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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 27
TO
SCHEDULE 14D-9
(AS AMENDED AND RESTATED AT JANUARY 6, 1998)
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SOLICITATION/RECOMMENDATION STATEMENT PURSUANT
TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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)
78648105
(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)
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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 by Amendments 1 through 26, inclusive
(as amended the "Schedule 14D-9"), with respect to the exchange offer made by
LES Acquisition, Inc. (the "Offeror"), a wholly-owned subsidiary of Laidlaw
Environmental Services, Inc. ("LLE"), for all of the outstanding Shares.
Capitalized terms not defined herein have the meanings assigned thereto in the
Schedule 14D-9.
ITEM 2. TENDER OFFER OF THE BIDDER
Item 2 of the Schedule 14D-9 is hereby amended and restated to read as
follows:
On January 28, 1998, LLE filed an amended prospectus (the "Amended
Prospectus") with the Commission that amends and restates its exchange offer
to acquire all of the outstanding Shares. Under the terms and conditions
described in the Amended Prospectus, LLE and the Offeror offer to exchange
$18.00 net cash and that number of shares of LLE Common Stock equal to the
Amended Exchange Ratio (as defined below) (the cash and stock consideration is
sometimes collectively referred to herein as the "Amended LLE Offer
Consideration"), for each outstanding Share (the "Amended LLE Offer"). This
Statement relates to the Amended LLE Offer.
According to the Amended Prospectus, the "Amended Exchange Ratio" means the
quotient (rounded to the nearest 1/100,000) determined by dividing $12.00 by
the weighted average trading prices for LLE Common Stock (as reported on the
New York Stock Exchange Inc. (the "NYSE") Composite Transactions reporting
system as published in The Wall Street Journal or, if not published therein,
in another authoritative source) for ten NYSE trading days (each, a "Trading
Day") selected by lot from the twenty Trading Days ending three business days
immediately prior to the expiration date of the Amended LLE Offer, provided,
that the Amended Exchange Ratio shall not be less than 2.24 nor greater than
2.80.
According to the Amended Prospectus: (i) the purpose of the Amended LLE
Offer is for LLE to obtain control of, and ultimately the entire equity
interest in, Safety-Kleen; (ii) LLE presently intends, as soon as practicable
after consummation of the Amended LLE Offer, to propose and seek to have
Safety-Kleen effect a merger of the Offeror with and into Safety-Kleen; and
(iii) the consideration per Share in such merger would be identical to the
Amended LLE Offer Consideration.
Shareholders should be aware that if Safety-Kleen is a "resident domestic
corporation" for purposes of the Wisconsin Statutes (which Safety-Kleen
believes it is, although the matter is not free from doubt), then unless LLE
acquires beneficial ownership of at least 90% of the outstanding Shares, the
subsequent merger of the Offeror into Safety-Kleen would have to be approved
by both (a) the holders of at least 80% of the outstanding Shares and (b) the
holders of 66 2/3% of the outstanding Shares not held by LLE or its
affiliates, unless certain fair price standards are satisfied. There can be no
assurance that LLE would obtain the required shareholder approval or that the
Amended LLE Offer Consideration would satisfy those fair price standards. See
"Item 8. Additional Information To Be Furnished--(c) State Takeover Statutes"
in the Schedule 14D-9 (as amended and restated at January 6, 1998).
According to the Amended Prospectus, the address of the principal executive
officer of the Offeror and LLE is 1301 Gervais Street, Suite 300, Columbia,
South Carolina 29201.
