SAFETY KLEEN CORP, 8-K, 1998-04-09

SAFETY KLEEN CORP
8-K, 1998-04-09
BUSINESS SERVICES, NEC

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 3, 1998

Safety Kleen Corp.
(Exact name of registrant as specified in its charter)

Wisconsin 1-8513 39-6090019
(State or other jurisdiction (Commission) (IRS Employer
of incorporation) File Number) Identification No.)

One Brinckman Way, Elgin, Illinois 60123
(Address of principal executive offices)

Registrant's telephone number, including area code 847-697-8460

-------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>

Item 1. Change in Control of Registrant
-------------------------------

On April 3, 1998, and, in the case of Common Shares ("Shares") of Safety-
Kleen Corp. ("Safety-Kleen") tendered by guaranteed delivery, on April 7,
1998, Laidlaw Environmental Services, Inc. ("Laidlaw Environmental"), and
its indirect wholly-owned subsidiary LES Acquisition, Inc. ("LES"),
consummated their tender offer ("Exchange Offer") for the Shares,
purchasing an aggregate of 55,751,582 Shares, constituting approximately
93% of the outstanding Shares. In the Exchange Offer, Laidlaw Environmental
paid, for each Share, $18.30 cash and 2.8 Shares of Laidlaw Environmental
Common Stock. Based upon 55,751,582 shares purchased in the Exchange Offer,
Laidlaw Environmental paid approximately $1,020,255,000 plus 156,100,000
shares of Laidlaw Environmental Common Stock in aggregate.

A subsidiary of Laidlaw Environmental already owned 601,100 Shares, thus
giving Laidlaw Environmental total beneficial ownership of 56,352,682
Shares, constituting approximately 94% of the outstanding Shares. In
addition to Laidlaw Environmental, its parent, Laidlaw, Inc., may be deemed
to have acquired control of Safety-Kleen upon consummation of the Exchange
Offer. Prior to the Change of Control, no shareholder of Safety-Kleen held
more than 6.45% of the outstanding Shares, although the Emery Family Group
in aggregate held approximately 10.75% of the outstanding Shares;
accordingly, Safety-Kleen believes that until April 3, 1998, control of
Safety-Kleen resided with its Board of Directors and its stockholder body
as a whole.

The Exchange Offer was made pursuant to an Agreement and Plan of Merger,
dated as of March 16, 1998, by and among Laidlaw Environmental, LES and
Safety-Kleen. The Merger Agreement also provides, subject to limited
customary conditions, for a back end merger (the "Merger") following
consummation of the Exchange Offer, in which the per Share consideration is
to be the same as in the Exchange Offer. The Board of Directors has
established April 8, 1998, as the record date for the special meeting of
shareholders to vote on the Merger; the date of such meeting has not yet
been established.

Pursuant to Section 6.8 of the Merger Agreement, Laidlaw Environmental was
entitled, promptly after its purchase in the Exchange Offer, to have
present Safety-Kleen directors resign and to designate, at its option, up
to that number of members, rounded to the nearest whole number, of Safety-
Kleen's Board of Directors, as would make the percentage of Safety-Kleen's
directors designated by Laidlaw Environmental approximately equal to the
aggregate voting power of the Shares held by Laidlaw Environmental.
Accordingly, on April 4, 1998, Ms. Marcia E. Williams and Messrs. Richard
T. Farmer, Russell A. Gwillum, Edgar D. Jannotta, Karl G. Otzen, Paul D.
Schrage, and W. Gordon Wood each resigned as a director of Safety-Kleen
and, following such resignations, Messrs. James R. Bullock, Leslie W.
Haworth, John W. Rollins, Jr., David E. Thomas, Jr., James L. Wareham,
Kenneth W. Winger and

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<PAGE>

Grover C. Wrenn, who were designated by Laidlaw Environmental to become
Safety-Kleen directors, were elected as such. Information concerning the
Laidlaw Environmental designees who have become Safety-Kleen directors is
included (under the caption, "Board of Directors - the LLE Designees") in
the Company's Information Statement filed as Exhibit 99.1 hereto and
incorporated herein by reference. Mr. Donald W. Brinckman, a director
prior to the Change of Control, remains on the Safety-Kleen Board of
Directors.

The Merger Agreement is further described in Amendment No. 29 to Safety-
Kleen's Schedule 14D-9 under the caption "Item 3. Identity and Background -
(b)(5) LLE Merger Agreement, which Amendment No. 29 is filed as Exhibit
99.2, hereto and incorporated herein by reference.

Laidlaw Environmental has advised Safety-Kleen (i) that the source of the
cash portion of the consideration used by Laidlaw Environmental to purchase
shares in the Exchange Offer is a credit facility ("Credit Facility") in
the amount of up to $2.1 billion received from a bank group (the "Lenders")
agented by Toronto Dominion Bank (Texas), Inc. The Credit Facility was
arranged by TD Securities (USA), Inc.; (ii) that Laidlaw Environmental is
also using the Credit Facility to fund the cash portion of the Merger
consideration, to refinance Laidlaw Environmental's and its subsidiaries'
existing bank debt, to refinance Safety-Kleen's and its subsidiaries'
existing and outstanding indebtedness, and to pay fees and expenses related
to the Exchange Offer and the Merger; and (iii) that under the terms of the
Credit Facility, the Shares beneficially owned by Laidlaw Environmental
have been pledged to Toronto Dominion (Texas) Inc., as Agent for the
Lenders pursuant to the Credit Facility. The Lenders are listed below:

Toronto Dominion (Texas), Inc.
The Toronto Dominion Bank
TD Securities (USA) Inc.
The Bank of Nova Scotia
The First National Bank of Chicago
NationsBank, N.A.
Wachovia Bank
Van Kampen American Capital Prime Rate Income Trust
Oak Hill Securities Fund, LP
Pilgrim American Prime Rate Trust
KZH Holding III Corporation
Jackson National Life Insurance Company
American General Annuity Insurance Company
Metropolitan Life Insurance Company
KZH-Crescent Corporation
KZH-Crescent 2 Corporation
Crescent/Mach I Partners, L.P.
Archimedes Funding, L.L.C.

-3-
<PAGE>

First Allmerica Financial Life Insurance Company
ING High Income Principal Preservation Fund Holdings, LDC
KZH-ING-1 Corporation
Indosuez Capital Funding III, Limited
KZH-ING-2 Corporation
KZH Soleil Corporation

A further change in control of Safety-Kleen could result in the event of a
default under the Credit Facility and a foreclosure, by Toronto Dominion
(Texas) Inc. on behalf of the Lenders, on the Shares beneficially owned by
Laidlaw Environmental.

Item 7. Financial and Exhibits
----------------------

(a) and (b) Not Applicable.

99.1 Registrant's Information Statement pursuant to Rule 14f-1 under
the Securities Exchange Act of 1934, dated March 26, 1998.

99.2 Amendment No. 29, dated March 18, 1998, to Registrant's Schedule
14D-9 (as amended and restated at January 6, 1998).

99.3 Press Release of Safety-Kleen Corp., dated April 3, 1998.

99.4 Press Release of Safety-Kleen Corp., dated April 6, 1998.

-4-
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

SAFETY-KLEEN CORP.

/s/ F. Henry Habicht II
------------------------------
F. Henry Habicht II
Senior Vice President
April 8, 1998

-5-

<PAGE>

SAFETY-KLEEN CORP.
ONE BRINCKMAN WAY
ELGIN, ILLINOIS 60123-7857

INFORMATION STATEMENT PURSUANT TO

SECTION 14(F) OF THE SECURITIES

EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER

MARCH 26, 1998

This Information Statement is being mailed on or about March 27, 1998; it is
related to Amendment No. 29 to Safety-Kleen's Solicitation/Recommendation
Statement on Schedule 14D-9 (the "Schedule 14D-9"), which Amendment No. 29 was
mailed to shareholders on or about March 18, 1998. You are receiving this
Information Statement in connection with the possible election of persons
designated by Laidlaw Environmental Services, Inc. ("LLE") to a majority of
the seats on the Board of Directors of Safety-Kleen (the "Board"). You are
urged to read this Information Statement carefully. You are not, however,
required to take any action. Capitalized terms used and not otherwise defined
herein shall have the meaning set forth in the Schedule 14D-9.

The Revised LLE Offer, made pursuant to the LLE Merger Agreement, is
scheduled to expire at Midnight on March 31, 1998, New York City time. Upon
the expiration of the Revised LLE Offer, if all conditions of the Revised LLE
Offer have been satisfied or waived, it is contemplated that the Offeror, an
LLE subsidiary, will purchase all Shares validly tendered pursuant to the
Revised LLE Offer and not withdrawn. The consummation of the Revised LLE Offer
pursuant to the terms of the LLE Merger Agreement would result in a change of
control of Safety-Kleen.

The information contained in this Information Statement concerning LLE and
the Offeror has been furnished to Safety-Kleen by LLE and the Offeror, and
Safety-Kleen assumes no responsibility for the accuracy or completeness of
such information.

BOARD OF DIRECTORS

GENERAL

The Shares are the only class of voting stock of Safety-Kleen outstanding
and each Share is entitled to one noncumulative vote. As of February 28, 1998,
there were 59,930,589 Shares issued and outstanding. The Board currently
consists of eight members, and there are currently no vacancies; the size and
composition of the Board are subject to certain contractual commitments set
forth in the LLE Merger Agreement. See "BOARD OF DIRECTORS--Right to Designate
Directors." The Board of Directors currently is divided into three classes.
The term of three directors expires in 1998, with three current directors
continuing in office until 1999, and another two current directors continuing
until 2000. Each director of Safety-Kleen holds office until such director's
successor is elected and qualified or until such directors earlier resignation
or removal.

RIGHT TO DESIGNATE DIRECTORS

Safety-Kleen has agreed in the LLE Merger Agreement that, promptly following
the purchase of Shares by LLE and Offeror pursuant to the Revised LLE Offer
(representing at least two-thirds of the outstanding Shares on a fully diluted
basis, assuming exercise of all outstanding options and other securities
exercisable for Shares), LLE shall be entitled to designate at its option, up
to that number of directors, rounded to the nearest whole number, of Safety-
Kleen's Board of Directors as will make the percentage of Safety-Kleen's
directors designated by LLE (the "LLE Designees") approximately equal to the
aggregate voting power of the Shares held by LLE. This will be accomplished
either by increasing the size of the Board or, at LLE's election, requesting
resignations of incumbent directors. Safety-Kleen's obligation to cause
designees of LLE to be elected or appointed to the Board of Directors of
Safety-Kleen is subject to Rule 14f-1.

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THE LLE DESIGNEES

LLE has advised Safety-Kleen that the LLE Designees will be selected by LLE
from among the persons described in the following table.

<TABLE>
<CAPTION>
AGE, BUSINESS EXPERIENCE AND OTHER
NAME AND BUSINESS ADDRESS DIRECTORSHIPS
------------------------- ----------------------------------
<C> <S>
Kenneth W. Winger Age 59. President and Chief Executive
Laidlaw Environmental Services, Inc. Officer of LLE, since May 1997;
1301 Gervais Street, Suite 300 President, Chief Operating Officer and
Columbia, SC 29201 Sole Director of Laidlaw Environmental
Services (U.S.), Inc. from July 1995 to
May 1997; Executive Vice President for
Business Development of Laidlaw Waste
Systems, Ltd. from January 1995 until
July 1995; Senior Vice President for
Corporate Development of Laidlaw Inc.
from May 1991 until December 1994.
Director of LLE and ViroGroup, Inc.

James R. Bullock Age 53. Chief Executive Officer and
Laidlaw Inc. President of Laidlaw, Inc. since October
3221 North Service Road 1993; for more than a year prior thereto,
Burlington, Ontario L7R 3Y8 President and Chief Executive Officer of
Canada Cadillac Fairview Corporation Limited.
Director of LLE, Laidlaw Inc. and Imasco
Limited.

John W. Rollins, Jr. Age 55. President and Chief Operating
Rollins Truck Leasing Corp. Officer and a director of Rollins Truck
2200 Concord Pike Leasing Co. and Chairman of the Board of
One Rollins Plaza Matlack Systems, Inc. (each for more than
Wilmington, DE 19803 five years); Senior Vice Chairman of the
Board of Rollins Environmental Services,
Inc., from 1988 until May 15, 1997.
Director of LLE and Dover Downs
Entertainment, Inc.

David E. Thomas, Jr. Age 40. Senior Managing Director and Head
Raymond James & of the Investment Banking Group of
Associates, Inc. Raymond James & Associates, Inc. since
880 Carillon Parkway July 1996; Managing Director of Raymond
St. Petersburg, FL 33716 James & Associates, Inc., from 1991 until
July 1996. Director of LLE and Reynolds,
Smith and Hills, Inc.

