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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 19
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 and February 23, 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 February 25, 1998, Safety-Kleen announced in a press release that
in accordance with the determination of its Board of Directors, it
adjourned its special meeting of shareholders scheduled to be held at 3
p.m. on February 25. The Board elected to adjourn the meeting until Monday,
March 9, 1998, at 3 p.m. at The Elgin Community College Business Conference
Center, to allow shareholders the opportunity to cast a fully informed vote
on the merger. A copy of the press release is attached hereto as Exhibit 44
and is incorporated herein by reference.
On February 25, 1998, Safety-Kleen also announced in a press release
that, based upon a preliminary count by its proxy solicitor Chase Mellon of
proxies it has received, those proxies represent approximately 70% of the
outstanding Shares, of which more than two-thirds are in favor of the
Philip Merger. A copy of the press release is attached hereto as Exhibit 45
and is incorporated herein by reference.
On February 26, 1998, Philip issued the press release attached hereto
as Exhibit 45, which press release 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 44 Press Release issued by Safety-Kleen on February 25, 1998.
Exhibit 45 Press Release issued by Safety-Kleen on February 25, 1998.
Exhibit 46 Press Release issued by Philip Services Corp. on February 26,
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: February 25, 1998
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EXHIBIT INDEX
Except as noted below, the following Exhibits have been previously filed in
connection with this Statement.
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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.
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*Filed herewith.
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Exhibit 44
Safety-Kleen Adjourns Special Meeting to Vote on Merger
Agreement 11 with SK Parent Corp.; Reschedules For March 9,
1998
ELGIN, Ill., Feb. 25 Safety-Kleen Corp. (NYSE: SK - news) today announced that,
in accordance with the determination of its Board of Directors, it adjourned its
special meeting of shareholders scheduled to be held at 3 p.m. today.
In reaching its decision, the Board considered among other things, the fact that
the approval of the merger requires the affirmative vote of two-thirds of the
outstanding shares, which is a very high hurdle; as well as concerns
communicated by many shareholders that the audited financial statements of
Philip Services Corp. (NYSE: PHV - news), a principal of SK Parent Corp., will
not be issued until March 4, 1998 and the request by certain shareholders that
the uncertainty surrounding the possible effect of Philip's financial audit on
Philip's financing for the merger be eliminated by adjourning the meeting.
The Board elected to adjourn the meeting until Monday, March 9, 1998, at 3 p.m.
at The Elgin Community College Business Conference Center, to allow shareholders
the opportunity to cast a fully informed vote on the merger.
Safety-Kleen is an environmental and industrial service company dedicated to
helping nearly 400,000 automotive and industrial customers recycle and process
their waste streams.
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EXHIBIT 45
Safety-Kleen Announces Preliminary Proxy Count
ELGIN, Ill., Feb. 25 -- Safety-Kleen Corp. (NYSE: SK - news) today announced
that, based upon a preliminary count by its proxy solicitor ChaseMellon of
proxies it has received, those proxies represent approximately 70% of the
outstanding shares, of which more than two-thirds are in favor of the merger
with SK Parent Corp. "We appreciate shareholders' continued support of the $27
per share all cash merger with SK Parent Corp., and all parties associated with
this offer remain fully committed to consummating this deal," stated Don
Brinckman, Safety-Kleen Chairman and Chief Executive Officer.
Safety-Kleen is an environmental and industrial service company dedicated to
helping nearly 400,000 automotive and industrial customers recycle and process
their waste streams.
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EXHIBIT 46
Company Press Release
Philip Services Corp.: Safety-Kleen Adjourns Vote on Merger Agreement with SK
Parent
HAMILTON, Ontario--(BUSINESS WIRE)--Feb. 26, 1998--Philip Services Corp
(NYSE:PHV - news: TSE:PHV - news: ME:PHV - news: NYSE:PHV - news) Philip
Services Corp. today announced that Safety-Kleen Corp. [NYSE:SK - news] has
adjourned to March 9, 1998 its special meeting of shareholders regarding the
approval of the merger agreement with SK Parent Corp., a company owned equally
by Philip, affiliates of Apollo Management, L.P. and affiliates of The
Blackstone Group.
"We remain committed to SK Parent's US$27 per share merger agreement and look
forward to the shareholder vote," said Allen Fracassi, President and Chief
Executive Officer. "This adjournment will provide additional time to solicit
proxies in favor of the merger and will allow the shareholders of Safety-Kleen
the opportunity to cast a fully informed vote."
Philip Services is an integrated metals and industrial services company with
operations throughout the United States, Canada and Europe. Philip provides
steel, copper and aluminum processing and recovery services, together with
diversified industrial outsourcing services to all major industry sectors.
