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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
Amendment No. 30
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
________________
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 as amended by Amendment Nos. 1 through 29 (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 (b) of Schedule 14D-9 is hereby amended and supplemented by adding
the following:
(b) Shareholders Litigation.
On March 16, 1998, the Federal District Court for the Northern District of
Illinois dismissed with prejudice LLE's action against Safety-Kleen, subject to
LLE's right to reinstate the case on or before April 16, 1998.
On February 28, 1998, Safety-Kleen filed an answer denying the material
allegations of the consolidated complaint in the seven putative class actions
pending in the Circuit Court of Cook County, Illinois; the answer also asserts
several defenses. On March 12, 1998, Safety-Kleen filed a motion for judgment
on the pleadings in the consolidated case.
Item 9. Materials to be Filed as Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding
Exhibits 63, 64 and 65. See Exhibit Index, below, incorporated by reference
herein.
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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 24, 1998
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
Exhibit 56 Press Release issued by Safety-Kleen Corp., dated March 10, 1998
Exhibit 57 Press Release issued by Safety-Kleen Corp., dated March 12,
1998.
Exhibit 58 Press Release issued by Safety-Kleen Corp., dated March 16,
1998.
Exhibit 59 Press Release issued by Laidlaw Environmental Services, Inc.
dated March 16, 1998.
Exhibit 60 Form of Confidentiality Agreement, dated March 13, between
Safety-Kleen Corp. and Laidlaw Environmental Services, Inc.
Exhibit 61 Opinion of William Blair & Company L.L.C., dated March 15,
1998.
Exhibit 62* Revised Amended Prospectus (including the LLE Merger Agreement
attached thereto as Annex A).
Exhibit 63** Form of Third Amendment, dated as of March 11, 1998, to the
Rights Agreement, dated as of November 9, 1988 ("Rights
Agreement") between Safety-Kleen Corp. and the First National
Bank of Chicago, as Rights Agent.
Exhibit 64*** Form of Fourth Amendment, dated as of March 15, 1998 to the
Rights Agreement.
Exhibit 65*** Form of letter and consent form transmitted to participants,
Safety-Kleen Dividend Reinvestment Plan.
___________
*The LLE Merger Agreement, including Schedule 1.1 thereto, included as
Annex A of the Revised Amended Prospectus, is incorporated by reference in
the Schedule 14D-9. No other section of the Revised Amended Prospectus is
incorporated by reference herein or shall be deemed filed with the SEC by
Safety-Kleen.
**Filed as Exhibit 58 with Amendment No. 28 to the Schedule 14D-9.
***Filed herewith.
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Exhibit 64
FOURTH AMENDMENT TO RIGHTS AGREEMENT
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FOURTH AMENDMENT dated as of March 15, 1998 (the "Third Amendment") to the
Rights Agreement dated as of November 9, 1988, as amended (the "Rights
Agreement"), between Safety-Kleen Corp., a Wisconsin corporation (the
"Company"), and The First National Bank of Chicago, as Rights Agent (the "Rights
Agent").
Pursuant to Section 27 of the Rights Agreement, the Company and the Rights
Agent may from time to time amend the Rights Agreement in accordance with
Section 27 thereof. All acts and things necessary to make this Fourth Amendment
valid and enforceable have been performed and done, including, as required by
Section 27(b) of the Rights Agreement, the delivery by the Company to the Rights
Agent of certified resolutions of the Board of Directors of the Company. Unless
the context otherwise requires, terms not defined herein have the same meanings
as in the Rights Agreement.