James L. Wareham Age 58. President of AK Steel Corporation
AK Steel Corporation since March 1997; Chief Executive Officer
703 Curtis Street of Wheeling-Pittsburgh Steel Corporation
Middleton, OH 45043 from 1992 until 1996. Director of LLE.

Grover C. Wrenn Age 55. Chairman and Chief Executive
4 Wolfe Street Officer of Better Health Network, Inc.
Alexandria, VA 22314 since June 1996; Chief Executive Officer
of EnSys Environmental Products, Inc.
from April 1995 through December 1996;
President and Chief Executive Officer of
Applied Bioscience International from
1991 through March 1995. Director of LLE,
Strategic Diagnostics, Inc. and
Pharmakinetics Laboratories, Inc.

Leslie W. Haworth Age 54. Senior Vice President and Chief
Laidlaw Inc. Financial Officer of Laidlaw Inc. for
3221 North Service Road more than five years. Director of LLE.
Burlington, Ontario L7R 3Y8
Canada
</TABLE>

Each such person is a citizen of the United States except Messrs. Bullock,
Winger and Haworth. LLE has advised Safety-Kleen that each of the persons
listed in the table above has consented to act as a director, and that none of
such persons has during the last five years been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors) or was a
party to a civil proceeding of a judicial or administrative body of

<PAGE>

competent jurisdiction and as a result of such proceeding was, or is, subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting activities subject to, federal or state securities laws or finding
any violation of such laws. LLE has also advised Safety-Kleen that none of the
persons listed in the table above is a director of, or holds any position
with, Safety-Kleen, and that none of such persons beneficially owns any equity
securities, or rights to acquire any equity securities, of Safety-Kleen or,
except for the LLE Merger Agreement, has been involved in any transactions
with Safety-Kleen or any of its directors, executive officers or affiliates
which are required to be disclosed pursuant to the rules and regulations of
the SEC, except that Mr. Thomas' firm in the ordinary course of business holds
Shares in street name for the benefit of customers, with respect to which Mr.
Thomas disclaims beneficial ownership. The election of the LLE Designees will
be accomplished at a meeting or by written consent of the Board.

CURRENT BOARD OF DIRECTORS

Safety-Kleen's current directors are:

CLASS OF 2000

Director since 1986
RICHARD T. FARMER Age 63

Mr. Farmer has been Chairman of Cintas Corporation, a uniform manufacturer
and supplier, since 1968. Mr. Farmer was also Chief Executive Officer from
1968 until August 1, 1995. He has been employed by that company since 1957. He
is also a director of Fifth Third Bancorp, Cincinnati, Ohio. Mr. Farmer is
Chairman of the Board Affairs and Nominating Committee and a member of the
Compensation Committee.

Director since 1981
PAUL D. SCHRAGE Age 63

Mr. Schrage has been Senior Executive Vice President and Chief Marketing
Officer of McDonald's Corporation, a restaurant franchisor and operator, since
1984 and has been employed by that company since 1967. He is also a director
of McDonald's Corporation, Oak Brook, Illinois and Wolverine Worldwide, Inc.,
Rockford, Michigan. Mr. Schrage is the Chairman of the Audit Committee and a
member of the Board Affairs and Nominating Committee and the Environmental
Committee.

CLASS OF 1999

Director since 1968
DONALD W. BRINCKMAN Age 67

Mr. Brinckman was named Chief Executive Officer of Safety-Kleen on August 8,
1997, a position he previously held from 1968 to December 31, 1994. He served
as President of Safety-Kleen from 1968 to August 1990, and from December 1991
to May 1993. Mr. Brinckman was appointed Chairman of Safety-Kleen's Board of
Directors in August 1990. Mr. Brinckman is also a director of Paychex, Inc.,
Rochester, New York and Snap-On Incorporated, Kenosha, Wisconsin. Mr.
Brinckman is Chairman of the Executive Committee and is a member of the
Environmental Committee.

Director since 1994
MARCIA E. WILLIAMS Age 51

Ms. Williams was President of Williams & Vanino, Inc., an environmental
management consulting firm from 1991 to August 1997 when that firm merged with
Putnam, Hayes & Bartlett, Inc. where Ms. Williams serves as a Managing
Director. From 1988 until 1991, Ms. Williams was Vice President, Environmental
Policy and Planning for Browning-Ferris Industries, Inc. Between 1970 and 1988
Ms. Williams served in various positions with the United States Environmental
Protection Agency, including Director, Office of Solid Waste and Deputy
Assistant Administrator, Office of Pesticides and Toxic Substances. Ms.
Williams chairs the Environmental Committee.

3
<PAGE>

Director since 1968
W. GORDON WOOD Age 72

Mr. Wood was Vice President of Safety-Kleen from 1968 until he retired on
March 31, 1985. Mr. Wood is a member of the Audit Committee.

CLASS OF 1998
Director since 1968
RUSSELL A. GWILLIM Age 75

Mr. Gwillim was employed by Chicago Rawhide Manufacturing Company, an oil
seals manufacturer, from 1948 until his retirement in 1984. He served as its
President and Chief Executive Officer from 1969 until his retirement. Mr.
Gwillim was named Chairman Emeritus in August 1990. Prior thereto he was
Chairman of the Board of Directors of Safety-Kleen since 1968. Mr. Gwillim is
the Chairman of the Compensation Committee and a member of the Executive
Committee.

Director since 1979
EDGAR D. JANNOTTA Age 66

Mr. Jannotta has been employed by William Blair & Company, an investment
banking firm, since 1959 and served as Managing Partner from September 1977
through December 1994. Mr. Jannotta was Senior Partner of William Blair &
Company from January 1, 1995 until January 2, 1996, at which time the company
converted from a partnership to a limited liability company and Mr. Jannotta
was named Senior Director. He is also a director of AAR Corp., Elk Grove
Village, Illinois; Aon Corporation, Chicago, Illinois; Bandag, Incorporated,
Muscatine, Iowa; Molex Incorporated, Lisle, Illinois; Oil-Dri Corporation of
America, Chicago, Illinois and Unicom Corporation, Chicago, Illinois. Mr.
Jannotta is a member of the Compensation Committee and the Executive
Committee.

Director Since 1984
KARL G. OTZEN Age 56

Mr. Otzen has been President of Gerhard & Company, a product development
consulting firm, since June 1, 1984. He is also Chairman of Gerhard-Sorenson
Company, a consumer products design and manufacturing firm. Mr. Otzen is a
member of the Audit Committee and the Board Affairs and Nominating Committee.

DIRECTORS COMMITTEES, MEETINGS AND COMPENSATION

BOARD COMMITTEES

The Board of Directors has, pursuant to its powers, designated Compensation,
Board Affairs and Nominating, Audit, Environmental and Executive Committees of
the Board. The committee members have been identified above.

Compensation Committee. The Compensation Committee is responsible for acting
on behalf of the Board of Directors in connection with administering Safety-
Kleen's Management Incentive Plan and Safety-Kleen's stock option plans,
determining compensation of all officers of Safety-Kleen and approving salary
grades of certain management positions. The Compensation Committee met five
times in 1997.

Board Affairs and Nominating Committee. The Board Affairs and Nominating
Committee's role is to identify and recommend qualified candidates to the
Board for election as directors, evaluate the performance, composition and
operation of the Board and its committees and review the Board's corporate
governance practices. The Board Affairs and Nominating Committee will consider
nominations of director candidates by shareholders, submitted in accordance
with Safety-Kleen's bylaws. The bylaws currently require persons

4
<PAGE>

submitting nominations to provide certain information not less than 60 nor
more than 90 days prior to the annual meeting, and in certain instances,
within 10 days after the date of the annual meeting is announced. The Board
Affairs and Nominating Committee met twice during 1997.

Audit Committee. The primary functions of the Audit Committee are: to
recommend to the Board of Directors the selection of independent auditors; to
review the scope of the independent auditor's examination; to review with the
independent auditors the results of their audits; to review the adequacy of
internal controls with the independent auditors, Safety-Kleen's internal
auditors and certain officers of Safety-Kleen; and to perform such other
duties as shall from time to time be delegated to the Audit Committee by the
Board. The Audit Committee met three times in 1997.

Environmental Committee. The primary function of the Environmental Committee
is to monitor Safety-Kleen's environmental, health, and safety performance and
policies. The Environmental Committee met once in 1997.

Executive Committee. The Executive Committee exercises the powers of the
full Board of Directors with respect to the management of Safety-Kleen's
business where it would be impractical to either convene a special meeting of
the full Board of Directors to deal with any matter or delay action until the
next regular meeting of the Board of Directors. The Executive Committee met
seven times in 1997.

BOARD MEETINGS

In 1997, The Board of Directors met 11 times. During 1997, each incumbent
director attended at least 75%, in the aggregate, of all meetings of the Board
and the committee(s) on which such director served.

BOARD COMPENSATION

Directors who are employees of Safety-Kleen receive no additional
compensation for their services as directors. In 1997, directors who were not
employees received $16,000 in stock or stock equivalents as a retainer.
Directors received $2,000 for each Board and committee meeting attended.
Meeting fees were paid in cash, stock or stock equivalents as elected by the
director. Directors were also reimbursed for travel and other expenses related
to attendance at Board and committee meetings. In February 1988, a
nonqualified stock option plan for outside directors (the "Directors' Plan")
was adopted by the Board and approved by the shareholders at the 1988 annual
meeting. The Directors' Plan allows eligible directors of Safety-Kleen to
purchase up to an aggregate of 300,000 shares of Common Stock at a price equal
to the fair market value of the Common Stock on the date such options are
granted. Only directors who are not employees of Safety-Kleen are eligible to
participate in the Directors' Plan. Pursuant to the Directors' Plan, an option
to purchase 15,000 shares of Safety-Kleen's Common Stock (i) was granted to
each director serving on the Board on the date the Director's Plan was adopted
and (ii) is granted to each new outside director at the time such director is
named or appointed to the Board. The Directors' Plan also provides for the
automatic grant of a second option to purchase 15,000 shares to each outside
director on the fifth anniversary of the initial grant of options to such
director, but only if such director is still serving on the Board at that
time. Options are exercisable 25 percent annually, on a cumulative basis,
starting one year from date of grant and expire ten years from date of grant.

COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the Common Stock ownership as of February 28,
1998 of (i) shareholders who, to the knowledge of Safety-Kleen, owned
beneficially more than 5% of the outstanding shares of Common Stock; (ii) each
of Safety-Kleen's directors; (iii) each named executive officer, as defined
below (see "Executive Compensation--Summary Compensation Table") and (iv)
Safety-Kleen's directors and executive officers as a group. The table does not
reflect sales of Shares made by certain of the directors and executive
officers commencing on March 18, 1998; information on such sales from March
18, 1998 through March 20, 1998 is shown on Annex I to this Information
Statement. To the knowledge of Safety-Kleen, and subject to applicable
securities laws and personal considerations, its directors and executive
officers presently intend to tender,

5
<PAGE>

pursuant to the Revised LLE Offer, or otherwise sell, any Shares which are
held of record or beneficially held by such persons.
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE OF
SHARES OUTSTANDING
BENEFICIALLY COMMON
NAME OWNED(1) STOCK(2)
- ---- ------------ -------------
<S> <C> <C>
FIVE PERCENT SHAREHOLDERS
Halcyon, Alan B. Slifka Management Co.
477 Madison Avenue, New York, NY 10022 3,769,400 6.45%
EMERY FAMILY GROUP
Joan Emery Lammers
1801 Seminary St., Alton, IL 62002 1,942,673(3) 3.24%
William H. Emery II
11388 SW Riverwoods Rd., Portland, OR 97219 1,645,510 2.75%
Lucy T. Otzen
100 Anchor Drive, #472, N. Key Largo, FL
33037 1,481,093(4) 2.47%
Edward W. Emery, Jr.
Route 18, Box 13, Bedford, IN 47421 34,100(5) *
Circle L Enterprises L.P.
Landmark Center, P.O. Box 1056, Lake Geneva,
WI 53147 1,367,520(4) 2.28%
DIRECTORS AND NAMED EXECUTIVE OFFICERS
Hyman K. Bielsky.............................. 75,918(6) *
Donald W. Brinckman........................... 907,108(7) 1.50%
Joseph Chalhoub............................... 375,071(8) *
David A. Dattilo.............................. 143,522(9) *
Richard T. Farmer............................. 43,390(10) *
Russell A. Gwillim............................ 183,493(11) *
F. Henry Habicht II........................... 67,346(12) *
Edgar D. Jannotta............................. 67,500(10) *
John G. Johnson, Jr........................... 135,338(13) *
Karl G. Otzen................................. 1,481,093(4) 2.47%
Paul D. Schrage............................... 31,180(10) *
Marcia E. Williams............................ 12,250(14) *
W. Gordon Wood................................ 71,317(10) *
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A
GROUP
(23 individuals)............................. 4,282,891(15) 6.95%
</TABLE>
- --------
*Denotes less than one percent of shares outstanding.
(1) Under regulations of the Securities and Exchange Commission, persons who
own or have the power to vote or dispose of shares, either alone or
jointly with others, are deemed to be the beneficial owners of such
shares. Such persons are also deemed to be the beneficial owners of
shares beneficially owned by certain close family members.
(2) Shares subject to options exercisable within 60 days of February 28, 1998
are considered outstanding for the purpose of determining the percent of
the class held by the holder of such option, but not for the purpose of
computing the percentage held by others.
(3) The shares shown for Joan Emery Lammers include 683,760 shares
contributed by or on behalf of Mrs. Lammers in December 1992 to Circle L
Enterprises L.P. (the "Circle L Limited Partnership"). See Note (4).
(4) Karl G. Otzen and Lucy T. Otzen (the "Otzens") are husband and wife. For
purposes of this table, each is deemed to own shares owned by the other,
and accordingly the same shares are shown opposite each of their names.
In December 1992, the Otzens caused 683,760 of the shares shown opposite
each of their

