano, Texas 75024. The telephone
number of SKC is (972) 265-2000. SKC provides a range of services designed to
collect, transport, process, recycle or dispose of hazardous and non-hazardous
industrial and commercial waste streams. SKC is currently reorganizing under
Chapter 11 of the Bankruptcy Code.
The names, citizenship, business addresses, present principal
occupation or employment, and the name and principal business and address of
any corporation or other organization in which such employment is conducted,
of the directors and executive officers of SKC are as set forth in Annex I
hereto and incorporated herein by this reference.
(d) - (e) Except as otherwise disclosed herein, neither SKC, nor, to
its knowledge, any person listed in Annex I has during the last five years (i)
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
As previously reported in its filings with the Securities and
Exchange Commission ("SEC"), in connection with SKC's internal investigation
of its reported financial results and certain of its accounting policies and
practices for the fiscal years 1997, 1998, 1999 and 2000, and a formal
investigation thereof by the SEC, SKC consented to the entry of an injunction
permanently enjoining SKC, its agents, servants, employees, attorneys-in-fact
and all other persons in active concert or participation with them who receive
actual notice of the injunction from violating the books and records,
reporting and anti-fraud provisions of the Securities Exchange Act of 1934, as
amended, and certain rules promulgated thereunder. SKC consented to the
injunction without admitting or denying any allegations against it.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On July 21, 2003, 4,569,036 Shares were issued to SKC in connection
with the effectiveness of the Third Amended Joint Plan of Reorganization of
Laidlaw USA, Inc., the predecessor to the Company, and its Debtor Affiliates
(collectively, the "Debtors") under Chapter 11 of the Bankruptcy Code (the
"Plan") confirmed by the U.S. Bankruptcy Court of the Western District of New
York, and the consummation of the transactions contemplated by the Plan. Under
the Plan and pursuant to the terms of a court-approved settlement with respect
to the various claims asserted by SKC against the Debtors, SKC obtained an
allowed general unsecured claim of $225 million. Pursuant to the Plan, the
Company initiated the distribution of the Shares and cash to its creditors,
including SKC, in satisfaction, discharge and release of the claims of its
creditors. In that initial distribution, SKC received 4,569,036 shares. SKC
anticipates receiving, subject to approval by the U.S. Bankruptcy Court,
approximately 1,200,000, in the aggregate, additional Shares.
ITEM 4. PURPOSE OF TRANSACTION.
(a) As described in Item 3 above, SKC anticipates receiving, subject
to approval by the U.S. Bankruptcy Court, approximately 1,200,000, in the
aggregate, additional Shares. SKC has no present plans to acquire any
additional Shares other than those issued in connection with the Plan.
Pursuant to the terms of the proposed Modified First Amended Joint
Plan of Reorganization of Safety-Kleen Corp. and certain of its Direct and
Indirect Subsidiaries under Chapter 11 of the Bankruptcy Code ("SKC's Plan")
approved by the U.S. Bankruptcy Court for the District of Delaware, SKC would
be required to make a distribution to its creditors (the "Laidlaw
Distribution") of, at the sole option of SKC, either (a) $29 million in cash
(less certain fees) or (b) Shares having a fair market value of $29 million
(less certain fees), provided that if the Shares have a fair market value of
less than $29 million, such distribution may consist of any combination of
Shares and cash. Some or all of the Shares held by SKC may be distributed to
its creditors in connection with the Laidlaw Distribution.
As of July 30, 2003, SKC sold all of the 4,569,036 Shares held by it
directly in open market transactions at an average price of $10.40 per Share.
The proceeds from such sales may or may not be used, in whole or in part, in
the Laidlaw Distribution.
Furthermore, SKC may determine to distribute the additional Shares it
anticipates receiving pursuant to the Plan in the Laidlaw Distribution. In the
alternative, depending upon price, market conditions, availability of funds,
evaluation of alternative investments and other factors, SKC may determine to
sell some or all of any such additional Shares, the proceeds of which may or
may not be used, in whole or in part, in the Laidlaw Distribution.
(b) - (j) SKC has no plans or proposals that relate to or would
result in: an extraordinary corporate transaction involving the Company or any
of its subsidiaries; a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; a change in the present board of directors
or management of the Company; a material change in the present capitalization
or dividend policy of the Company; any other material change in the Company's
business or corporate structure, changes in the Company's charter or bylaws or
other actions that might impede the acquisition of control of the Company by
any other person; causing securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
interdealer quotation system of a registered national securities association;
causing securities of the Company to be eligible for termination of
registration pursuant to the Act; or any other similar action.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) For the purpose of Rule 13d-3 promulgated under the Act,
SKC, by reason of the Company's distribution of Shares on July 21, 2003 and
the anticipated distribution of additional Shares, may have been deemed to
have sole voting power and/or sole dispositive power with respect to (and
therefore beneficially owns) 5,769,036 Shares, representing approximately 5.6%
of the outstanding Shares. As a result of the sales of Shares as previously
disclosed in Item 4 of this statement, SKC may currently be deemed to
beneficially own approximately 1,200,000 Shares, representing approximately
1.2% of the outstanding Shares. Except as set forth in this Item 5, neither
SKC nor, to its knowledge, any person listed in Annex I hereto, owns
beneficially any Shares. With respect to the voting of the Shares, SKC has the
sole power to vote or cause the vote of the Shares in its sole discretion.
