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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
Amendment No. 2
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 (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 at the end thereof:
On January 9, 1998, Safety-Kleen issued a press release, a copy of which is
attached hereto as Exhibit 23 and is incorporated herein by reference,
announcing that a preliminary estimate of votes at a special meeting of
shareholders indicated that shareholders have approved a proposal under a
provision of Wisconsin law to permit LLE to vote with one vote per share all
Shares held or acquired by LLE or its subsidiaries. The foregoing summary
description is qualified in its entirety by reference to Exhibit 23.
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 23 Press Release issued by Safety-Kleen Corp., dated January 9,
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: January 9, 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
____________________
*Filed herewith.
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EXHIBIT 23
FOR IMMEDIATE RELEASE Contact: Maureen Fisk
847-468-2452
SAFETY-KLEEN ANNOUNCES PRELIMINARY
RESULTS OF WISCONSIN CONTROL
SHARE ACQUISITION STATUTE MEETING
January 9, 1998 -- Elgin, Illinois - Safety-Kleen Corp. (NYSE:SK) announced
that a preliminary estimate of votes at a special meeting of shareholders today
indicated that shareholders have approved a proposal under a provision of
Wisconsin law to permit Laidlaw Environmental Services to vote with one vote per
share all shares of Safety-Kleen stock held or acquired by Laidlaw Environmental
or its subsidiaries.
The inspectors of election are expected to report next week as to whether
a quorum was present and, if so, as to the results of the vote. If no quorum
was present, the Meeting will reconvene on January 16, 1998, to vote on the same
proposal.
The Safety-Kleen Board did not take a position for or against this proposal
and did not solicit proxies. Laidlaw Environmental currently owns 1% of
Safety-Kleen shares.
The vote today does not affect Safety-Kleen's definitive agreement to merge
the Company with SK Parent Corp., a new company formed by Philip Services
Corp., and affiliates of Apollo Management L.P. and Blackstone Merchant Banking
Group III L.L.C. If approved, Safety-Kleen shareholders will receive $27 all
cash per share. The Safety-Kleen Board of Directors has recommended that
shareholders vote for the merger at the meeting to be held on Feb. 11, 1998.
Safety-Kleen is an environmental and industrial service company dedicated
to helping nearly 400,000 industrial and automotive businesses recycle and
process their waste streams.
PARTICIPANT INFORMATION
Safety-Kleen Corporation ("Safety-Kleen") and the persons named below may
be deemed to be participants in the solicitation of proxies in connection with
the merger of SK Acquisition Corp. (the "Purchaser"), a wholly-owned subsidiary
of SK Parent Corp. ("Parent"), with and into Safety-Kleen (the "Merger") and
pursuant to which each share of Safety-Kleen common stock (including each
associated common stock purchase right) (other than shares owned by Parent, the
Purchaser or any subsidiary thereof and treasury shares) will be converted in
the Merger into the right to receive $27.00 in cash, without interest. Parent is
a new corporation formed by Philip Services Corp. ("Philip"), affiliates of
Apollo Management, L.P. ("Apollo") and affiliates of Blackstone Management
Partners III L.L.C. ("Blackstone").
Safety-Kleen. Participants in this solicitation may include the directors
of Safety-Kleen (Donald W. Brinckman, Richard T. Farmer, Russell A. Gwillim,
Edgar D. Jannotta, Karl G. Otzen, Paul D. Schrage, Marcia E. Williams, and W.
Gordon Wood); the following executive officers of Safety-Kleen: Joseph Chalhoub,
David A. Dattilo, F. Henry Habicht II, Hyman K. Bielsky, Scott E. Fore, Scott D.
Krill, Clark J. Rose, Laurence M. Rudnick and C. James Schulz; and the following
other member of Safety-Kleen management: Maureen Fisk (collectively, the "Safety
- -Kleen Participants"). The above-referenced individuals beneficially own an
aggregate of 3,580,306 shares of Safety-Kleen common stock (including shares
subject to stock options exercisable within 60 days). Messrs. Brinckman and
Otzen beneficially own 907,100 shares and 1,481,093 shares of Safety-Kleen
common stock, respectively (including shares subject to stock options
exercisable within 60 days). None of the remaining Safety-Kleen Participants
beneficially owns in excess of 1% of Safety-Kleen's outstanding equity
securities. The address of each of the Safety-Kleen participants is c/o Safety-
Kleen Corp., One Brinckman Way, Elgin, Illinois 60123.
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William Blair. Safety-Kleen has retained William Blair & Company, L.L.C.