6
<PAGE>

names to be contributed to Circle L Limited Partnership. The general
partner which controls the Partnership is a corporation in which Karl G.
Otzen, Lucy T. Otzen, Joan Emery Lammers and her husband (the "Lammers")
each own 25% of the voting stock and each occupies one of the four
positions on the Board of Directors. Because the Otzens and Lammers share
voting power over all of the shares held by the Partnership, each of them
may be deemed to "own" all shares in the Partnership under the criteria
governing this table. To enhance clarity of presentation, however, the
shares contributed to the Partnership by Joan Emery Lammers are shown only
opposite her name in the table and the shares contributed by the Otzens
are shown only opposite their respective names. The shares shown opposite
the Otzens' names also include: 773,233 shares owned by trusts of which
the Otzens are co-trustees, 9,100 shares owned by a trust of which The
Northern Trust Company is trustee and 15,000 shares subject to options
exercisable by Karl G. Otzen within 60 days of February 28, 1998.
(5) All shares are owned by a trust of which The Northern Trust Company is
trustee.
(6) Includes 71,537 shares subject to options exercisable within 60 days of
February 28, 1998 and 1,696 shares held in Safety-Kleen's 401(k) plan as
to which he does not have voting control.
(7) Includes 73 shares owned by his wife, 537,492 shares subject to options
exercisable within 60 days of February 28, 1998 and 1,268 shares held in
Safety-Kleen's 401(k) plan as to which he does not have voting control.
(8) Includes 275,000 shares owned by Breslube Industries, Ltd. of which 100%
is owned by Mr. Chalhoub. Also included are 59 shares owned by his wife,
75 shares owned by his son and 99,937 shares subject to options
exercisable within 60 days of February 28, 1998.
(9) Includes 112,177 shares subject to options exercisable within 60 days of
February 28, 1998.
(10) Includes 15,000 shares subject to options exercisable within 60 days of
February 28, 1998.
(11) Includes 30,223 shares owned by his wife and 15,000 shares subject to
options exercisable within 60 days of February 28, 1998. Mr. Gwillim is
also a co-trustee for 45,827 shares held in an irrevocable trust in which
he has no beneficial ownership; such shares are not included in the
table.
(12) Includes 64,724 shares subject to options exercisable within 60 days of
February 28, 1998 and 222 shares held in Safety-Kleen's 401(k) plan as to
which he does not have voting control.
(13) Includes 130,912 shares subject to options exercisable within 60 days of
February 28, 1998 and 539 shares held in Safety-Kleen's 401(k) plan as to
which he does not have voting control.
(14) Includes 11,250 shares subject to options exercisable within 60 days of
February 28, 1998.
(15) Includes 1,727,218 shares subject to options exercisable within 60 days
of February 28, 1998 and 4,377 shares held in Safety-Kleen's 401(k) plan
as to which they do not have voting control.

7
<PAGE>

EXECUTIVE OFFICERS

The executive officers of Safety-Kleen are:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Donald W. Brinckman 67 Chairman of the Board and Chief Executive
Officer
Joseph Chalhoub 52 President and Chief Operating Officer
Hyman K. Bielsky 43 Senior Vice President, General Counsel and
Managing Director, European Operations
Roy D. Bullinger 49 Senior Vice President Business Management and
Marketing
Robert J. Burian 60 Senior Vice President Human Resources
Andrew A. Campbell 51 Senior Vice President Finance and Chief
Financial Officer
Michael H. Carney 50 Senior Vice President Marketing Services and
Customer Care
David A. Dattilo 57 Senior Vice President Sales and Service
Scott E. Fore 43 Senior Vice President Environment, Health and
Safety
F. Henry Habicht II 44 Senior Vice President Corporate Development
and Environment
Clark J. Rose 60 Senior Vice President Operations
Lawrence G. Davenport 55 Vice President Information Systems and Chief
Information Officer
Scott D. Krill 35 Assistant General Counsel and Secretary
Laurence M. Rudnick 52 Treasurer
Clifford J. Schulz 46 Controller and Chief Accounting Officer
</TABLE>

See "Board of Directors--Class of 1999" for Mr. Brinckman's background
information.

Mr. Chalhoub was named President and Chief Operating Officer of Safety-Kleen
on August 8, 1997. Previously he served as Senior Vice President Operations,
Oil Recovery and Envirosystems since July 1995. Prior to that, he served as
Senior Vice President, Oil Recovery since August 1990. In August 1991, Mr.
Chalhoub was assigned the additional responsibilities of overseeing the
processing and engineering departments. He was President of Safety-Kleen's
former subsidiary, Breslube Holding Corp., since May, 1987.

Mr. Bielsky was elected Senior Vice President General Counsel in May 1993.
He has also served as Safety-Kleen's Managing Director of its European
operations since 1996. Mr. Bielsky served as Assistant General Counsel-
Commercial since January 1990, and as Associate Counsel since joining Safety-
Kleen in 1987.

Mr. Bullinger was named Senior Vice President Business Management and
Marketing in June 1994. He served as Vice President Sales-Central Division
since 1985 and as a Regional Manager since joining Safety-Kleen in 1975.

Mr. Burian was appointed Senior Vice President Human Resources in May 1993.
He served as Senior Vice President Administration since August 1990. Mr.
Burian joined Safety-Kleen in July 1986, as Vice President Personnel.

8
<PAGE>

Mr. Campbell was named Senior Vice President, Finance and Chief Financial
Officer in April of 1997. From 1994 to 1996, he served as President and
earlier as Vice President, Finance and Chief Financial Officer for Duplex
Products, Inc. He was Vice President, Finance and Chief Financial Officer of
Simmons Upholstered Furniture, Inc. from 1991 to 1994. Prior to that, he held
senior financial positions at General Electric Company and Navistar
International Corporation.

Mr. Carney was named Senior Vice President Marketing Services and Customer
Care in June 1994. He served as Senior Vice President Marketing since August
1990 and Vice President Marketing since May, 1987. He joined Safety-Kleen in
1976, serving in various marketing positions until his appointment to Vice
President Marketing.

Mr. Dattilo was named Senior Vice President Sales and Service in August
1990. He served as Vice President Corporate Branch Sales and Service since
January, 1980.

Mr. Fore was elected Senior Vice President Environment, Health and Safety in
May 1993. He served as Vice President Environment, Health and Safety since
August, 1987, and was previously Associate General Counsel since joining
Safety-Kleen in 1985.

Mr. Habicht joined Safety-Kleen in March 1993. He served as Senior Vice
President Strategic/Environmental Planning from March 1993 to July 1995. In
July 1995, he assumed responsibility for Environment, Health and Safety and
Corporate Accounts and became Senior Vice President of Corporate Development
and Environment. Prior to joining Safety-Kleen, he served as Deputy
Administrator of the U.S. Environmental Protection Agency from 1989 to 1993.

Mr. Rose was named Senior Vice President Operations in August 1997. He
served as Vice President Manufacturing and Technical Services since July 1995
and as Vice President Technical Services since August, 1989. Mr. Rose joined
Safety-Kleen in June, 1984 as the Manager of Recycle Center Operations.

Mr. Davenport joined Safety-Kleen in June 1995 as Vice President Information
Services and Chief Information Officer. Prior to joining Safety-Kleen, Mr.
Davenport was employed by JB Hunt Transport, Inc. since 1989 and served as
Senior Vice President Information Services for that company since 1992.

Mr. Krill was named Assistant General Counsel and Secretary in May 1997. He
served as Associate Counsel since joining Safety-Kleen in December 1993. Prior
to that, Mr. Krill was an associate with the firm of Gibson, Dunn & Crutcher.

Mr. Rudnick joined Safety-Kleen in September, 1979, and was appointed
Treasurer in January, 1980.

Mr. Schulz was named Controller in December 1994. He served as Controller
North American Operations and Assistant Controller Cost and Inventory since
1991 and 1987, respectively.

9
<PAGE>

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table specifies for the last three fiscal years the components
of the compensation packages of the Chief Executive Officer of Safety-Kleen,
the four other most highly compensated executive officers of Safety-Kleen and
Safety-Kleen's former Chief Executive Officer who served as such during part
of 1997 (the "named executive officers").

ANNUAL COMPENSATION

<TABLE>
<CAPTION>
LONG-TERM
COMP.
AWARDS
($) OTHER SECURITIES ($) ALL
($) ANNUAL UNDERLYING OTHER
NAME AND ($) BONUS COMPENSATION OPTION/SARS COMPENSATION
PRINCIPAL POSITION YEAR SALARY (1)(2) (3) (#)(2) (4)
------------------ ---- ------ ------ ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Donald W. Brinckman
(5) 1997 289,305 187,511 -- -- 3,800
Chairman and CEO 1996 417,062 183,968 -- 37,750 3,750
1995 404,615 84,840 -- 30,000 2,625

Joseph Chalhoub (5) 1997 278,931 171,246 -- -- 3,800
President and COO 1996 220,221 141,976 -- 22,450 3,750
1995 205,855 86,514 -- 28,600 2,859

Hyman K. Bielsky 1997 196,848 140,221 129,965 -- 3,800
Senior Vice Presi- 1996 185,540 124,775 -- 23,600 3,750
dent 1995 164,856 78,649 -- 19,600 2,625

David A. Dattilo 1997 213,771 130,302 -- -- 2,850
Senior Vice Presi- 1996 191,470 137,502 -- 25,800 3,750
dent 1995 185,444 78,815 -- 21,000 2,625

F. Henry Habicht II 1997 197,560 110,938 -- -- 2,737
Senior Vice Presi- 1996 190,916 128,019 -- 25,050 3,750
dent 1995 182,738 78,815 -- 20,900 2,266

John G. Johnson, 1997 238,646 16,986 -- -- 1,663,884
Jr. (5) 1996 417,901 272,010 -- 65,000 3,750
Former President 1995 391,661 119,170 -- 50,000 2,625
and CEO
</TABLE>
- --------
(1) The amounts shown in the bonus column represent payments under Safety-
Kleen's Management Incentive Plan.
(2) Bonuses are paid and stock options are granted in February of each year
based on performance during the prior year. Accordingly, bonus payments
and option grants are reported in this table for the year to which they
relate, instead of the year in which they were paid or granted.
(3) The amounts shown in the Other Annual Compensation column for Mr. Bielsky
represent payments related to his international assignment as Managing
Director, European Operations.
(4) The compensation reported represents Company contributions to the Savings
and Investment Plan, a defined contribution plan. Amounts reported for Mr.
Johnson also include payments and accrued payments related to his
resignation discussed in note (5).
(5) Mr. Johnson resigned from Safety-Kleen on August 8, 1997. On that date,
Mr. Brinckman was named CEO and Mr. Chalhoub was promoted to President and
COO of Safety-Kleen.

10
<PAGE>

OPTIONS

See Amendment No. 29 to Schedule 14D-9, Item 3(b)(2)--"Certain Executive
Compensation and Other Employee-Related Matters in Connection with a Change of
Control of Safety-Kleen--Vesting of Stock Options" and Item 3(b)(3)--"Certain
Executive Compensation and Other Employee-Related Matters in Connection with
the LLE Merger--LLE Merger Agreement Provisions Relating to Benefit Plans,"
incorporated herein by reference.