(c) Except as previously disclosed in Item 4 of this statement, which
information is hereby incorporated by reference in this Item 5(c), neither SKC
nor, to its knowledge, any person listed in Annex I hereto, has engaged in any
transaction in any Shares during the 60-day period immediately preceding the
date hereof.
(d) Inapplicable.
(e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The information set forth, or incorporated by reference, in Items 3
and 4 of this statement is hereby incorporated by this reference in this Item
6. To SKC's knowledge, except as otherwise described in this Schedule 13D,
there are no contracts, arrangements, understandings or relationships among
the persons named in Item 2 above or listed in Annex I hereto, and between any
such persons and any other person, with respect to any securities of the
Company, including but not limited to, transfer or voting of any of the
securities of the Company, joint ventures, loan or option arrangements, puts
or calls, guarantees or profits, division of profits or loss, or the giving or
withholding of proxies or a pledge or contingency the occurrence of which
would give another person voting power over the securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Description
1 Third Amended Joint Plan of Reorganization of Laidlaw USA, Inc.
and Its Debtor Affiliates, dated January 23, 2003, as modified on
February 25, 2003 and February 27, 2003 (incorporated herein by
reference to Exhibits 2.1, 2.2 and 2.3 to the Company's Current
Report on Form 8-K filed with the Securities and Exchange
Commission on July 7, 2003).
SIGNATURE
After reasonable 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: July 31, 2003
SAFETY-KLEEN CORP.
By: /s/ Larry W. Singleton
________________________
Name: Larry W. Singleton
Title: Executive Vice President
and Chief Financial Officer
ANNEX I
INFORMATION CONCERNING EXECUTIVE OFFICERS AND
DIRECTORS OF SAFETY-KLEEN CORP.
The following are the names, present principal occupations, positions
or employment and past material occupations, positions or employment for each
director and executive officer of SKC for at least the past five years. The
current business address of each person is 5400 Legacy Drive, Cluster II,
Building 3, Plano, Texas 75024 and the current telephone number of SKC is
(972) 265-2000. Each person is a citizen of the United States.
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NAME POSITION
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Ronald A. Rittenmeyer Chairman of the Board, Chief Executive Officer and President
---------------------------- --------------------------------------------------------------
Larry W. Singleton Executive Vice President, Chief Financial Officer and
Director
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Thomas W. Arnst Executive Vice President, Chief Administrative Officer and
Director
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David M. Sprinkle Executive Vice President, Operations
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Bruce E. Roberson Executive Vice President, Sales & Marketing
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James K. Lehman Senior Vice President, General Counsel and Secretary
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Peter E. Lengyel Director
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Kenneth K. Chalmers Director
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David W. Wallace Director
---------------------------- --------------------------------------------------------------
Mr. Rittenmeyer has been Chairman of the Board, Chief Executive
Officer and President of SKC since September 2001. Since December 2002, Mr.
Rittenmeyer has served on the Board of Sterling Chemicals, Inc. Since December
2000, Mr. Rittenmeyer has been the Plan Administrator for the
post-confirmation estate of AmeriServe Food Distribution, Inc. ("AmeriServe"),
a large food distributor business, and its affiliated debtors (collectively,
and together with AmeriServe, the "AFD Fund"). From February 2000 through
November 2000, he was President and CEO and a member of the Board of
AmeriServe, where he led the restructuring of the company which filed for
protection under Chapter 11 of the Bankruptcy Code on January 31, 2000. From
September 1998 through February 2000, he was Chairman, President and CEO of
RailTex, Inc. ("RailTex"), the world's largest shortline railroad holding
company. From March 1997 through August 1998, he was President and COO of
Ryder TRS, Inc. ("Ryder TRS"), the nation's second largest truck rental
company.
Mr. Singleton, a CPA, has been Executive Vice President and Chief
Financial Officer of SKC since November 2001. From July 2000 until November
2001 he was Senior Vice President and Chief Financial Officer of SKC. Mr.