("William Blair") to act as its financial advisors in connection with the
Merger, for which it has received and may receive substantial fees, as well as
reimbursement of reasonable out-of-pocket expenses. In addition, Safety-Kleen
has agreed to indemnify William Blair and certain related persons against
certain liabilities, including certain liabilities under the federal securities
laws, arising out of their engagement. Certain employees of William Blair may
also assist in the solicitation of proxies, including by communicating in
person, by telephone, or otherwise with a limited number of institutions,
brokers, or other persons who are stockholders of Safety-Kleen. William Blair
will not receive any separate fee for any such solicitation activities. William
Blair is an investment banking firm that provides a full range of financial
services for institutional and individual clients. William Blair does not admit
that it or any of its directors, officers or employees is a "participant" as
defined in Schedule 14A promulgated under the Exchange Act, in the solicitation,
or that Schedule 14A requires the disclosure of certain information concerning
William Blair. In the normal course of its business, William Blair regularly
buys and sells Safety-Kleen securities for its own account and for the accounts
of its customers which may result from time to time in William Blair and its
associates having a net "long" or net "short" position in Safety-Kleen
securities. Additionally, in the normal course of its business, William Blair
may finance its securities positions by bank and other borrowings and repurchase
and securities borrowing transactions. Employees of William Blair who may be
deemed "participants" in this solicitation include: E. David Coolidge III, John
L. Carton, Jeffrey W. Corum and Brent W. Felitto. The business address of such
persons is William Blair & Company, L.L.C., 222 West Adams Street, Chicago,
Illinois 60606.
Safety-Kleen anticipates that certain officers, directors, employees or
affiliates of Philip, Apollo, Blackstone, Parent and Merrill Lynch & Co.,
Parent's financial advisor ("Merrill Lynch"), may communicate in person, by
telephone or otherwise with shareholders of Safety-Kleen for the purpose of
assisting in the solicitation of proxies. These efforts would be in furtherance
of Parent's efforts to consummate the Merger. None of such persons will be
compensated by Safety-Kleen in connection with such solicitation activities.
Except as noted below with respect to Merrill Lynch, none of such persons
beneficially owns, individually or in the aggregate, in excess of 1% of Safety-
Kleen's outstanding common stock. Additional information concerning such
participants is set forth below.
Philip Services Corp. Unless otherwise indicated, the information below
refers to such person's position with Philip Services Corp. The business address
of each executive officer is Philip Services Corp., 100 King Street West, P.O.
Box 2440, LCD #1, Hamilton, Ontario, L8N 4J6. Persons who may be deemed to be
participants in this solicitation include: Allen Fracassi, President, Chief
Executive Officer and Director; Philip Fracassi, Executive Vice-President, Chief
Operating Officer and Director; Howard Beck, Chairman and Director; Roy Cairns,
Director; Derrick Rolfe, Director; Norman Foster, Director; Felix Pardo,
Director; Herman Turkstra, Director; William E. Haynes, Director; Robert Waxman,
President, Metals Recovery Group and Director; Robert L. Knauss, Director;
Marvin Boughton, Executive Vice-President and Chief Financial Officer; Robert M.
Chiste, President, Industrial Services Group; Peter Chodos, Executive Vice-
President, Corporate Development; Colin Soule, Executive Vice-President, General
Counsel & Corporate Secretary (also a director of Parent); Antonio Pingue,
Executive Vice President, Corporate and Regulatory Affairs; and John Woodcroft,
Executive Vice-President, Operations.
Apollo. Persons who may be deemed to be participants in this solicitation
include: Apollo Management, L.P., Apollo Investment Fund III, L.P., Apollo
Overseas Partners III, L.P., Apollo (U.K.) Partners III, L.P., Antony P.
Ressler, Investment Manager, and David B. Kaplan, Investment Manager and a
Director of Parent.
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Blackstone. Persons who may be deemed to be participants in this
solicitation include: Blackstone Capital Partners III Merchant Banking Fund
L.P., Blackstone Offshore Capital Partners III L.P., Blackstone Management
Associates III L.P., Blackstone Management Partners III L.L.C., Howard A.
Lipson, Investment Manager, a Director of Parent, and Lawrence H. Guffey,
Investment Manager.
SK Parent Corp. Persons who may be deemed to be participants in this
solicitation include: Colin Soule (see Philip above), Antony P. Ressler (see
Apollo above), and Howard A. Lipson (see Blackstone above).
Merrill Lynch. Certain employees of Merrill Lynch & Co. may also assist in
the solicitation of proxies, including by communicating in person, by telephone,
or otherwise with a limited number of institutions, brokers, or other persons
who are stockholders of Safety-Kleen. Merrill Lynch will not receive any
separate fee for its solicitation activities. Merrill Lynch is an investment
banking firm that provides a full range of financial services for institutional
and individual clients. Merrill Lynch does not admit that it or any of its
directors, officers or employees is a "participant" as defined in Schedule 14A
promulgated under the Exchange Act, in the solicitation, or that Schedule 14A
requires the disclosure of certain information concerning Merrill Lynch. In the
normal course of its business, Merrill Lynch regularly buys and sells Safety-
Kleen securities for its own account and for the accounts of its customers which
may result from time to time in Merrill Lynch and its associates having a net
"long" or net "short" position in Safety-Kleen securities. Additionally, in the
normal course of its business, Merrill Lynch may finance its securities
positions by bank and other borrowings and repurchase and securities borrowing
transactions. Employees of Merrill Lynch who may be deemed "participants" in
this solicitation include: Mark Shafir and Drago Rajkovic. The business address
of such persons is Merrill Lynch & Co., 101 California Street, Suite 1200, San
Francisco, California 94111.
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