At the special meeting of shareholders of Safety-Kleen (the "Special
Meeting") on March 9, 1998 (which was a reconvening of the meeting originally
scheduled for February 11, 1998, adjourned to February 25, 1998, and then
adjourned to March 9, 1998) to vote on approval of the Agreement and Plan of
Merger, dated as of November 20, 1997 (the "Philip Merger Agreement"), by and
among SK Parent Corp. ("SK Parent"), SK Acquisition Corp. ("SK Acquisition")
and Safety Kleen, the required approval of two-thirds of the outstanding
shares was not received (based on the advice of Safety-Kleen's proxy
solicitor), after which the Philip Merger
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Agreement was terminated by Safety-Kleen in accordance with its terms. SK
Parent is a newly-formed company owned equally by Philip Services Corp.
affiliates of Apollo Management, L.P. and affiliates of Blackstone Management
Partners III L.L.C. If the Philip Merger Agreement had been consummated, SK
Acquisition would have merged with and into Safety-Kleen and each holder of a
Share would have received $27.00 cash for each Share.
THIS SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 DOES NOT
CONSTITUTE A SOLICITATION OF PROXIES FOR USE AT ANY MEETING OF SAFETY-KLEEN'S
SHAREHOLDERS OR OTHERWISE.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
Item 4(a) of the Schedule 14D-9 is hereby amended and restated as follows:
(a) Recommendation Of The Board of Directors.
THE BOARD OF DIRECTORS OF SAFETY-KLEEN (THE "BOARD"), HAVING ATTEMPTED
UNSUCCESSFULLY TO NEGOTIATE AN IMPROVEMENT IN THE TERMS OF THE AMENDED LLE
OFFER TO ADDRESS THE BOARD'S CONCERNS ABOUT THE VALUE OF THE STOCK COMPONENT
OF THAT OFFER, HAS UNANIMOUSLY DETERMINED TO REMAIN NEUTRAL AND MAKE NO
RECOMMENDATION TO SHAREHOLDERS OF SAFETY-KLEEN AS TO WHETHER TO TENDER THEIR
SHARES PURSUANT TO THE AMENDED LLE OFFER.
Rights Agreement: The Amended LLE Offer is conditioned upon, among other
things, the Board having redeemed the Rights or amended the Rights Agreement
so that the Rights are inapplicable to the acquisition of Shares pursuant to
the Amended LLE Offer, or LLE being otherwise satisfied in its sole discretion
that the Rights are invalid or are not applicable to the acquisition of Shares
pursuant to the Amended LLE Offer and the proposed subsequent merger of the
Offeror into Safety-Kleen. In light of its determination stated above, the
Board decided at its March 11, 1998 meeting to amend the Rights Agreement to
exempt the currently pending Amended LLE Offer if it is consummated before
midnight, eastern standard time, on March 27, 1998, on its present terms or
terms that are more favorable to shareholders. Those terms include, without
limitation, maintenance of the condition that at least two thirds of the
Shares be tendered and that the per Share consideration of $18 plus 2.24 to
2.8 shares of Laidlaw Environmental Common Stock, based on the Amended
Exchange Ratio, not be diminished. The exception also requires that Laidlaw
Environmental publicly announce and file with the Securities and Exchange
Commission its confirmation that it will effect the back-end merger on terms
at least as favorable as the per share consideration paid in the exchange
offer.
Business Combination Statute: The Amended LLE offer is also conditioned upon
LLE being satisfied, in its sole discretion, either that the provisions of
Section 180.1141 of the Wisconsin Statutes are inapplicable to LLE, the
Offeror and the transactions contemplated by the Amended Prospectus, or that
the Wisconsin Statutes will not prohibit for any period of time the
consummation of the proposed merger or any other "Business Combination" (as
defined in such Statutes) involving Safety-Kleen and LLE or the Offeror, or
any of their respective affiliates. In light of its determination stated
above, the Board decided at its March 11 meeting to render Section 180.1141 of
the Wisconsin Statutes inapplicable to Laidlaw Environmental's back-end merger
if effected for per share consideration at least equal to the consideration
provided for in its currently pending exchange offer and no less than that
paid in consummating its exchange offer.
Item 4(b) of the Schedule 14D-9 is hereby amended and supplemented by adding
the following:
(b)(1) Background.
At its meeting on February 20, 1998, the Board discussed the status of
financing for the Philip Merger.