Singleton has been a Director of SKC since August 2002. Mr. Singleton is a
restructuring advisor who has served in various management and consulting
roles to numerous companies during the last eighteen years. From February 2000
through January 2001, Mr. Singleton served as an investment committee member
to Revitalizacni Agentura, a.s., a subsidiary of the Czech Republic's national
bank, formed to assist the Czech government in restructuring numerous
industrial companies. From May 1998 to October 2001, Mr. Singleton was a
consultant to minority shareholders of A. Duba & Sons, Inc., a privately owned
diversified agribusiness and real estate company. In 1998 and 2000, Mr.
Singleton served as an arbitrator in litigation involving contract disputes.
From February 1999 to July 2000, Mr. Singleton served as the Executive Vice
President of Gulf States Steel, Inc. of Alabama, a fully integrated steel
mill, where he assisted with Chapter 11 reorganization efforts, including
arranging pre-filing debtor-in-possession financing and developing various
business plans. During 1998, Mr. Singleton served as a member of the Board of
Directors of Alliance Entertainment Corp., a wholesale distributor of
pre-recorded music, where he joined the Board of Directors after the Chapter
11 filing and assisted with reorganization efforts. From 1996 through 1998,
Mr. Singleton served as Chief Executive Officer, President and Treasurer of
New Energy Corporation of Indiana, an ethanol production facility, where he
assisted with the restructuring of the company without a bankruptcy filing.
Mr. Arnst became Executive Vice President and Chief Administrative
Officer of SKC in November 2001. Mr. Arnst has been a Director of SKC since
August 2002. Since December 2000 Mr. Arnst has served as Executive Vice
President and Chief Administrative Officer of the AFD Fund. From April 2000 to
November 2000, he served as Executive Vice President and Chief Administrative
Officer of AmeriServe. From December 1998 until February 2000, Mr. Arnst was
Senior Vice President, General Counsel and Secretary of RailTex. For more than
2 years prior, Mr. Arnst was Vice President, General Counsel and Secretary of
Ryder TRS.
Mr. Sprinkle became Executive Vice President, Operations of SKC on
October 4, 2002. Mr. Sprinkle has been employed by SKC or one of its
subsidiaries for more than five years. From November 2001 through October 2002
he was Chief Operating Officer. He was President of the CSD from May 2000
through November 2001. Prior to that time, since October 1997 he served in
various capacities, including Senior Vice President of Operations, Senior Vice
President of the Eastern Division, Senior Vice President of the Southern
Division and Senior Vice President of Sales and Services.
Mr. Roberson became Executive President, Sales & Marketing of SKC on
October 4, 2002. For more than five years prior to October 2002, Mr. Roberson
served as a Director of McKinsey & Co., a leading global strategic management
consulting firm.
Mr. Lehman has been Senior Vice President, General Counsel and
Secretary of SKC since November 2001. For more than four years prior, Mr.
Lehman was a partner at law firm of Nelson Mullins Riley & Scarborough, L.L.P.
Mr. Lengyel has been a Director of SKC since March 9, 2001 and is a
member of the Audit Committee and the Human Resources and Compensation
Committee. Since 1998, Mr. Lengyel has been a private investor. For more than
one year prior to that, he held Senior Executive positions at Bankers Trust
Company, including Managing Director and Partner and Executive Vice President
and Partner.
Mr. Chalmers has been a Director of SKC since May 4, 2000 and is the
Chair of the Audit Committee and a member of the Human Resources and
Compensation Committee. Since 1997, Mr. Chalmers has been a business
consultant and director of various organizations. From 1994 to 1998, he served
as a Trustee of First Union Real Estate Equity and Mortgage Investments. He is
a member of the Board of Directors of Learning Insights, Inc., a publisher of
interactive multimedia training and reference products. From 1997 to 1998, he
was a director of Profile Systems, LLC, a provider of wireless data
communications services. Since May 2002 he has been a director of Doverdowns
Gaming & Entertainment, Inc., and Dover Motorsports, Inc. From 1997 to 2001 he
was an Advisory Board Member of Magnify, Inc., and advisor to Paradigm Capital
Ltd. Mr. Chalmers also served as a Director of Catholic Health Partners and
Chairman of its Finance/Audit Committee from 1995 to 2001. He was Vice
Chairman and a member of the Executive Committee of Catholic Health Partners
Foundation and a member of the Alumni Advisory Board of the Kellogg Graduate
School of Management, Northwestern University.
Mr. Wallace has been a Director of SKC since March 11, 2001 and is a
member of the Audit Committee and the Chair of the Human Resources and
Compensation Committee.. From January 1990 until November 1999 he served as
the Chairman of the Board and CEO of Lone Star Industries. Currently he is
President and a Trustee of the Robert R. Young Foundation and a member of the
Board of Governors of The New York Hospital. He is also a member of the Board
of Greenwich Hospital.