Option/SAR Grants in Last Fiscal Year

The following table provides information related to option/SARs granted to
the named executive officers during fiscal 1997.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE
APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM(4)
------------------------------------------- -------------------------
% OF TOTAL
OPTIONS/
NUMBER OF SARS
SECURITIES GRANTED TO EXERCISE
UNDERLYING EMPLOYEES OR BASE
OPTIONS/SARS IN FISCAL PRICE EXPIRATION
NAME GRANTED YEAR ($/SH) DATE 5% ($) (2) 10% ($) (2)
---- ------------ ---------- -------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Donald W.
Brinckman 37,750 3.46% 17.125 02/14/07 406,561 1,030,305

Joseph Chalhoub 28,650 2.62% 17.125 02/14/07 308,555 781,940

Hyman K.
Bielsky 23,600 2.16% 17.125 02/14/07 254,168 644,111

David A.
Dattilo 25,800 2.36% 17.125 02/14/07 277,861 704,155

F. Henry Hab-
icht II 25,050 2.29% 17.125 02/14/07 269,784 683,686

John G. John-
son, Jr. 65,000 5.95% 17.125 02/14/07 700,038 1,774,035

Shareholders(3) N/A N/A N/A N/A 637,481,420 1,733,886,004
</TABLE>

- --------
(1) All options are nonqualified, expire 10 years from date of grant, were
issued at fair market value on the date of grant and vest at the rate of
25% per year beginning one year from grant date. Options granted to
executive officers have a tandem limited stock appreciation right (LSAR)
which entitles the officer to elect to receive a Change of Control Value
(as described in the 1993 Stock Option Plan) of the option in cash in the
event a change of control occurs.

(2) The potential realizable value portion of the foregoing table illustrates
the gain that might be realized upon the exercise of the options
immediately prior to the expiration of their term, assuming the specified
compounded rates of appreciation of Safety-Kleen's Common Stock over the
term of the option. Actual gains, if any, on the stock option exercises
are dependent on the future performance of the Common Stock, overall
market conditions, as well as the option holders continued employment
through the vesting period. The amounts reflected in this table may not
necessarily be achieved.

(3) With respect to shareholders, the potential realizable value illustrates
the gain that might be realized on the 59,191,462 shares of Common Stock
issued and outstanding as of year end, assuming the specified compounded
rates of appreciation of Safety-Kleen's Common Stock over the term of the
options. The value is calculated based on the Exercise or Base Price of
the option grant on February 14, 1997 of $17.125 per share.

(4) If the transactions contemplated by the LLE Merger Agreement are
consummated, the options shown in the table will be cancelled in
consideration of a per Share payment equal to $13.175 (the difference
between $30.30 and the exercise price).

<PAGE>

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option/SAR
Values

The following table provides information related to options exercised by the
named executive officers during fiscal year 1997 and the number and value of
options held at fiscal year end.

<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED,
SHARES OPTIONS HELD AT IN-THE-MONEY OPTIONS AT
ACQUIRED FISCAL YEAR END (#) FISCAL YEAR END($)(1)
ON VALUE ------------------------- -------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Donald W.
Brinckman 0 0 537,492 0 $4,604,919 0
Joseph
Chalhoub 0 0 77,012 62,788 592,741 702,114
Hyman K.
Bielsky 0 0 53,487 50,688 491,259 567,448
David A.
Dattilo 0 0 90,090 59,325 686,662 664,425
F. Henry
Habicht
II 0 0 44,500 55,550 448,634 622,309
John G.
Johnson,
Jr. 0 0 85,375 131,225 843,687 1,464,625
</TABLE>
- --------
(1) Represents the difference between the aggregate exercise price and the
closing price of Safety-Kleen's Common Stock on January 3, 1998 ($27.50).
See also "Option/SAR Grants in Last Fiscal Year," at footnote (4).

PENSION PLAN

The following table reflects annual pension benefits commencing at age 65
based upon assumed final pay amounts and years of credited service:

ESTIMATED ANNUAL PENSION BASED UPON
INDICATED YEARS OF CREDITED SERVICE FOR THE
PENSION PLAN AND THE EXCESS BENEFIT PLAN

<TABLE>
<CAPTION>
ASSUMED AVERAGE 10 15 20 25 30 35 40
ANNUAL FINAL PAY YEARS YEARS YEARS YEARS YEARS YEARS YEARS
- ---------------- ----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
$250,000 41,155 61,733 82,310 102,888 123,465 123,675 123,885
300,000 49,490 74,235 98,980 123,725 148,470 148,680 148,890
350,000 57,825 86,738 115,650 144,563 173,475 173,685 173,895
400,000 66,160 99,240 132,320 165,400 198,480 198,690 198,900
450,000 74,495 111,743 148,990 186,238 223,485 223,695 223,905
500,000 82,830 124,245 165,660 207,075 248,490 248,700 248,910
550,000 91,165 136,748 182,330 227,913 273,495 273,705 273,915
600,000 99,500 149,250 199,000 248,750 298,500 298,710 298,920
650,000 107,835 161,753 215,670 269,588 323,505 323,715 323,925
700,000 116,170 174,255 232,340 290,425 348,510 348,720 348,930
750,000 124,505 186,758 249,010 311,263 373,515 373,725 373,935
800,000 132,840 199,260 265,680 332,100 398,520 398,730 398,940
850,000 141,175 211,763 282,350 352,938 423,525 423,735 423,945
</TABLE>

The Safety-Kleen Pension Plan for Salaried Employees (the "Pension Plan")
provides retirement benefits for life for salaried employees, including
executive officers, of Safety-Kleen and its participating subsidiaries.
Pensions are based on final pay, which is defined as the average annual
earnings (including commissions and incentive compensation) for the five
consecutive years which yield the highest average. For the named executive
officers, covered compensation is substantially the same as the sum of the
Salary and Bonus columns for 1996 on the Summary Compensation Table. The
pensions are payable monthly commencing the first calendar month after
retirement. Various provisions under the Internal Revenue Code of 1986, as
amended (the "Code") limit the accrued benefit payable under the Pension Plan,
currently to $130,000, and limit the amount of annual compensation that may be
taken into account in determining pension benefits, currently to $160,000.

12
<PAGE>

Under the Safety-Kleen Corp. Excess Benefit Plan (the "Excess Benefit
Plan"), executive officers are generally entitled to the difference between
the benefits actually paid to them under the Pension Plan and the benefits
which they would have received under the Pension Plan were it not for certain
restrictions imposed under the Code, discussed above. The Excess Benefit Plan
also provides that the executive officers' benefits are calculated on the
highest five of their last ten years' compensation and that any executive
officer who has attained both the age of 60 years and 30 years of service will
receive an unreduced pension benefit. In 1997, Safety-Kleen placed funds
sufficient to pay the benefits accrued under the Excess Benefit Plan in a so
called Rabbi Trust. The funds in the Rabbi Trust remain subject to the claims
of Safety-Kleen's creditors.

The amounts shown above are computed on straight-life annuity amounts and
are not subject to deduction for Social Security Benefits or other offset
amounts. The amounts are assumed payable under the Pension Plan option
providing lifetime benefits for the employee only, and would be reduced if the
retiree elected a surviving spouse's pension. Messrs. Brinckman, Chalhoub,
Bielsky, Dattilo and Habicht had 38 years, 20 years, 11 years, 30 years and 5
years, respectively, of credited service under the Pension Plan as of December
31, 1997. Mr. Chalhoub's benefits paid under the Pension Plan will be offset
by benefits payable under a defined contribution plan administered by Safety-
Kleen Canada, Inc. which he participated in for the first 17 years of his
employment.

EMPLOYMENT CONTRACTS AND SEVERANCE ARRANGEMENTS

Safety-Kleen has agreed to provide executive life insurance to 37 of its
officers and key managers (including the named executive officers) whereby
Safety-Kleen and executive contribute to a life insurance policy owned by the
executive; during 1997, bonuses were paid in lieu of Safety-Kleen
contributions and are reflected in the Summary Compensation Table.

In August, 1997, Safety-Kleen entered into Change of Control Severance
Agreements with its 14 executive officers and five other employees of Safety-
Kleen who are not executive officers. The Board of Directors of Safety-Kleen
approved the Change of Control Severance Agreements in order to close the gap
between the prior change of control agreements adopted by Safety-Kleen in 1990
and current competitive practices for change of control agreements. Each
Change of Control Severance Agreement provides for, among other things: (a) a
three-year employment period, beginning on the date of a Change of Control (as
defined in such agreements; a Change of Control will occur upon consummation
of the Revised LLE Offer) at a guaranteed annual base salary equal to at least
12 times the highest base monthly salary payable during the 12-month period
immediately preceding the Change of Control, with increases consistent with
increases in base salary awarded to other peer executives of Safety-Kleen; (b)
a guaranteed bonus for each bonus plan performance period (under each bonus
arrangement) ending within such three year employment period; (c) continued
participation in the incentive, savings, retirement, welfare and other fringe
benefit plans sponsored by Safety-Kleen; (d) full vesting on the date of the
Change of Control of all stock options (or a lump sum payment of the spread of
all non-vested, forfeited options); and (e) full payment on the date of the
Change of Control, of the value of the executive's accrued benefits under
Safety-Kleen's excess benefit, supplemental retirement and any other
nonqualified retirement plans.

If, during the three year employment period, the executive's employment is
terminated by Safety-Kleen (other than for Cause (as defined in such
agreements) or by reason of the executive's death or disability), or if the
executive terminates employment for Good Reason (as defined in such
agreements), the executive will receive: (i) guaranteed annual base salary,
guaranteed bonus and accrued vacation pay through the date of termination;
(ii) previously deferred and unpaid compensation; (iii) an amount equal to
three times the sum of the executive's guaranteed base salary and guaranteed
bonus in the year in which the termination occurs; (iv) the value of the
unvested portion of the executive's accounts under qualified Safety-Kleen
plans, (v) reimbursement for unpaid benefits which would have accrued if the
executive had remained employed by Safety-Kleen until three years after the
executive's termination of employment under Safety-Kleen's excess benefit and
supplemental plans; and (vi) continuation of all medical, life insurance and
other welfare benefits for a period of three years from termination. The sum
of the amounts referred to in clauses (i) and (ii) is referred to as the
"Accrued Obligations".

13
<PAGE>

If, during the three year employment period, the executive's employment is
terminated (i) by the Surviving Corporation for Cause, as defined, the
executive is entitled only to his guaranteed base salary through the date of
termination, plus any deferred compensation and accrued vacation pay not
previously paid; (ii) by the executive other than for Good Reason, the
executive is entitled only to the Accrued Obligations; (iii) by Safety-Kleen
for disability, the executive is entitled to receive the Accrued Obligations
and disability and other benefits at least equal to the greater of those
provided to peer executives by the Surviving Corporation immediately prior to
the executives termination and those provided to peer executives by Safety-
Kleen at any time during the 90 day period immediately preceding a Change in
Control; and (iv) by the executive's death, his estate is entitled to the
Accrued Obligations and benefits at least equal to the most favorable benefits
provided to survivors of peer executives, and at least as favorable in the
aggregate as the most favorable provided to the executive during the 90 days
preceding closing of the Revised LLE Offer.

Each of the Change of Control Severance Agreements provides that if it is
determined that benefits received by the executive thereunder (or otherwise)
are subject to any excise tax under Section 4999 of the Internal Revenue Code
or any similar excise taxes, then Safety-Kleen will also pay the executive an
amount (the "Gross-up Payment") such that, after the payment of all income and
excise taxes, the executive will be in the same after-tax position that he
would have been in had no excise tax been imposed.

Each Change of Control Severance Agreement contains a non-compete provision
that during the period of the executive's employment and for one year
thereafter, prohibits the executive from certain participation in the business
of any company engaged in business that directly or materially competes with
Safety-Kleen, and certain other competitive activity. Each such agreement also
obligates the executive to maintain the confidentiality of Safety-Kleen's
Confidential Information (as defined in such agreement).

Severance payments that would be made to the persons who are parties to the
Change of Control Severance Agreements in the event they are all terminated
during the three year employment period after a Change of Control (other than
for Cause or by reason of the executive's death or disability) are
approximately $46,000,000 for all officers with Change of Control Severance
Agreements, including approximately $4,500,000 for Mr. Brinckman, $4,625,000
for Mr. Chalhoub, $2,825,000 for Mr. Bielsky, $3,650,000 for Mr. Dattilo and
$2,450,000 for Mr. Habicht.

The foregoing description of the Change of Control Severance Agreements does
not purport to be complete and is qualified in its entirety by reference to
the Change of Control Severance Agreement filed as Exhibit 4 to the Schedule
14D-9 and incorporated herein by reference.

Effective as of August 8, 1997, Safety-Kleen entered into a General Release
and Separation Agreement with John G. Johnson, Jr., pursuant to which he
resigned as a Director of Safety-Kleen and from his offices with Safety-Kleen
including that of Chief Executive Officer. Pursuant to the Agreement, Safety-
Kleen paid Mr. Johnson $175,000 and accrued vacation pay. Safety-Kleen also
agreed to make payments to him in the amount of $28,205 every two weeks, until
such payments aggregate $1.1 million. Upon a Change of Control (as defined in
Safety-Kleen's 1993 Stock Option Plan; consummation of the Revised LLE Offer
will constitute such a Change of Control), any portion of the $1.1 million not
already paid accelerates. Mr. Johnson relinquished his rights to bonuses, but
his options were vested and continued as though his employment had not
terminated. He also received certain medical and outplacement benefits and
exchanged releases with Safety-Kleen. The Agreement also subjects Mr. Johnson
to non-competition and non-interference obligations and provides that the
considerations exchanged do not constitute and shall not be interpreted as any
admission of fault on the part of either party.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Safety-Kleen's executive officers and directors are required to file under
the Exchange Act reports of ownership and changes of ownership with the
Securities and Exchange Commission and the New York Stock Exchange.

