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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
Amendment No. 5
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 and January 16, 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 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 26 Definitive Additional Materials.
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SIGNATURE
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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: January 16, 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
- ----------- ------------------------------------------------------------
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
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Exhibit No. Description
- ----------- ------------------------------------------------------------
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).
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.
____________
*Filed herewith.
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Exhibit 26
LOGO
January 19, 1998--Elgin, Illinois
Dear Safety-Kleen Shareholder:
As you may know, the Board of Directors has approved an agreement to merge
the Company with S-K Parent Corp. With this merger (the "Philip Merger"),
shareholders will receive $27 ALL-CASH PER SHARE.
The Board of Directors carefully reviewed and rejected a competing proposal
from Laidlaw Environmental (LLE) and had very real concerns regarding the
value of their offer. We urge you to consider these same concerns about
Laidlaw Environmental.
We believe LLE's proposal offers significantly less value than the immediate
cash transaction of $27 per share which the Board endorses. First, the cash
portion of their proposal is worth less than $15. Laidlaw will deduct fees
that reduce the cash portion to $13.83 per share. Second, you should be even
more concerned about the value of LLE stock. There are numerous factors which
can drive down the value of this stock:
. The value of the stock portion of Laidlaw's proposal is dependent on its
stock trading above $4.29 per share. As of January 9, the stock has
frequently traded below the minimum price.
. Our businesses have incompatible operating philosophies. LLE dumps and
burns. S-K reclaims and recycles. Laidlaw has stated in its filings that
it will achieve synergies with Safety-Kleen of $100-$130 million. We do
not believe they can achieve even $50 million of synergies without a
significant reduction in service, revenue and profit. THIS WOULD HAVE A
CONSIDERABLE DILUTIVE IMPACT ON LLE'S 1998 EARNINGS PER SHARE.
. Up to 202 million additional Laidlaw Environmental shares could be issued
in the transaction. LLE's average daily trading volume approaches only
140,000 per day. WE QUESTION THE MARKET'S ABILITY TO ABSORB SUCH A
MASSIVE ISSUANCE WITHOUT DRIVING DOWN LAIDLAW'S STOCK PRICE AND THE VALUE
OF YOUR INVESTMENT.
Of the 90+ prospective interested parties, 50 signed the standard
confidentiality and standstill agreements. Only Laidlaw Environmental declined
to play by the same rules and refused to compete in the auction on equal
terms. Why? We believe the goal of Laidlaw Inc., the parent company of Laidlaw
Environmental, is to deconsolidate LLE from its financial statements, which
will decrease its liabilities and environmental exposure. Safety-Kleen
shareholders would become subject to these risks.
Your Board has secured a strong all cash offer which gives you full value
for your investment. If you do not vote yes on February 11, this opportunity
may be lost with no guarantee of an alternative offer of the same value or in
the same time frame. NOT VOTING IS THE SAME AS VOTING NO. We urge you to sign,
date and return the enclosed gold striped proxy card today voting FOR the
Philip merger.
Sincerely,
LOGO
Donald W. Brinckman
Chairman of the Board
If you have questions, or need additional information, please call our proxy
solicitor, Chase Mellon at 888-224-2734.