In consideration of the foregoing and the mutual agreements herein, the
Company and the Rights Agent agree as follows:
1. Section 1(a) of the Rights Agreement is hereby amended by deleting the
first sentence of that section and substituting the following therefor:
"(a) "Acquiring Person" shall mean any Person who or which, together with
all Affiliates and Associates of such Person, shall be the Beneficial Owner
of 20% or more of the aggregate number of Common Shares of the Company then
issued and outstanding, but shall not include (i) the Company, (ii) any
Subsidiary, (iii) any employee benefit plan of the Company or any
Subsidiary, (iv) any entity holding Common Shares for or pursuant to the
terms of any such plan, (v) SK Parent Corp., a Delaware corporation
("Parent"), SK Acquisition Corp., a Wisconsin Corp. ("Purchaser"), or any
Affiliate or Associate of Parent or Purchaser; provided, however, that
Parent, Purchaser and the Affiliates and Associates of Parent and Purchaser
will not be excepted from this definition of "Acquiring Person" in the
event that any of Parent, Purchaser or any Affiliate or Associate of Parent
or Purchaser becomes the Beneficial Owner of 20% or more of the aggregate
number of Common Shares of the Company then issued and
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outstanding other than pursuant to the terms of the Agreement and Plan of
Merger, dated as of November 20, 1997 (the "Merger Agreement"), between the
Company, Parent and Purchaser or (vi) Laidlaw Environmental Services, Inc.,
("Laidlaw Environmental"), LES Acquisition, Inc. ("LES Acquisition") or any
Affiliate or Associate of Laidlaw Environmental or LES Acquisition;
provided, however, that Laidlaw Environmental, LES Acquisition, and the
Affiliates and Associates of Laidlaw Environmental and LES Acquisition will
not be excepted from this definition of "Acquiring Person" in the event
that any of Laidlaw Environmental, LES Acquisition or any Affiliate or
Associate of Laidlaw Environmental or LES Acquisition becomes the
Beneficial Owner of 20% or more of the aggregate number of Common Shares of
the Company then issued and outstanding other than pursuant to the terms of
the Agreement and Plan of Merger, dated as of March 16, 1998 ("LLE Merger
Agreement"), among the Company, Laidlaw Environmental and LES Acquisition.
2. Section 3(a) of the Rights Agreement is hereby amended by substituting
for the final sentence thereof the following:
"Notwithstanding anything in this Agreement to the contrary, a Distribution
Date shall not be deemed to have occurred solely as a result of (i) the
approval, execution or delivery of the Merger Agreement, (ii) the
commencement or consummation of the transactions contemplated by the Merger
Agreement, (iii) the approval, execution or delivery of the LLE Merger
Agreement, or (iv) the commencement or consummation of the transactions
contemplated by the LLE Merger Agreement.
3. Section 11(a)(ii) of the Rights Agreement is hereby amended by
substituting for the final sentence thereof the following:
"Notwithstanding anything in this Agreement to the contrary, an event
described in this subparagraph (ii) of Section 11(a) shall not be deemed to
have occurred solely as a result of (i) the approval, execution or delivery
of the Merger Agreement, (ii) the commencement or consummation of the
transactions contemplated by the Merger Agreement, (iii) the approval,
execution or delivery of the LLE Merger Agreement, or (iv) the commencement
or consummation of the transactions contemplated by the LLE Merger
Agreement.
4. Section 13(a) of the Rights Agreement is hereby amended by substituting
for the final sentence thereof the following:
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"Notwithstanding anything in this Agreement to the contrary, an event
described in any of clauses (i), (ii) or (iii) of this Section 13(a) shall
not be deemed to have occurred solely as a result of (i) the approval,
execution or delivery of the Merger Agreement, (ii) the commencement or
consummation of the transactions contemplated by the Merger Agreement,
(iii) the approval, execution or delivery of the LLE Merger Agreement, or
(iv) the commencement or consummation of the transactions contemplated by
the LLE Merger Agreement.
5. This Fourth Amendment shall be governed by and construed in accordance
with the laws of the State of Wisconsin applicable to contracts made and
performed entirely within such state.
6. In all respects not inconsistent with this Fourth Amendment, the
Rights Agreement is hereby ratified, approved and confirmed. In executing and
delivering this Fourth Amendment, the Rights Agent shall be entitled to all the
privileges and immunities afforded to the Rights Agent under the Rights
Agreement.
7. If any term, provision, covenant or restriction of the Fourth
Amendment is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the other terms, provisions, covenants and
restrictions of this Fourth Amendment, and of the Rights Agreement, shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated.
8. This Fourth Amendment may be executed in any number of counterparts,
each of which shall be an original, but all of which shall together constitute
one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to
be duly executed and attested, all as of the date first above written.
SAFETY-KLEEN CORP.