14
<PAGE>

Based solely on information provided to Safety-Kleen by executive officers
and directors, Safety-Kleen believes that during the preceding year all filing
requirements applicable to executive officers and directors under Section
16(a) of the Exchange Act have been satisfied.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During 1997, Safety-Kleen paid approximately $140,000 and $20,000 to
Williams & Vanino, Inc. and Putnam, Hayes & Bartlett, Inc., respectively, for
environmental management consulting services. Marcia E. Williams, was
President of Williams & Vanino until August of 1997 when that firm merged with
Putnam, Hayes & Bartlett, Inc. where Ms. Williams serves as a Managing
Director. In addition, Ms. Williams' husband is a partner with the law firm of
Latham & Watkins. Safety-Kleen utilized Latham & Watkins for certain legal
services in 1997.

Edgar D. Jannotta, a director of Safety-Kleen is a Senior Director of
William Blair & Co. Safety-Kleen retained the services of William Blair
pursuant to a letter agreement (the William Blair Letter Agreement) dated
August 8, 1997, to render certain financial advisory and investment banking
services in connection with Safety-Kleen's analysis of strategic options
including a possible business combination (through tender offer, merger, sale
or exchange of stock, sale of all or a substantial part of its assets or
otherwise) of Safety-Kleen with another party (the "Possible Transaction"). In
exchange for the services provided, Safety-Kleen agreed to pay William Blair a
quarterly retainer fee of $25,000, payable in advance (with the first
installment due upon execution of the William Blair Engagement Letter), and an
opinion fee of $300,000, payable in the event William Blair renders a fairness
opinion or advises the Board of Directors that it is unable to render such an
opinion. In addition, Safety-Kleen agreed to pay William Blair an additional
fee (subject to a credit of the retainer fee and opinion fee) equal to 0.5% of
the Equity Purchase Price received by Safety-Kleen and its shareholders as a
result of the consummation of any Possible Transaction. Both the Revised LLE
Offer and the LLE Merger, upon consummation, would satisfy the definition of a
Possible Transaction. The William Blair Engagement Letter also provides that
Safety-Kleen shall reimburse William Blair for all itemized out-of-pocket
expenses (including reasonable fees and expenses of William Blair's counsel
and any other independent experts retained by William Blair) reasonably
incurred by William Blair in connection with its engagement by Safety-Kleen.
Safety-Kleen and William Blair also entered into a separate letter agreement,
dated August 8, 1997, whereby Safety-Kleen agreed to indemnify William Blair
against certain liabilities in connection with William Blair's engagement
under the William Blair Engagement Letter.

CERTAIN LEGAL MATTERS

Between November 4 and 12, 1997, and on December 5, 1997, a total of seven
putative class actions were filed against Safety-Kleen and its directors in
the Circuit Court of Cook County, Illinois. The actions purport to have been
brought as derivative actions on behalf of Safety-Kleen. In general, the
complaints allege, among other things, that the director defendants (i) have
refused to seriously consider LLE's offer, and have failed to maximize
shareholder value by entertaining offers to purchase Safety-Kleen, (ii) have
breached their fiduciary and other common law duties due to plaintiffs and
other class members in that they have not exercised, and are not exercising,
independent business judgment and (iii) are acting to entrench themselves in
their offices and positions and maintain their salaries and perquisites, all
at the expense and to the detriment of the public shareholders of Safety-
Kleen. As relief, the complaints seek, among other things (i) a declaration
that the action be certified as a proper class action; (ii) injunctive relief
requiring that the director defendants carry out their fiduciary duties to
plaintiff and other members of the class by announcing their intention to,
among other things, cooperate fully with any entity or person, including LLE,
having a bona fide interest in proposing any transaction that would maximize
shareholder value; and (iii) damages, costs, and attorneys' fees. Safety-Kleen
believes that the allegation contained in the complaints are without merit
and, if the plaintiffs elect to proceed with their actions, intends to contest
the actions vigorously on behalf of itself and the Board of Directors.

15
<PAGE>

On December 5, 1997, six of the seven actions were consolidated into a
single action. On February 28, 1998, Safety-Kleen filed an answer denying the
material allegations of the consolidated complaint and asserting several
defenses. On March 12, 1998, Safety-Kleen filed a motion for judgment on the
pleadings in the consolidated case.

On November 17, 1997, Safety-Kleen filed a lawsuit in Federal District Court
for the Northern District of Illinois against LLE seeking a declaratory
judgment that LLE violated the "gun-jumping" prohibitions of federal
securities law by certain of its public announcements made before the
effectiveness of the registration statement with the Commission relating to
the LLE shares it proposes to use in its offer for Safety-Kleen. The suit also
challenged LLE's asserted right under Wisconsin law to demand such a
shareholders' meeting at that time.

On November 24, 1997, LLE answered the complaint, denying liability and
asserting several defenses. In addition, LLE and its subsidiary filed
counterclaims against Safety-Kleen and its directors. The counterclaims sought
a declaratory judgment that Safety-Kleen is required to hold a special meeting
under Wisconsin law, and assert claims against Safety-Kleen for violation of
certain Wisconsin statutes pertaining to furnishing of shareholder lists and
takeovers, and against the directors for breach of fiduciary duty in failing
to negotiate with LLE and entering into the Philip Merger Agreement, including
the termination fees and expenses, and for failure to amend its Rights
Agreement, or poison pill, to make it inapplicable to the then pending LLE
offer, and a derivative claim for corporate waste.

On December 4, 1997, the Federal District Court of the Northern District
Court of Illinois ruled that LLE could seek the approval of Safety-Kleen
shareholders at a special meeting to restore voting power to Shares that LLE
may acquire in excess of 20% of the outstanding Shares. Accordingly, Safety-
Kleen scheduled a special meeting of shareholders on January 9, 1998 to vote
on such restoration of voting power, at which shareholders voted to restore
such voting power. The Court also scheduled a preliminary hearing for January
28, 1998 on LLE's request that the Rights Agreement be amended to make it
inapplicable to LLE's then pending offer and that the Court void the
termination fee and certain other provisions of the Philip Merger Agreement.

On January 28, 1998, the Federal District Court for the Northern District of
Illinois began a preliminary hearing on LLE's request that the Rights
Agreement be amended to make it inapplicable to LLE's then pending offer, that
the Court order Safety-Kleen's Board of Directors to take action to make the
Wisconsin Business Combination Statute inapplicable to LLE's then pending
offer and the merger contemplated thereby, and that the Court void the
termination fee and certain other provisions of the Philip Merger Agreement.
The Court granted LLE's request to withdraw its challenge to the termination
fee. LLE also advised the Court that it would not seek to delay the Safety-
Kleen shareholders' meeting on February 11, 1998.

On February 4, 1998, the Court issued a ruling affirming the decision of the
Board of Directors of Safety-Kleen to leave the Rights Agreement in place with
respect to the LLE offer in its form prior to its amendment on January 26,
1998. The Court's decision did not address Safety-Kleen's ability to leave the
Rights Agreement in place with respect to the offer reflecting such amendment.

On February 5, 1998, the Federal District Court for the Northern District of
Illinois denied LLE's motion to find that the Board of Directors of Safety-
Kleen had violated the federal securities laws by not responding to LLE's
January 26 amendment to its offer prior to February 5, 1998.

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, inapplicable to LLE's then pending tender offer (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 then 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.

The LLE Merger Agreement includes a provision obligating the parties to take
all action necessary to dismiss with prejudice all pending litigation between
such parties. Accordingly, on March 16, 1998, the Federal

16
<PAGE>

District Court for the Northern District of Illinois, on motion of the
plaintiff, dismissed with prejudice LLE's action against Safety-Kleen, subject
to LLE's right to reinstate the case on or before April 16, 1998. Safety-Kleen
believes LLE's action to be without merit and intends, if it were reinstated,
to contest such action vigorously on behalf of Safety-Kleen and the Board of
Directors.

17
<PAGE>

ANNEX I

SAFETY-KLEEN CORP.

DIRECTORS AND EXECUTIVE OFFICERS

SALES OF STOCK

MARCH 18, 1998 THROUGH MARCH 20, 1998

<TABLE>
<CAPTION>
PRICE
# OF PER
NAME DATE SHARES SHARE
---- ---- ------ -----
<S> <C> <C> <C>
Hyman K. Bielsky 3/18/1998 2,685 $28.2500

Donald W. Brinckman 3/19/1998 10,000 28.1250
3/19/1998 2,040 28.0625
3/19/1998 63,000 28.0000
3/20/1998 138,400 27.5000

Roy D. Bullinger 3/18/1998 10,773 28.1875

Joseph Chalhoub 3/19/1998 142,100 27.8913
3/20/1998 102,900 27.4271
3/20/1998 30,000 27.3333

David A. Dattilo 3/19/1998 31,000 27.5000

Scott E. Fore 3/18/1998 21 28.3125
3/18/1998 1,683 28.5000

C. James Schulz 3/18/1998 1,925 28.3125

Richard T. Farmer 3/20/1998 28,390 27.5000

Russell A. Gwillim 3/19/1998 13,600 28.1167

Karl G. Otzen 3/18/1998 131,500 28.2626
3/19/1998 28,300 28.1167
3/20/1998 53,600 28.1167

Paul D. Schrage 3/19/1998 16,180 28.1250

W. Gordon Wood 3/18/1998 56,317 28.2500

</TABLE>

<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------

AMENDMENT NO. 29

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

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

INTRODUCTION

Safety-Kleen Corp. ("Safety-Kleen") hereby amends and restates Amendment No.
28 to its Solicitation/ Recommendation Statement on Schedule 14D-9; such
Amendment No. 28 amended and supplemented Safety-Kleen's
Solicitation/Recommendation Statement on Schedule 14D-9, as amended and
restated at January 6, 1998 and amended by Amendments Nos. 1 through 27
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 1. SECURITY AND SUBJECT COMPANY.

Item 1 of the Schedule 14D-9 is restated without change:

The name of the subject company is Safety-Kleen Corp., a Wisconsin
corporation ("Safety-Kleen"). The address of the principal executive offices
of Safety-Kleen is One Brinckman Way, Elgin, Illinois 60123. The title of the
class of equity securities to which this Statement relates is the common
stock, par value $0.10 per share (the "Common Stock"), of Safety-Kleen,
including the associated common share purchase rights (the "Rights") issued
pursuant to the Rights Agreement, dated as of November 9, 1988, as amended
(the "Rights Agreement"), between Safety-Kleen and The First National Bank of
Chicago, as Rights Agent. References herein to the "Shares" means shares of
the Common Stock and shall, unless the context requires otherwise, include the
Rights.

ITEM 2. TENDER OFFER OF THE BIDDER

Item 2 of the Schedule 14D-9 is hereby amended and restated to read as
follows:

On March 16, 1998 and March 18, 1998, LLE filed supplements to its amended
prospectus dated January 28, 1998 (the "Amended Prospectus," and as so
supplemented, the "Revised Amended Prospectus") with the Commission, amending
its exchange offer to acquire all of the outstanding Shares. Under the terms
and subject to the conditions described in the Revised Amended Prospectus, LLE
and the Offeror offer to exchange $18.30 net to the Seller in cash and 2.80
shares of LLE Common Stock (the cash and stock consideration is sometimes
collectively referred to herein as the "Revised LLE Offer Consideration"), for
each outstanding Share (the "Revised LLE Offer"). This Statement relates to
the Revised LLE Offer.

The Revised LLE Offer is made pursuant to an Agreement and Plan of Merger,
dated as of March 16, 1997 among Safety-Kleen, LLE and the Offeror ("LLE
Merger Agreement"). Safety-Kleen entered into the LLE Merger Agreement
following (i) the failure of the Agreement and Plan of Merger dated as of
November 20, 1997 by and among SK Parent Corp. (a newly formed company owned
by Philip Services Corp. and affiliates of two merchant banks), SK Acquisition
Corp. and Safety-Kleen ("Philip Merger Agreement; the merger contemplated
thereby is referred to below as the "Philip Merger") to receive shareholder
approval at the Safety-Kleen shareholders meeting on March 9, 1998, (ii)
termination of the Philip Merger Agreement by Safety-Kleen and (iii)
subsequent negotiations with LLE. The Philip Merger Agreement provided for
Safety-Kleen to pay SK Parent Corp.'s expenses related to the Philip Merger
(up to $25 million) upon such termination of the Philip Merger Agreement and,
upon entering into an agreement for a sale of Safety-Kleen (such as the LLE
Merger Agreement) within nine months after November 20, 1997, to also pay a
fee of $50 million to SK Parent.