At its meeting on February 25, 1998, the Board directed the adjournment of
the February 25 Special Shareholders Meeting to vote on the Philip Merger
until March 9, 1998, in light of the fact that approval of the
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Philip Merger required a two-thirds vote, the request of certain stockholders
that the meeting be adjourned until after March 4 to eliminate uncertainty
arising from the fact that Philip's year end results would not be available
until that date, the desirability of allowing additional time to permit all
shareholders to cast a fully informed vote on the Philip Merger, and the
desirability of preserving the possibility of the success of the Philip
Merger.
On March 5, 1998, the Federal District Court for the Northern District of
Illinois denied LLE's motion to require Safety-Kleen's board to make its
rights agreement, or poison pill, inapplicable to the Amended LLE Offer before
the March 9, 1998 shareholders meeting. The Judge set another hearing for
Thursday, March 12 to again consider the motion, after taking testimony. LLE
committed to the court that it would extend the Amended LLE offer on its
current terms through March 16.
On March 7, 1998, the Board of Directors held an informational meeting on
the state of the proxy solicitation for the Philip Merger and related matters
and confirmed its recommendation of the Philip Merger.
On March 9, 1998, at the Special Shareholders Meeting, the Philip Merger
failed to receive the necessary approval from holders of two-thirds of the
outstanding shares. After the meeting, the Company's Board of Directors met
and terminated the SK Parent Merger Agreement, directed the commencement of
negotiations with LLE, and concluded that it would take no position on the
Amended LLE Offer pending the outcome of negotiations. The Board also
determined that each of the approximately 50 parties that had entered into a
confidentiality and standstill agreement with Safety-Kleen as part of its
evaluation of strategic options should now be released from the standstill
provisions of those agreements, permitting these parties to make a proposal to
acquire Safety-Kleen if they choose to do so. Safety-Kleen announced the
results of the Special Shareholders Meeting and those Board actions on March
10.
On March 10 and in the morning of March 11, Safety-Kleen met with LLE in an
unsuccessful effort to negotiate an improvement in the terms of the Amended
LLE Offer.
On March 11, 1998, the Board of Directors met and discussed the actions
described in Item 4(a) above.
On March 12, 1998, the Federal District Court for the Northern District of
Illinois did not hold a hearing, but scheduled a telephonic status report for
March 13, 1998.
(2) Reasons For the Recommendation.
In the course of reaching its determination with respect to the Amended LLE
Offer referred to in Item 4(a), above, the Board, at its meeting on March 11,
1998, noted its continuing concerns about the value of Laidlaw Environmental
Common Stock; those concerns have been previously discussed in the Schedule
14D-9. The Board also considered the failure of the SK Parent Merger to obtain
shareholder approval and the absence at the present time of a viable
alternative of comparable value.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES
Item 6(b) of the Schedule 14D-9 is hereby amended and restated as follows:
(b) Safety-Kleen believes that its executive officers, directors, affiliates
and subsidiaries are considering whether to tender, pursuant to the Amended
LLE Offer, any Shares which are held of record or are beneficially owned by
such persons or to otherwise sell any such Shares.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8(a) of the Schedule 14D-9 is hereby amended and supplemented by adding
the following:
(a) Rights Agreement
See Item 4(a), Rights Agreement, of this Amendment No. 27, incorporated
herein by reference.
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Item 8(b) of the Schedule 14D-9 is hereby amended and supplemented by adding
the following:
(b) Shareholder Litigation
On March 5, 1998, the Federal District Court for the Northern District of
Illinois denied LLE's motion to require Safety-Kleen's board to make its
rights agreement or poison pill, inapplicable to the Amended LLE Offer before
the March 9, 1998 shareholders meeting. The Judge set another hearing for
Thursday, March 12 to again consider the motion, after taking testimony. LLE
committed to the court that it would extend the Amended LLE offer on its
current terms through March 16. On March 12, 1998, the Court did not hold a
hearing, but scheduled a telephonic status report for March 13, 1998.
Item 8(c) of the Schedule 14D-9 is hereby amended and supplemented by adding
the following at the end of the paragraph therein captioned "Business
Combination Statute":
See Item 4(a), Business Combination Statute, of this Amendment No. 27,
incorporated herein by reference.
