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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 24
to
SCHEDULE 14D-9
(AS AMENDED AND RESTATED AT JANUARY 6, 1998)
Solicitation/Recommendation Statement Pursuant
to Section 14(d)(4) of the
Securities Exchange Act of 1934
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SAFETY-KLEEN CORP.
(Name of Subject Company)
SAFETY-KLEEN CORP.
(Names of Person(s) Filing Statement)
Common Stock, Par Value $0.10 Per Share
(Including the Associated Common Share Purchase Rights)
(Title of Class of Securities)
786484105
(CUSIP Number of Class of Securities)
DONALD W. BRINCKMAN
Chairman And Chief Executive Officer
One Brinckman Way
Elgin, Illinois 60123-7857
(847) 697-8460
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) filing Statement)
________________
With a copy to:
DENNIS N. NEWMAN, ESQ.
Sonnenschein Nath & Rosenthal
Sears Tower
Chicago, Illinois 60606
(312) 876-8000
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INTRODUCTION
Safety-Kleen Corp. ("Safety-Kleen") hereby amends and supplements its
Solicitation/Recommendation Statement on Schedule 14D-9, as amended and restated
at January 6, 1998 and amended on January 9, 1998, January 12, 1998, January 14,
1998, January 16, 1998, January 20, 1998, January 21, 1998, January 26, 1998,
January 27, 1998, February 4, 1998, February 9, 1998, February 11, 1998,
February 13, 1998, February 17, 1998, February 17, 1998, February 19, 1998,
February 23, 1998, February 23, 1998, February 24, 1998, February 26, 1998,
March 2, 1998, March 3, 1998, March 5, 1998 and March 9, 1998 (as amended, the
"Schedule 14D-9"), with respect to the exchange offer made by LES Acquisition,
Inc., a wholly-owned subsidiary of Laidlaw Environmental Services, Inc., for all
of the outstanding Shares. Capitalized terms not defined herein have the
meanings assigned thereto in the Schedule 14D-9.
Item 8. Additional Information to be Furnished.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding
the following text thereto:
On March 9, 1998, Safety-Kleen issued the press release which is
attached hereto as Exhibit 55 and is incorporated herein by reference.
Item 9. Materials to be Filed as Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding
the following text thereto:
Exhibit 55 Press Release issued by Safety-Kleen Corp., dated March 9, 1998
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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.
SAFETY-KLEEN CORP.
By: /s/ Donald W. Brinckman
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Name: Donald W. Brinckman
Title: Chairman and Chief Executive Officer
Dated: March 9, 1998
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EXHIBIT INDEX
Except as noted below, the following Exhibits have been previously filed in
connection with this Statement.
Exhibit No. Description
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Exhibit 1 Excerpts from Safety-Kleen's Proxy Statement, dated March 28,
1997, relating to Safety-Kleen's 1997 Annual Meeting of
Shareholders.
Exhibit 2 Share Ownership of Certain Beneficial Owners and Management.
Exhibit 3 Agreement and Plan of Merger, dated as of November 20, 1997, by
and among SK Parent Corp., SK Acquisition Corp. and Safety-Kleen
Corp.
Exhibit 4 Form of Change of Control Severance Agreement.
Exhibit 5 Letter to Shareholders of Safety-Kleen, dated January 6, 1998.
Exhibit 6 Press Release issued by Safety-Kleen Corp., dated December 22,
1997.
Exhibit 7 Text of September 24, 1997 letter from Laidlaw Environmental
Services, Inc.
Exhibit 8 Text of November 4, 1997 letter from Laidlaw Environmental
Services, Inc.
Exhibit 9 Text of November 13, 1997 letter from Laidlaw Environmental
Services, Inc.
Exhibit 10 Complaint filed by Safety-Kleen Corp. v. Laidlaw Environmental
Services, Inc. (dated November 17, 1997, United States District
Court for the Northern District of Illinois Eastern Division).
Exhibit 11 Opinion of William Blair & Company L.L.C., dated November 20,
1997.
Exhibit 12 Text of November 20, 1997 letter from Laidlaw Environmental
Services, Inc.
Exhibit 13 Verified Answer, Affirmative Defenses, and Counterclaim filed by
Laidlaw Environmental Services, Inc. v. Safety-Kleen Corp., et.
al. (dated November 24, 1997, United States District Court for
the Northern District of Illinois Eastern Division).
Exhibit 14 Opinion of William Blair & Company L.L.C., dated December 20,
1997.
Exhibit 15 Complaint filed by William Steiner against Donald W. Brinckman,
et al. (dated November 4, 1997, Circuit Court of Cook County,
Illinois County Department, Chancery Division).
Exhibit 16 Complaint filed by Josh Kaplan against Donald W. Brinckman, et
al. (dated November 5, 1997, Circuit Court of Cook County,
Illinois County Department, Chancery Division).
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Exhibit No. Description
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Exhibit 17 Complaint filed by Gershon Knoll against Richard T. Farmer, et
al. (dated November 5, 1997, Circuit Court of Cook County,
Illinois County Department, Chancery Division).
Exhibit 18 Complaint filed by Larry Hanon against Safety-Kleen Corp. et
al., (dated November 5, 1997, Circuit Court of Cook County,
Illinois County Department, Chancery Division).