The LLE Merger Agreement provides, among other things, for the making of the
Revised LLE Offer by the Offerer and further provides that, following the
completion of the Revised LLE Offer and the satisfaction or the waiver of
certain conditions set forth in the Merger Agreement, the Offerer will be
merged with Safety-Kleen (the "LLE Merger", and together with the Revised LLE
Offer, the "LLE Transaction"). The LLE Merger Agreement provides that in the
LLE Merger, Safety-Kleen shareholders would receive, per Share, the Revised
LLE Offer Consideration. The terms of the LLE Merger Agreement are summarized
in Item 3(b).
<PAGE>

If Safety-Kleen is a "resident domestic corporation" for purposes of the
Wisconsin Statutes, 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 Revised 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
offices of the Offeror and LLE is 1301 Gervais Street, Suite 300, Columbia,
South Carolina 29201.

ITEM 3. IDENTITY AND BACKGROUND.

Item 3(b)(2), (3) and (4) of the Schedule 14D-9 are hereby amended and
restated, and Item 3(b)(5) and (6) are hereby added, as follows:

(b)(2) Certain Executive Compensation and Other Employee-Related Matters in
Connection with a Change of Control of Safety-Kleen. The consummation of the
Revised LLE Offer will affect the compensation and benefits to the directors
and executive officers of Safety-Kleen as follows:

Vesting of Stock Options. All of the outstanding stock options to purchase
Shares granted by Safety-Kleen (including stock options related to limited
stock appreciation rights) immediately vest and become exercisable upon a
"change of control", which would occur upon consummation of the Revised LLE
Offer. In addition, within three days of a "change of control" of Safety-
Kleen, holders of options related to limited stock appreciation rights may
receive for each Share subject to such option, an amount in cash equal to the
excess, if any, of the change of control value (generally, the greater of the
highest price at which the Shares trade in the 180 days prior to such change
of control, or the offer consideration, which the Compensation Committee of
the Board, which administers the plans under which the options were granted,
has determined is $30.30 for this purpose) over the per Share exercise price
of such option, reduced by the amount of withholding or other taxes required
by law to be withheld. As of March 13, 1998, directors and executive officers
held in the aggregate options to purchase 2,285,614 Shares (including
2,180,614 options related to limited stock appreciation rights).

Change of Control Severance Agreements. In August, 1997, Safety-Kleen
entered into Change of Control Severance Agreements with its 14 executive
officers and five other employees of Safety-Kleen who are not executive
officers. The Board of Directors of Safety-Kleen approved the Change of
Control Severance Agreements in order to close the gap between the prior
change of control agreements adopted by Safety-Kleen in 1990 and current
competitive practices for change of control agreements. Each Change of Control
Severance Agreement provides for, among other things: (a) a three-year
employment period, beginning on the date of a Change of Control (as defined in
such agreements; a Change of Control would occur upon consummation of the
Revised LLE Offer) at a guaranteed annual base salary equal to at least 12
times the highest base monthly salary payable during the 12-month period
immediately preceding the Change of Control, with increases consistent with
increases in base salary awarded to other peer executives of Safety-Kleen; (b)
a guaranteed bonus for each bonus plan performance period (under each bonus
arrangement) ending within such three year employment period; (c) continued
participation in the incentive, savings, retirement, welfare and other fringe
benefit plans sponsored by Safety-Kleen; (d) full vesting on the date of the
Change of Control of all stock options (or a lump sum payment of the spread of
all non-vested, forfeited options); and (e) full payment on the date of the
Change of Control, of the value of the executive's accrued benefits under
Safety-Kleen's excess benefit, supplemental retirement and any other
nonqualified retirement plans.

2
<PAGE>

receive: (i) guaranteed annual base salary, guaranteed bonus and accrued
vacation pay through the date of termination; (ii) previously deferred and
unpaid compensation; (iii) an amount equal to three times the sum of the
executive's guaranteed base salary and guaranteed bonus in the year in which
the termination occurs; (iv) the value of the unvested portion of the
executive's accounts under qualified Safety-Kleen plans; (v) reimbursement for
unpaid benefits which would have accrued if the executive had remained
employed by Safety-Kleen until three years after the Change of Control under
Safety-Kleen's excess benefit and supplemental plans; and (vi) continuation of
all medical, life insurance and other welfare benefits for a period of three
years from termination. The sum of the amounts referred to in clauses (i) and
(ii) is referred to as the "Accrued Obligations".

If during the three year employment period, the executive's employment is
terminated (i) by Safety-Kleen for Cause, as defined, the executive is
entitled only to his guaranteed base salary through the date of termination
plus any deferred compensation and accrued vacation pay not previously paid;
(ii) by the executive other than for Good Reason, the executive is entitled
only to the Accrued Obligations; (iii) by Safety-Kleen for disability, the
executive is entitled to receive the Accrued Obligations and disability and
other benefits at least equal to the greater of those provided to peer
executives by Safety-Kleen immediately prior to the executive's termination
and those provided to peer executives by Safety-Kleen at any time during the
90 day period immediately preceding a Change of Control; and (iv) by the
executive's death, his estate is entitled to the Accrued Obligations and
benefits at least equal to the most favorable in the aggregate as the most
favorable provided to the executive during the 90 days preceding a Change of
Control.

Payments that would be made to the persons who are parties to the Change of
Control Severance Agreements in the event they are all terminated during the
three year employment period after a Change of Control (other than for Cause
or by reason of the executive's death or disability) are approximately
$46,000,000 for all officers with Change of Control Severance Agreements,
including approximately $3,950,000 for Mr. Brinckman.

Investment Banking Fees. Mr. Jannotta, a director of Safety-Kleen, is a
Senior Director of William Blair & Company L.L.C. ("William Blair"). William
Blair will receive a fee from Safety-Kleen upon consummation of the Revised
LLE Offer. See "Item 5. Persons Retained, Employed Or To Be Compensated," in
the Schedule 14D-9, as amended and restated at January 6, 1998.

(b)(3) Certain Executive Compensation and Other Employee-Related Matters in
Connection with the LLE Merger.

Indemnification and Insurance. Pursuant to the LLE Merger Agreement, LLE has
agreed that all rights to indemnification existing in favor of the present or
former directors, officers, employees and agents of Safety-Kleen or any of its
subsidiaries as provided in Safety-Kleen's Articles of Incorporation and
Bylaws or the articles of incorporation and bylaws of any of Safety-Kleen
subsidiaries, as in effect on the date of the LLE Merger

3
<PAGE>

Agreement, shall survive the LLE Merger and continue in full force and effect
for not less than six years after the effective time of the LLE Merger. LLE
also agreed, subject to certain limitations, to cause to be maintained in
effect for not less than six years after the effective time of the LLE Merger
the current policies of directors' and officers' liability insurance
maintained by Safety-Kleen and its subsidiaries with respect to matters
occurring prior to the effective time of the LLE Merger.

LLE Merger Agreement Provisions Relating to Benefit Plans. In accordance
with the LLE Merger Agreement, Safety-Kleen will use its best efforts to
cancel the outstanding stock options not related to limited stock appreciation
rights for each Share subject to an option, paying cash in an amount equal to
the excess of $30.30 over the exercise price of the option, reduced by the
amount of withholding or other taxes required by law to be withheld. However,
as required by the terms of Safety-Kleen's outstanding stock options, holders
of options related to limited stock appreciation rights will receive for each
Share an amount in cash equal to the excess, if any, of the change of control
value (generally, the greater of (i) the highest price at which the Shares
trade in the 180 days prior to closing of the Revised LLE Offer, or (ii) the
Revised LLE Offer Consideration, which the Compensation Committee of the
Board, which administers the plans under which the options were granted, has
determined is $30.30 for this purpose) over the per Share exercise price of
such option, reduced by the amount of withholding or other taxes required by
law to be withheld.

As of March 13, 1998, directors and executive officers held in the aggregate
options to purchase 2,285,614 Shares (including 2,180,614 options related to
limited stock appreciation rights), including options that will vest upon
consummation of the Revised LLE Offer. Upon consummation of the LLE Merger,
(i) the directors who are not officers of Safety-Kleen who hold such options
would be entitled to receive approximately the following amounts: Richard T.
Farmer, $94,500, Russell A. Gwillim, $94,500, Edgar D. Jannotta $94,500, Karl
G. Otzen, $94,500, Paul D. Schrage, $94,500, Marcia E. Williams, $216,375, and
W. Gordon Wood, $94,500; and (ii) assuming that the Shares do not trade at a
price in excess of $30.30 prior to shareholder approval of the LLE Merger, all
directors and executive officers who served at any time since the beginning of
Safety-Kleen's last fiscal year as a group would collectively be entitled to
receive approximately $26,820,000, including approximately $6,035,000 for Mr.
Brinckman.

The LLE Merger Agreement provides that for a period of two years following
the effective time of the LLE Merger, LLE intends to provide employee benefit
plans and programs for the benefit of employees of the Surviving Corporation
and its subsidiaries that are in the aggregate no less favorable to such
employees than the employee benefit plans of Safety-Kleen and its affiliates
described in the Company disclosure schedule to the LLE Merger Agreement. All
service credited to such employees by Safety-Kleen through the effective time
of the LLE Merger shall be recognized by LLE or the Surviving Corporation for
purposes of eligibility and vesting under any employee benefit plan provided
directly or indirectly by LLE or the Surviving Corporation for the benefit of
the employees and in which the respective employees participate.

The LLE Merger Agreement also provides that LLE shall cause the Surviving
Corporation: (i) to honor (without modification) and assume the written
employment agreements, severance agreements and other agreements listed on the
disclosure schedule to the LLE Merger Agreement, all as in effect on the date
of the LLE Merger Agreement; and (ii) not to terminate, or adversely amend in
any manner which adversely affects, the benefits described in the Company
disclosure schedule to the LLE Merger Agreement that participants in such
plans are entitled to thereunder with respect to any periods prior to and
including the effective time of the LLE Merger. The LLE Merger Agreement also
states that LLE Parent intends to cause the Surviving Corporation to continue
to maintain an office in Elgin, Illinois. As permitted by the LLE Merger
Agreement, the Board of Directors has authorized the payment of an aggregate
of $3 million in special bonuses to executive officers. Mr. Brinckman did not
receive such a bonus.

(b)(4) Arrangements with LLE, its Executive Officers, Directors or
Affiliates.

Other than the LLE Merger Agreement, the Confidentiality Agreement dated
March 13, 1998 and existing and present business relationships (e.g.,
providing services to each other or considering the purchase or sale of

4
<PAGE>

discrete assets or operations or alliances) in the ordinary course of business
not material to Safety-Kleen or its affiliates and LLE or its affiliates or to
the relationship between them and the sale of certain assets of an LLE
subsidiary to Safety-Kleen in February 1996 and the accompanying cooperative
services agreement which is in the process of being terminated, as of the date
hereof there are no contracts, agreements, arrangements or understandings or
actual or potential conflicts of interest between Safety-Kleen or its
affiliates and LLE, the Offeror or their respective executive officers,
directors or affiliates that are required to be disclosed pursuant to the
rules and regulations of the Commission.

(b)(5) LLE Merger Agreement

Set forth below is a brief description of the material terms of the LLE
Merger Agreement and related matters. This description does not purport to be
complete and is qualified in its entirety by reference to the LLE Merger
Agreement, which is filed as an exhibit hereto and is incorporated herein by
reference.

The Revised LLE Offer. The LLE Merger Agreement provides that the Offeror
has extended until March 27, 1998 at Midnight EST (or a later date if required
by the Securities and Exchange Commission) the Revised LLE Offer to exchange
$18.30 in cash and 2.8 shares of LLE Common Stock for each outstanding Share
and that, upon the terms and subject to the prior satisfaction or waiver
(except that the Minimum Tender Condition and the Solvency Opinion Condition,
each as defined below, may not be waived) of the conditions of the Revised LLE
Offer, the Offeror will purchase all Shares validly tendered pursuant to the
Revised LLE Offer. Notwithstanding the proposed March 27, 1998 expiration date
set forth in the LLE Merger Agreement, the parties have acknowledged that the
Revised LLE Offer will be extended until March 31, 1998, the date ten business
days from the date hereof. The LLE Merger Agreement provides that if all
conditions to the Revised LLE Offer shall not have been satisfied or waived at
the scheduled or extended expiration date of the Revised LLE Offer, LLE may,
without the consent of Safety-Kleen, extend the Revised LLE Offer until the
earlier of June 30, 1998 or satisfaction or waiver of such conditions. In
addition, the Revised LLE Offer can be extended for up to five (5) business
days (but only twice) if at its scheduled or extended expiration, more than
two thirds, but fewer than 90%, of the issued and outstanding Shares have been
tendered. See "--Conditions of the Revised LLE Offer" for a description of the
conditions to LLE's obligation to purchase Shares pursuant to the Revised LLE
Offer.