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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.
/s/ Donald W. Brinckman
By: _________________________________
Name: Donald W. Brinckman
Title: Chairman and Chief
Executive Officer
Dated: March 12, 1998
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EXHIBIT INDEX
Except as noted below, the following Exhibits have been previously filed in
connection with this Statement.
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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).
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.
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<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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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, 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.
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* Form of Third Amendment, dated as of March 11, 1998, to the Rights Agreement,
dated as of November 9, 1988, between Safety-Kleen Corp. and the First National
Bank of Chicago, as Rights Agent.
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*Filed herewith; not included in mailing to shareholders.
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Exhibit 58
THIRD AMENDMENT TO RIGHTS AGREEMENT
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THIRD AMENDMENT dated as of March 11, 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 Third 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 Environment 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 unless the acquisition by which any
such person becomes the Beneficial Owner of 20% or more of such Common
Shares satisfies each of the following requirements: (A) it is consummated
prior to Midnight, Eastern Standard Time on March 27, 1998 (B) it is
consummated pursuant to either the terms of the Laidlaw Environmental
Exchange Offer as stated in the Amended Prospectus of Laidlaw Environmental
dated January 28, 1998 as filed on such date ("Amended Prospectus") or
terms more favorable to shareholders of the Company than the terms of such
Amended Prospectus; without limiting the generality of the foregoing, the
Minimum Condition, as defined in the Amended Prospectus, must not have been
waived or decreased, and the Laidlaw Environmental Offer Consideration, as
defined in the Amended Prospectus, must not have been diminished and (C)
prior to such consummation, Laidlaw Environmental has publicly announced
(and reflected in an appropriate filing with the Securities and Exchange
Commission) (the "Announcement and Filing") that it will effect the Merger,
as defined in the Amended Prospectus, with per share consideration paid in
the Merger that is at least as favorable as the per share consideration
paid in the acquisition referred to in clause (B).
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 or (iii) the commencement or consummation occurring prior to
Midnight, Eastern Standard Time on March 27, 1998 (accompanied by the
Announcement and Filing prior to such consummation), of the exchange offer
contemplated by the Amended Prospectus, on the terms therein or on terms
more favorable to shareholders of the Company than the terms of the Amended
Prospectus; without limiting the generality of the foregoing, the Minimum
Condition, as defined in the Amended Prospectus, must not have been waived
or decreased, and the Laidlaw
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Environmental Offer Consideration, as defined in the Amended Prospectus,
must not have been diminished."
3. Section 11(a)(ii) of the Rights Agreement is hereby amended by
substituting for the final sentence thereto 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 or (iii) the commencement
or consummation occurring prior to Midnight, Eastern Standard Time on March
27, 1998 (accompanied by the Announcement and Filing prior to such
consummation), of the exchange offer contemplated by the Amended
Prospectus, on the terms therein or on terms more favorable to shareholders
of the Company than the terms of the Amended Prospectus; without limiting
the generality of the foregoing, the Minimum Condition, as defined in the
Amended Prospectus, must not have been waived or decreased, and the Laidlaw
Environmental Offer Consideration, as defined in the Amended Prospectus,
must not have been diminished."
4. Section 13(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, 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 or
(iii) the commencement or consummation occurring prior to Midnight, Eastern
Standard Time on March 27, 1998 (accompanied by the Announcement and Filing
prior to such consummation), of the exchange offer contemplated by the
Amended Prospectus, on the terms therein on or terms more favorable to
shareholders of the Company than the terms of the Amended Prospectus;
without limiting the generality of the foregoing, the Minimum Condition, as
defined in the Amended Prospectus, must not have been waived or decreased,
and the Laidlaw Environmental Offer Consideration, as defined in the
Amended Prospectus, must not have been diminished."
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5. This Third 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 Third Amendment, the Rights
Agreement is hereby ratified, approved and confirmed. In executing and
delivering this Third 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 Third 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 Third 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 Third 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 Second 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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