Exhibit 19 Complaint filed by Robin Fernhoff against Safety-Kleen Corp., et
al. (dated November 6, 1997, Circuit Court of Cook County,
Illinois County Department, Chancery Division).
Exhibit 20 Complaint filed by Epstein Family Trust against Safety-Kleen
Corp., et al. (dated November 12, 1997, Circuit Court of Cook
County, Illinois County Department, Chancery Division).
Exhibit 21 Complaint filed by David Steinberg against Safety-Kleen Corp.,
et al. (dated December 5, 1997, Circuit Court of Cook County,
Illinois County Department, Chancery Division).
Exhibit 22 Press Release issued by Safety-Kleen Corp., dated January 8,
1998.
Exhibit 23 Press Release issued by Safety-Kleen Corp., dated January 9,
1998.
Exhibit 24 Definitive Additional Materials.
Exhibit 25 Press Release issued by Safety-Kleen Corp., dated January 15,
1998.
Exhibit 26 Definitive Additional Materials.
Exhibit 27 Definitive Additional Materials.
Exhibit 28 Definitive Additional Materials.
Exhibit 29 Press Release issued by Safety-Kleen Corp., dated January 27,
1998.
Exhibit 30 Press Release issued by Safety-Kleen Corp., dated February 4,
1998.
Exhibit 31 Letter to Shareholders of Safety-Kleen Corp., dated February 2,
1998.
Exhibit 32 Press Release issued by Safety-Kleen Corp., dated February 2,
1998.
Exhibit 33 Opinion of William Blair & Company L.L.C., dated January 31,
1998.
Exhibit 34 Press Release issued by SK Parent, dated February 10, 1998.
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Exhibit No. Description
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Exhibit 35 Letter to Shareholders of Safety-Kleen Corp., dated February 12,
1998.
Exhibit 36 Press Release issued by Safety-Kleen Corp., dated February 13,
1998.
Exhibit 37 Press Release issued by Safety-Kleen Corp., dated February 16,
1998.
Exhibit 38 Press Release issued by Safety-Kleen Corp., dated February 18,
1998.
Exhibit 39 Press Release issued by Philip Services Corp., dated February
20, 1998.
Exhibit 40 Press Release issued by SK Parent Corp. dated February 20, 1998.
Exhibit 41 Press Release issued by Safety-Kleen Corp., dated February 20,
1998.
Exhibit 42 Definitive Additional Materials.
Exhibit 43 Press Release issued by SK Parent Corp., dated February 23,
1998.
Exhibit 44 Press Release issued by Safety-Kleen Corp., dated February 25,
1998.
Exhibit 45 Press Release issued by Safety-Kleen Corp., dated February 25,
1998.
Exhibit 46 Press Release issued by Philip Services Corp., dated February
26, 1998.
Exhibit 47 Letter to Shareholders of Safety-Kleen Corp., dated February 27,
1998.
Exhibit 48 Press Release issued by Safety-Kleen Corp., dated March 2, 1998.
Exhibit 49 Press Release issued by Safety-Kleen Corp., dated March 5, 1998.
Exhibit 50 Press Release issued by SK Parent Corp., dated March 5, 1998.
Exhibit 51 Definitive Additional Materials
Exhibit 52 Definitive Additional Materials
Exhibit 53 Definitive Additional Materials
Exhibit 54 Press Release issued by Safety-Kleen Corp., dated March 6, 1998
Exhibit 55* Press Release issued by Safety-Kleen Corp., dated March 9, 1998
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*Filed herewith.
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Exhibit 55
[LETTERHEAD OF SAFETY-KLEEN CORP.]
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FOR IMMEDIATE RELEASE Contact: Maureen Fisk
847/468-2452
SAFETY-KLEEN BOARD CONFIRMS
RECOMMENDATION OF SK PARENT CORP. MERGER
March 9, 1998 -- Elgin, IL -- Safety-Kleen Corp. today announced that its
Board of Directors met on Saturday, March 7 and unanimously confirmed their
strong recommendation that shareholders vote in favor of the $27 per share all
cash offer of SK Parent Corp. at today's special shareholders' meeting.
In making its recommendation, the Board reviewed reports by management and
others involved in soliciting votes for the SK Parent transaction and its
continuing concerns regarding the uncertain value of Laidlaw Environmental's
common stock, including the Board's belief that:
. The greater certainty of $27 per share, all cash, is preferable to the
risks of continuing market fluctuation of LLE's stock.
. Safety-Kleen's and LLE's businesses are basically incompatible and the
synergies necessary to make LLE's transaction non-dilutive to LLE's
earnings per share cannot be achieved without significantly reducing
Safety-Kleen's service quality, revenue and profit.
. The future growth of the combined businesses will be burdened by the
need to service approximately $2.3 billion in debt.
. The market will not be able to absorb the issuance of up to 162 million
additional shares by LLE without driving down its share price.
The Board urges all shareholders to take the opportunity today to secure
the $27 per share all cash merger proposal from SK Parent.
Safety-Kleen is an environmental and industrial service company dedicated
to helping nearly 400,000 industrial and automotive customers recycle and
process their waste streams.
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