The LLE Merger--General. The LLE Merger Agreement provides that the Offeror
will be merged with and into Safety-Kleen, with Safety-Kleen becoming a wholly
owned subsidiary of LLE. In the LLE Merger, each outstanding Share (other than
Shares held by LLE and its affiliates and treasury Shares) will be converted
at the Effective Time (as defined below) into the right to receive $18.30 net
in cash and 2.8 shares of LLE Common Stock. LLE will also make certain
payments necessary to satisfy Safety-Kleen's outstanding debt obligations.
Immediately prior to the Effective Time (as defined below) Safety-Kleen will
make certain payments with respect to outstanding options under Safety-Kleen's
stock option plans.

As soon as practicable after the conditions to consummation of the LLE
Merger described below have been satisfied or waived, and unless the LLE
Merger Agreement has been terminated as provided below, articles of merger
(the "Articles of Merger") will be filed with the Secretary of State of the
State of Wisconsin in accordance with the relevant provisions of the Wisconsin
Business Corporation Law ("WBCL"), a certificate of merger (the "Certificate
of Merger") will be filed with the Secretary of State of the State of Delaware
in accordance with the relevant provisions of the General Corporation Law of
the State of Delaware ("DGCL") and the parties will make such other filings,
recordings or publications required under the WBCL and the DGCL in connection
with the LLE Merger. The LLE Merger will become effective upon the date on
which the Articles of Merger have been received for filing by the Secretary of
the State of Wisconsin and the Certificate of Merger has been received for
filing by the Secretary of State of the State of Delaware, or such later date
as is agreed upon by the parties and specified in the Certificate of Merger
and Articles of Merger, and the time of such effectiveness is hereinafter
referred to as the "Effective Time." As a result of the LLE Merger, the
separate

5
<PAGE>

corporate existence of the Offeror will cease and Safety-Kleen will continue
as the Surviving Corporation under the name "Safety-Kleen Corp.," and will
become a wholly-owned subsidiary of LLE.

Conversion of Securities. At the Effective Time, each Share issued and
outstanding immediately prior to the Effective Time (other than Shares owned
by LLE, the Offeror or any subsidiary thereof or held in the treasury of
Safety-Kleen or any subsidiary of Safety-Kleen, which will be canceled without
payment) will be canceled and converted at the Effective Time into the right
to receive $18.30 net in cash and 2.8 shares of LLE Common Stock (the "LLE
Merger Consideration").

Pursuant to the LLE Merger Agreement, each share of common stock, par value
$.01 per share, of the Offeror issued and outstanding immediately prior to the
Effective Time shall be automatically converted into and become at the
Effective Time one share of common stock, par value $.01 per share, of the
Surviving Corporation.

Stock Options. The LLE Merger Agreement provides that Safety-Kleen will (a)
terminate its 1985 Stock Option Plan, 1993 Stock Option Plan and 1988 Non-
Qualified Stock Option Plan for Outside Directors (collectively the "Option
Plans"), immediately prior to the Effective Time without prejudice to the
rights of the holders of options awarded pursuant thereto and (b) grant no
additional options or similar rights under the Option Plans or otherwise on or
after the date of the LLE Merger Agreement. "Options" is defined under the
Merger Agreement to include each stock option granted by Safety-Kleen, whether
pursuant to the Option Plans or otherwise.

Safety-Kleen agrees in the LLE Merger Agreement to cancel all Options
(whether or not then exercisable) that Safety-Kleen has the right to cancel,
and to use its best efforts to obtain the consent of each holder of any
Options (whether or not then exercisable) that it does not have the right to
cancel, to the cancellation of his Options, with all such cancellations to
take effect immediately prior to the Effective Time. For Options which may be
settled at exercise by issuance of Shares or cash payment pursuant to the
terms of the applicable Option Plan, Safety-Kleen agrees, in consideration of
such cancellation, to pay to the holders of such Options, immediately after
purchase of Shares pursuant to the Revised LLE Offer, for each Share subject
to such Option, an amount in cash equal to the excess, if any, of the Revised
LLE Offer Consideration (valued for this purpose at $30.30) over the per Share
exercise price of such Option, reduced by the amount of withholding or other
taxes required by law to be withheld. In the case of Options related to
limited stock appreciation rights ("LSARs"), for each Share subject to such
Option, Safety-Kleen agrees to pay (consistent with the rights under the
Option Plans) upon cancellation of such Options, an amount in cash equal to
the excess, if any, of the change of control value (generally, the highest
price at which the Shares trade in the 180 days prior to closing of the
Revised LLE Offer or, if greater, the Revised LLE Offer Consideration (valued
for this purpose at $30.30), over the per Share exercise price of such Option,
reduced by the amount of withholding or other taxes required by law to be
withheld. As of March 13, 1998, directors, executive officers and other
employees held in the aggregate Options to purchase 3,899,068 Shares,
2,263,415 of which were Options related to LSARs.

Directors and Officers; Articles of Incorporation and Bylaws. The LLE Merger
Agreement provides that the directors of the Offeror immediately prior to the
Effective Time will be the initial directors of the Surviving Corporation and
that the officers of Safety-Kleen immediately prior to the Effective Time will
be the initial officers of the Surviving Corporation except to the extent that
LLE designates other or additional officers, until the earlier of their
resignation or removal or until their respective successors are duly elected
and qualified. The LLE Merger Agreement provides that, at the Effective Time,
the Articles of Incorporation and Bylaws of the Surviving Corporation will be
amended and restated to be in the form attached as exhibits to the LLE Merger
Agreement. See "(b)(2) Certain Executive Compensation and Other Employee-
Related Matters in Connection with the LLE Merger--Indemnification and
Insurance."

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<PAGE>

The LLE Merger Agreement provides that promptly following the purchase by
LLE and the Offeror of shares pursuant to the LLE Offer, but subject to
compliance with Exchange Act Rule 14f-1, LLE shall be entitled to designate at
its option up to that number of directors, rounded to the nearest whole
number, of Safety-Kleen's Board of Directors, as will make the percentage of
Safety-Kleen's directors designated by LLE approximately equal to the
aggregate voting power of the Shares held by LLE (and the Offeror). Following
the election or appointment of LLE's designees and prior to the Effective
Time, any amendment to the Restated Articles of Incorporation or Bylaws of
Safety-Kleen, any termination of the LLE Merger Agreement by Safety-Kleen, any
extension by Safety-Kleen of the time for the performance of any of the
obligations or other acts of LLE or waiver or assertion of any of Safety-
Kleen's rights under the LLE Merger Agreement, and any other consent or action
by the Board of Directors with respect to the LLE Merger Agreement, will
require the concurrence of a majority of the directors (if any) not appointed
by LLE. After purchase of Shares pursuant to the Revised LLE Offer but before
LLE designees are named as Safety-Kleen directors, the Safety-Kleen Board of
Directors has agreed not to act without notice to and the participation of
LLE.

Representations and Warranties. Safety-Kleen, LLE and the Offeror have made
certain representations and warranties to each other in the LLE Merger
Agreement. Safety-Kleen represents and warrants, among other things, as to the
organization and qualifications to do business of Safety-Kleen and its
significant subsidiaries, its capitalization, its corporate authority to enter
into and perform the LLE Merger Agreement and the absence of conflict of such
actions with its other obligations, and its ownership of its subsidiaries.
Safety-Kleen also makes certain representations and warranties concerning its
financial reports, the absence of certain changes and liabilities, employee
benefit plans, litigation and legal matters, labor matters, tax matters,
environmental matters and title to its properties. LLE and the Offeror
represent and warrant, among other things, as to their respective organization
and qualification, capital stock, corporate authority to enter into and
perform the LLE Merger Agreement and the absence of conflict of such actions
with its other obligations, and interim operations of LLE and the Offeror. LLE
also makes certain representations and warranties concerning its financial
reports, employee benefit plans, litigation and legal matters, labor matters,
tax matters, environmental matters and title to its properties. The
representations and warranties of LLE, the Offeror and Safety-Kleen will
terminate upon consummation of the LLE Merger.

Conduct of Business Pending the LLE Merger. Pursuant to the LLE Merger
Agreement, Safety-Kleen has agreed that unless LLE shall otherwise agree in
writing (which agreement shall not be unreasonably withheld), prior to the
Effective Time:

(a) the business of Safety-Kleen and its subsidiaries will be conducted
in the ordinary and usual course of business, and Safety-Kleen will use its
reasonable best efforts to maintain and preserve intact its and its
subsidiaries' business organization, assets, employees, officers and
consultants and advantageous business relationships;

(b) neither Safety-Kleen nor any of its subsidiaries will directly or
indirectly do any of the following: (i) except in the ordinary course of
business, sell, pledge, dispose of or encumber any assets of Safety-Kleen
or of any of its subsidiaries; (ii) amend its charter or by-laws or similar
organizational documents; (iii) split, combine or reclassify any shares of
its capital stock or declare, set aside, make or pay any dividend or
distribution payable in cash, stock, property or otherwise with respect to
any of its capital stock (except as contemplated by the Rights Agreement
and except for (x) cash dividends to shareholders of Safety-Kleen declared
in the ordinary course of business and consistent with past practice and
(y) dividends by wholly owned subsidiaries of Safety-Kleen); (iv) redeem,
purchase or otherwise acquire or offer to redeem, purchase or otherwise
acquire any capital stock of Safety-Kleen; (v) adopt a plan of liquidation
or resolutions providing for the liquidation, dissolution, merger,
consolidation or other reorganization of Safety-Kleen; or (vi) authorize or
propose any of the foregoing, or enter into any contract, agreement,
commitment or arrangement to do any of the foregoing;

(c) neither Safety-Kleen nor any of its subsidiaries will, directly or
indirectly, (i) except for Shares (and the associated Rights) issuable upon
exercise of options outstanding under the Option Plans on the

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<PAGE>

date of the LLE Merger Agreement, issue, sell, pledge, dispose of or
encumber, or authorize, propose or agree to the issuance, sale, pledge,
disposition or encumbrance of, any shares of, or any options, warrants or
rights of any kind to acquire any shares of or any securities convertible
into or exchangeable or exercisable for any shares of, its capital stock of
any class or any other securities in respect of, in lieu of, or in
substitution for Shares outstanding on the date hereof; (ii) make any
material acquisition, by means of merger, consolidation or otherwise, or
material disposition (other than disposition of assets in the ordinary
course of business), of assets or securities, or make any loans, advances
or capital contributions to, or investment in, any individual or entity
(other than to Safety-Kleen or a wholly owned subsidiary of Safety-Kleen);
(iii) except in the ordinary course of business, and other than
indebtedness to or guarantees for the benefit of Safety-Kleen or any
affiliate of Safety-Kleen and borrowings to fund payments to holders of
Options as contemplated by the LLE Merger Agreement, incur any indebtedness
or issue any debt securities or assume, guarantee, endorse or otherwise
become liable or responsible (whether directly, contingently or otherwise)
for, the obligations of any other individual or entity; (iv) change the
capitalization of Safety-Kleen (other than the incurrence of indebtedness
otherwise permitted in the LLE Merger Agreement); (v) except in the
ordinary course, change any assumption underlying, or method of
calculating, any bad debt, contingency or other reserve; (vi) pay,
discharge or satisfy any claims, liabilities or obligations (absolute,
accrued, contingency or otherwise), other than the payment, discharge or
satisfaction of liabilities in the ordinary course of business or as
required by applicable law; (vii) waive, release, grant or transfer any
rights of value or modify or change in any material respect any existing
license, lease, contract or other document, other than in the ordinary
course of business; or (viii) authorize any of the foregoing, or enter into
or modify any contract, agreement, commitment or arrangement to do any of
the foregoing;

(d) except for the payment to holders of Options as contemplated by the
LLE Merger Agreement, neither Safety-Kleen nor any of its subsidiaries will
(except for salary increases or other employee benefit arrangements in the
ordinary course of business consistent with past practice that, in the
aggregate, do not result in a material increase in benefits or compensation
expense to Safety-Kleen and its subsidiaries, taken as a whole, or as may
be required pursuant to any agreements in effect at the date of the LLE
Merger Agreement) adopt or amend or take any actions to accelerate any
rights or benefits under (except as may be required by law) any bonus,
profit sharing, compensation, stock option, pension, retirement, deferred
compensation, employment, severance, termination or other employee benefit
plan, agreement, trust, fund or other arrangement for the benefit or
welfare of any employee or any officer or director or former employee or,
in the ordinary course of business, consistent with past practice, increase
the compensation or fringe benefits of any employee or former employee or
pay any benefit not permitted by any existing plan, arrangement or
agreement;

(e) except in the ordinary course of business, neither Safety-Kleen nor
any of its subsidiaries will make any tax election or settle or compromise
any federal, state, local or foreign income tax liability;

(f) except in the ordinary course of business, neither Safety-Kleen nor
any of its subsidiaries will permit any insurance policy naming it as
beneficiary or a loss payee to be cancelled or terminated without notice to
LLE; and

(g) neither Safety-Kleen nor any of its subsidiaries will agree, in
writing or otherwise, to take any of the foregoing actions or any action
which would make any representation or warranty of Safety-Kleen in the LLE
Merger Agreement untrue or incorrect so as to result in any change(s) or
effect(s) that, individually, or in the aggregate, are materially adverse
to the financial condition, properties, business of Safety-Kleen and its
subsidiaries taken as a whole, or that would prevent or materially delay
Safety-Kleen from performing its obligations under the Merger Agreement (a
"Material Adverse Effect").

