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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
Amendment No. 16
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 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 and February 19, 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 20, 1998, each of Philip Services Corp., SK Parent Corp.
and Safety-Kleen issued press releases regarding financing arrangements
for the Philip Merger. A copy of these press releases, which are attached
hereto as Exhibit 39, 40 and 41, respectively, are 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 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.
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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 20, 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.
____________
*Filed herewith.
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On February 20, 1998, Philip Services Corp. issued Exhibit 39
the following Press Release:
News Release
Philip Services Confirms Financing for its
Equity Contribution to SK Parent Corp.
February 20, 1998 - Philip Services Corp. (NYSE/TSE/ME:PHV) today announced that
it has obtained a commitment from Canadian Imperial Bank of Commerce ("CIBC") to
underwrite a US$210 million secured subordinated debt facility. The purpose of
the facility is to finance the Company's US$200 million equity contribution to
SK Parent Corp. and to pay certain related fees and expenses in connection with
the terms of a merger agreement between SK Parent Corp. and Safety-Kleen Corp.
Philip stated the Company is eager to consummate the merger with Safety-Kleen.
"There exists a real affinity between our corporate visions and business
strategies that forms the basis for this merger and future success," said Allen
Fracassi, President and Chief Executive Officer. "We will respect and enhance
the exceptional customer, business and employee relationships that Safety-Kleen
has established. We strongly believe that the SK Parent offer is in the best
interests of Safety-Kleen, its shareholders, customers and employees."
Customary conditions precedent to CIBC's commitment include completion of
satisfactory documentation and no material adverse change in the assets,
business or affairs of Phillip or Safety-Kleen Corp. In conjunction with the
transaction, Philip has agreed, subject to regulatory approval, that if it
utilizes the facility, it will issue to CIBC 2 million warrants to acquire
common shares of Philip. The warrants will have a term of 2 years and be
exercisable at 120% of the market price of Philip's common shares when funds are
drawn.
The requisite consents of the lenders under Philip's US$1.5 billion senior
credit facility to the US $210 million secured subordinated facility have been
obtained. In conjunction with the approval, Philip has agreed to provide its
senior lenders with security over Philip's assets and has agreed that the senior
facility will be reduced from US$1.5 billion to US$1.3 billion in the event
Philip draws the US$210 million.
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 out-sourcing services to all major industry sectors.
###
Contact: Lynda Kuhn
VP Corporate Communications
(905) 540-6658
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On February 20, 1998, SK Parent Corp. issued Exhibit 40
the following Press Release:
News Release
VERBINNEN & CO.
IMMEDIATE RELEASE Contact: David Reno/Fred Bratman
- ----------------- Sard Verbinnen & Co
212/687-8080
SK PARENT CORP. CONFIRMS NECESSARY FINANCING
IN PLACE TO COMPLETE SAFETY-KLEEN ACQUISITION
NEW YORK, NY, February 20, 1998 -- SK Parent Corp., a company owned equally
by Philip Services Corp. (NYSE:PHV), affiliates of Apollo Management, L.P. and
affiliates of The Blackstone Group, today confirmed that all necessary
financing arrangements to complete its acquisition of Safety-Kleen Corp.
(NYSE: SK) are in place. SK Parent has offered to acquire all shares of
Safety-Kleen for $27 per share in cash.
Philip, Apollo and Blackstone have each committed to contribute $200
million in cash to SK Parent as equity. Philip separately announced today that
it has obtained a commitment from Canadian Imperial Bank of Commerce for
financing its $200 million contribution to SK Parent. Apollo and Blackstone's
respective $200 million equity commitments are also in place.
To finance the remaining portion of the offer, SK Parent will borrow under
a $1.5 billion credit facility that is fully underwritten by The Chase Manhattan
Bank and Canadian Imperial Bank of Commerce. That facility has been fully
syndicated.
