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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 9
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,
and January 27, 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 4, 1998, Safety-Kleen issued a press release, a copy of
which is attached hereto as Exhibit 30 and is incorporated herein by
reference, announcing a U.S. District court ruling affirming the decision
of the Safety-Kleen Board to leave the Company's shareholder rights
agreement in place with respect to Laidlaw Environmental's hostile tender
offer. The Court's decision does not address Safety-Kleen's ability to
leave the shareholder rights agreement in place with respect to Laidlaw
Environmental's January 28 revised tender offer, as to which the Board has
not made its determination.
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 30 Press Release issued by Safety-Kleen Corp., dated February 4,
1998.
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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: February 4, 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
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Exhibit No. Description
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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.
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.
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*Filed herewith.
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EXHIBIT 30
FOR IMMEDIATE RELEASE CONTACT: Maureen Fisk
(847)468-2452
SAFETY-KLEEN ANNOUNCES
RULING IN U.S. DISTRICT COURT ACTION
Elgin, Illinois-Feb. 4, 1998 - Safety-Kleen Corp. (SK;NYSE) today announced
that U.S. District Court Judge Joan Gottschall issued a ruling affirming the
decision of the Safety-Kleen Board to leave the Company's shareholder rights
agreement in place with respect to Laidlaw Environmental's hostile tender offer.
The Court's decision does not address Safety-Kleen's ability to leave the
shareholder rights agreement in place with respect to Laidlaw Environmental's
January 28 revised tender offer, as to which the Board has not made its
determination.
Donald W. Brinckman, Safety-Kleen Chairman and Chief Executive Officer
announced, "We are gratified that Judge Gottschall did not grant Laidlaw
Environmental's motion to exempt it from Safety-Kleen's shareholder rights
agreement, which was adopted in 1988." Brinckman added, "Furthermore, we are
pleased that Judge Gottschall recognized the Company's need to have this
defensive mechanism in place to conduct a disciplined auction process and
encourage potential acquirors to deal directly with our Board before acquiring
more than 20% of our stock."
Safety-Kleen is an environmental and industrial services company dedicated
to helping nearly 400,000 automotive and industrial customers recycle their
waste streams.
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