By:_________________________________
THE FIRST NATIONAL BANK OF CHICAGO
By:_________________________________
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EXHIBIT 65
LOGO
March 23, 1998
To: Participants in the Safety-Kleen
Dividend Reinvestment Plan
As you know, Laidlaw Environmental Services, Inc. ("Laidlaw Environmental")
(through a subsidiary) has made an offer to purchase all outstanding shares of
Safety-Kleen Corp. for per share consideration of $18.30 plus 2.8 shares of
Laidlaw Environmental Common Stock. The offer is made pursuant to an Agreement
and Plan of Merger with Safety-Kleen, which has been approved by Safety-
Kleen's Board of Directors. The Merger Agreement contemplates that if the
tender offer is successful, subject to customary conditions, there will be a
back end merger in which Safety-Kleen will become a wholly owned subsidiary of
Laidlaw Environmental, and shares not acquired by Laidlaw Environmental in the
tender offer will be acquired by it for the same price as in the tender offer.
As a shareholder, you should already have received Laidlaw Environmental and
Safety-Kleen materials describing the tender offer and the merger in detail.
If you have not, please call Morrow and Company, at (800) 566-9061 to request
such materials.
In view of these developments, Safety-Kleen believes that it is in the best
interests of our Dividend Reinvestment Plan participants to suspend the Plan
at this time. Therefore, you are hereby notified that the Safety-Kleen
Dividend Reinvestment Plan is suspended effective immediately. Dividends on
shares held as of the March 12, 1998 record date for the next dividend payment
will not be reinvested. Instead you should expect to receive a check in the
amount of $.09 per share on or about March 26, 1998.
If you wish to tender your shares in the Dividend Reinvestment Plan to
Laidlaw Environmental, you must so direct by checking the appropriate box on
the enclosed direction form, filling in the number of shares in the Plan that
you wish to tender, and returning the direction promptly to First Chicago
Trust. This is necessary even if you have already submitted a letter of
transmittal tendering shares to IBJ Schroder Bank of Trust Company, the
Exchange Agent for the tender offer. The direction must be received by First
Chicago Trust, no later than 5:00 p.m. central standard time, on March 30,
1998, because the tender offer is scheduled to close on March 31, 1998. If you
prefer to have your shares sold, you may do so by checking the appropriate box
on the direction form (and indicating the number of shares to be sold) or by
giving a telephone instruction by calling 800-935-9330. However, depending on
the level of success of the tender, it is possible that after it closes, the
public market for Safety-Kleen shares may be limited. You may alternatively
request that a stock certificate representing your shares in the Plan be sent
to you. If you have questions on the Dividend Reinvestment Plan, please call
First Chicago Trust at 800-446-2617.
If we do not receive a direction from you, we will continue to hold your
shares in the Plan. In that event, upon consummation of the Merger pursuant to
the Merger Agreement, your shares will be converted into the right to receive
$18.30 cash per share plus 2.8 shares of Laidlaw Environmental common stock
for each share of Safety-Kleen.
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DIRECTION
SAFETY-KLEEN CORP. DIVIDEND REINVESTMENT PLAN
The undersigned participant in the Safety-Kleen Dividend Reinvestment Plan
directs First Chicago Trust Company of New York to take the following action
with respect to shares held in the Plan for the undersigned.
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<C> <S> <C>
1. Tender_________ of my shares to Laidlaw Environmental [_]
2. Sell________ of my shares in the open market [_]
3. Deliver to me a stock certificate with respect to ________ of my
shares in the Plan [_]
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INSTRUCTIONS:
1. The sum of the numbers that you fill in for items 1, 2, and 3 must total
no more than the number of shares that you hold in the Dividend
Reinvestment Plan. This Direction does not cover any shares now held by
you in certificated form.
2. To assure timely receipt of this Direction, we urge that you deliver it
by Fax (312-407-1650). For a tender, your fax must be received by 5:00
p.m., Central Standard Time on March 30, 1998.
3. If we do not receive a Direction from you, or if your Direction does not
cover all of your shares in the Plan, we will continue to hold your
shares in the Plan and in the event of consummation of the Merger, your
shares will be converted into the right to receive the consideration
paid in the Merger.
_____________________________________
Name (please print exactly as
your name
appears on envelope)
_____________________________________
Signature
Instruction: Joint tenants should both sign. If not signing individually,
indicate capacity. All proceeds, including stock certificates, will be issued
only in the registered name(s) of the participant.