On February 9, 1998, Safety-Kleen's Board of Directors reaffirmed its
recommendation that Safety-Kleen shareholders vote in favor of the SK Parent
merger. A special meeting of Safety-Kleen shareholders to vote on the merger
agreement with SK Parent is scheduled for February 25, 1998. SK Parent expects
that if a favorable vote of Safety-Kleen shareholders is received, it would be
able to consummate the merger approximately two weeks after the inspector of
elections certifies the vote.
Philip Services is a fully integrated resource recovery and industrial
services company, with operations throughout the United States, Canada and the
United Kingdom. Philip provides steel, copper and aluminum processing and
recovery services, together with diversified industrial out-sourcing services,
to all major industry sectors.
Apollo Management is a private merchant banking firm with in excess of $5
billion of assets that specializes in private equity and debt transactions. The
Blackstone Group is a private investment bank, affiliates of which sponsor
corporate private equity and real estate funds with aggregate commitments of $5
billion.
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On February 20, 1998, Safety-Kleen Corp. issued EXHIBIT 41
the following Press Release:
News Release
SAFETY-KLEEN ANNOUNCES CONFIRMATION OF FINANCING
ARRANGEMENTS FOR SK PARENT CORP. MERGER
ELGIN, Ill. -- February 20, 1998 -- Safety-Kleen Corp. (NYSE:SK) today
announced that it is pleased with SK Parent Corp's announcement that financing
arrangements required to consummate the merger are in place and again urged
shareholders to vote in favor of the $27 per share all-cash merger proposal from
SK Parent Corp. Safety-Kleen indicated there is no guarantee of what value
shareholders would receive, or when they would receive it, if holders of
two-thirds of the shares do not vote in favor of the merger.
Donald W. Brinckman, Chairman of the Board and Chief Executive Officer,
said "With the announcement by the principals of SK Parent Corp. that financing
to complete the merger is in place, we are asking shareholders to vote for a
transaction that means $27 cash without any of the risks of stock ownership
associated with Laidlaw Environmental's part stock/part cash offer."
The text of Brinckman's letter to shareholders follows:
"The special meeting of Safety-Kleen shareholders is only days away, and
your Board of Directors believes that the choice is simple:
. A vote FOR SK Parent Corp.'s $27 per share all-cash merger is a vote for a
transaction that locks in the money without any of the risks of stock
ownership associated with Laidlaw Environmental's ("LLE") part-stock/part-
cash offer.
. A failure to vote FOR the SK Parent Corp. $27 per share all-cash merger gives
no guarantees.
"Unless the holders of two thirds of the shares vote in favor of the SK
Parent Corp. merger, there is no guarantee of what value shareholders would
receive, or when they would receive it.
"Today, the principals of SK Parent Corp. announced that the financing to
complete the merger is in place. All that is needed for you to receive cash is
a vote FOR the merger agreement by holders of two-thirds of the shares.
Following that vote, we would expect to close the merger within approximately
two weeks after receiving the inspector of election's certification of the
voting results.
"As we detailed in our last letter to you, your Board of Directors is
convinced that the SK Parent $27 per share all-cash offer is preferable to LLE's
unsolicited part stock/part cash offer. We are convinced that LLE cannot
achieve more than approximately $28 million in synergies without a significant
reduction in service quality, revenue and profit. This is nowhere near the $100
million to $130 million in synergies that LLE claims.
You Must Act Now!
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"Regardless of how many shares you own, your vote is extremely important.
FAILURE TO VOTE IS THE SAME AS VOTING NO. I urge you to vote for the SK Parent
$27 per share all-cash offer by signing, dating and promptly mailing the
enclosed GOLD-STRIPED card.
"Sign and date and return the GOLD-STRIPED card even if you have already
sent in another card. Only your latest signed and dated proxy card counts. Do
not sign any proxy card sent to you by Laidlaw Environmental. Sign and date and
return the GOLD-STRIPED card even if you are planning to attend the February 25
special meeting.
Sincerely,
Donald W. Brinckman
Chairman of the Board
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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For Information, Contact:
Maureen Fisk
Safety-Kleen Corp.
847/468-2452