No Solicitation of Proposals. The LLE Merger Agreement provides that Safety-
Kleen (and its subsidiaries and affiliates) will not, and will use their best
efforts to ensure that their respective directors, officers, employees,

8
<PAGE>

representatives and agents do not, directly or indirectly, solicit or initiate
inquiries or proposals from, or provide any confidential information to, or
participate in any discussions or negotiations with, any person or entity
(other than LLE and its subsidiaries and their respective directors, officers,
employees, representatives and agents) concerning (a) any merger, sale of
assets not in the ordinary course (except for any sale of assets otherwise
permitted under the terms of the LLE Merger Agreement), or other similar
transaction involving Safety-Kleen or any subsidiary or division of Safety-
Kleen, or the sale of any equity interest in Safety-Kleen or any subsidiary,
or (b) any sale by Safety-Kleen or its subsidiaries of authorized but unissued
Shares or of any shares (whether or not outstanding) of any of Safety-Kleen's
subsidiaries (all such inquiries and proposals being referred to herein as
"Acquisition Proposals"), provided, however, that nothing contained in such
provisions of the LLE Merger Agreement prohibits Safety-Kleen or its Board of
Directors from (i) subject to certain duties to consult with LLE and the
Offeror, issuing a press release or otherwise publicly disclosing the terms of
the LLE Merger Agreement; (ii) proceeding with the transactions contemplated
by the LLE Merger Agreement; (iii) communicating to Safety-Kleen's
shareholders a position as contemplated by Rule 14e-2 promulgated under the
Exchange Act; (iv) making any disclosure to Safety-Kleen's shareholders which,
in the judgment of the Board of Directors of Safety-Kleen, with the advice of
outside counsel, should reasonably be made under applicable law (including,
without limitation, laws relating to the fiduciary duties of directors) or (v)
taking any non-appealable, final action ordered to be taken by Safety-Kleen by
any court of competent jurisdiction; and, provided, further, that the Board of
Directors of Safety-Kleen may, on behalf of Safety-Kleen, furnish or cause to
be furnished information and may direct Safety-Kleen, its directors, officers,
employees, representatives or agents to information, in each case pursuant to
appropriate confidentiality agreements, and to participate in discussions or
negotiations with any person or entity commencing any Acquisition Proposal
which was not solicited by Safety-Kleen or any of its subsidiaries or
affiliates or any of their respective directors, officers, employees,
representatives or agents, or which did not otherwise result from a breach of
such non-solicitation provisions of the LLE Merger Agreement, if (x) the Board
of Directors of Safety-Kleen concludes in good faith, after consultation with
its financial advisor, that such person or entity has made or is reasonably
likely to make a bona fide Acquisition Proposal for a transaction more
favorable to Safety-Kleen's Shareholders from a financial point of view than
the transactions contemplated hereby, and (y), in the opinion of the Board of
Directors of Safety-Kleen, only after receipt of advice from its independent
legal counsel, the failure to provide such information or access or to engage
in such discussions or negotiations would cause the Board of Directors of
Safety-Kleen to violate its fiduciary duties to Safety-Kleen's Shareholders
under applicable law (an Acquisition Proposal which satisfies clauses (x) and
(y) being hereinafter referred to as a "Superior Proposal").

Safety-Kleen has agreed pursuant to the LLE Merger Agreement to immediately
notify LLE of the terms of any proposal, discussion, negotiation or inquiry
(and to disclose any written materials received by Safety-Kleen in connection
with such proposal, discussion negotiation, or inquiry) and the identity of
the party making such proposal or inquiry which it may receive in respect of
any such transaction unless the Board of Directors of Safety-Kleen determines,
based on the advice of outside legal counsel to Safety-Kleen, that giving such
notice would cause the Board of Directors of Safety-Kleen to violate its
fiduciary duties to Safety-Kleen's shareholders under applicable law. Safety-
Kleen agrees pursuant to the LLE Merger Agreement to, and to cause each
subsidiary to, immediately cease and cause to be terminated any existing
activities, discussions or negotiations by Safety-Kleen, its subsidiaries or
any officer, director or employee of, or investment banker, attorney,
accountant or other advisor or representative of, Safety-Kleen or any
subsidiary with parties conducted prior to the date of the LLE Merger
Agreement with respect to any of the foregoing.

The LLE Merger Agreement also provides that, except as set forth therein,
neither the Board of Directors of Safety-Kleen nor any committee thereof shall
(a) withdraw or modify, or propose to withdraw or modify, in a manner adverse
to LLE or the Offeror, the approval or recommendation by the Board of
Directors of Safety-Kleen or any such committee of the LLE Merger Agreement or
the LLE Merger, (b) approve or recommend, or propose to approve or recommend,
any Acquisition Proposal, or (c) enter into any agreement with respect to any
Acquisition Proposal. Notwithstanding the foregoing, the Board of Directors of
Safety-Kleen may (subject to the terms of this and the following sentence)
withdraw or modify its approval or recommendation of the LLE Merger Agreement
or the LLE Merger, approve or recommend a Superior Proposal or enter into an
agreement with

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<PAGE>

respect to a Superior Proposal at any time after the second business day
following LLE's receipt of written notice advising LLE that the Board of
Directors of Safety-Kleen has received a Superior Proposal, specifying the
material terms and conditions of such Superior Proposal and identifying the
person making such Superior Proposal; provided that Safety-Kleen shall not
enter into an agreement with respect to a Superior Proposal unless Safety-
Kleen has furnished LLE with written notice not later than noon (New York
time) two business days in advance of any date that it intends to enter into
such agreement and caused its financial and legal advisors to negotiate with
LLE to make such amendments to the terms and conditions of the LLE Merger
Agreement as would make the LLE Merger Agreement as so amended at least as
favorable to Safety-Kleen's shareholders from a financial point of view as the
Superior Proposal. In addition, the LLE Merger Agreement provides that if
Safety-Kleen proposes to enter into an agreement with respect to any
Acquisition Proposal, it shall concurrently with entering into such agreement
pay, or cause to be paid, to LLE the Termination Amount (as defined and
described in "--Fees and Expenses" below). The LLE Merger Agreement also
includes a provision authorizing the Safety-Kleen Board of Directors to
withdraw or modify the approval or recommendation by
the Board of Directors of Safety-Kleen of the Revised LLE Offer or the LLE
Merger if there is a material adverse change in the business or financial
condition of LLE prior to consummation of the exchange pursuant to the Revised
LLE Offer.

Conditions to Consummation of the LLE Merger. The respective obligations of
the parties to cause the LLE Merger to be consummated are subject to the
satisfaction or waiver of certain conditions, including, among other things:
(a) the approval of the LLE Merger Agreement by the vote of the holders of
two-thirds of Safety-Kleen's outstanding Shares; (b) no statute, rule, order,
decree or regulation shall have been enacted or promulgated by any domestic
government or any agency or authority of competent jurisdiction which
prohibits the consummation of the LLE Merger; (c) consummation of the LLE
Merger shall not result in violation of any applicable United States federal
or state law providing for criminal penalties; and (d) no preliminary or
permanent injunction or other order issued by any federal or state court of
competent jurisdiction in the United States preventing the consummation of the
LLE Merger shall be in effect; provided, however, that the parties to the LLE
Merger Agreement shall have used their best efforts to have any such
injunction or order vacated.

The obligations of LLE to effect the LLE Merger are further subject to the
condition that LLE and the Offeror shall have purchased all Shares duly
tendered and not withdrawn pursuant to the terms of the LLE Offer, provided
that this condition does not apply if the failure to purchase the Shares
constitutes a breach of the LLE Merger Agreement by LLE or the Offeror.

The obligation of Safety-Kleen to effect the LLE Merger is further subject
to the condition that Safety-Kleen shall have received an opinion or
certificate of a reputable expert firm confirming the solvency of the
Surviving Corporation after the LLE Merger and related financings addressed to
or for the benefit of the Board of Directors of Safety-Kleen so that the Board
of Directors of Safety-Kleen is entitled to rely thereon.

Termination. The LLE Merger Agreement may be terminated, and the LLE Merger
abandoned, prior to the Effective Time, either before or after its approval by
Safety-Kleen's shareholders, as follows: (a) by the mutual written consent of
Safety-Kleen and LLE; (b) by either LLE or Safety-Kleen if any governmental
body or regulatory authority of the United States of America shall have issued
an order, decree or ruling or taken any other action, in each case permanently
enjoining, restraining or otherwise prohibiting the LLE Merger and such order,
decree, ruling or other action shall have become final and non-appealable;
provided that such right to terminate the LLE Merger Agreement shall not be
available to any party that has breached its obligations under the LLE Merger
Agreement to use its commercially reasonable best efforts to take such actions
as are necessary to consummate the transactions contemplated by the LLE Merger
Agreement; (c) by either LLE or Safety-Kleen if the Shares tendered pursuant
to the Revised LLE Offer have not been acquired by LLE or the Offeror on or
before June 30, 1998; (d) by the Board of Directors of LLE, (i) if prior to
the exchange of tendered Shares pursuant to the Revised LLE Offer Safety-Kleen
shall have breached any of its representations and warranties or failed to
comply with any of the covenants or agreements (without, in each instance,
giving effect to any limitation as to "materiality" or "material adverse
effect" set forth therein) contained in the LLE Merger Agreement to be
complied with or performed by Safety-Kleen at or prior to consummation of the
LLE Merger

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<PAGE>

and such breach or failure shall have resulted in a Material Adverse Effect,
or (ii) Safety-Kleen shall have received from a third party a bona fide
Acquisition Proposal, and the Board of Directors of Safety-Kleen, shall have
accepted such a proposal or (iii) the Board of Directors of Safety-Kleen shall
have withdrawn or modified in a manner adverse to LLE or the Offeror its
approval or recommendation with respect to the LLE Merger; or (e) by the Board
of Directors of Safety-Kleen, if (i) prior to the exchange of tendered Shares
pursuant to the Revised LLE Offer, LLE or the Offeror shall have breached in
any material respect any of its representations and warranties or failed to
comply in any material respect with any of the covenants or agreements
contained in the LLE Merger Agreement to be complied with or performed by LLE
or the Offeror, or (ii) if Safety-Kleen enters into a written agreement
concerning a transaction that constitutes a Superior Proposal, provided that
Safety-Kleen shall have complied with the provisions described under "--No
Solicitation of Proposals" above (including the payment of the Termination
Amount).

In the event of termination of the LLE Merger Agreement by either Safety-
Kleen or LLE, no party to the LLE Merger Agreement (or any of its directors,
officers, employees, agreements, legal and financial advisors or other
representatives) shall have any liability or further obligation to any other
party to the LLE Merger Agreement, except with respect to the covenants in the
LLE Merger Agreement relating to confidential information and payment of
expenses. In addition, LLE, the Offeror and Safety-Kleen will each remain
liable for any wilful breach by it of the LLE Merger Agreement.

Amendment. Subject to the applicable provisions of the WBCL and the DGCL,
the LLE Merger Agreement may be amended by the parties thereto, at any time
before or after any required approval of matters presented in connection with
the LLE Merger by the shareholders of Safety-Kleen; provided, however, that
after any such approval, there shall be made no amendment that by law requires
further approval by such shareholders without the further approval of such
shareholders. The LLE Merger Agreement may not be amended except by an
instrument in writing signed by the parties thereto. After the purchase of
Shares pursuant to the Revised LLE Offer but prior to the Effective Time, any
amendment to the LLE Merger Agreement requires the concurrence of a majority
of the Safety-Kleen directors (if any) not appointed by LLE.

Waiver. Subject to the applicable provisions of the WBCL and the DGCL, at
any time prior to the Effective Time, any party to the LLE Merger Agreement
may (a) extend the time for the performance of any of the obligations or other
acts of the other parties thereto, or (b) subject to certain limitations after
shareholder approval has been obtained, waive compliance with any of the
agreements or conditions contained herein. In addition to the provisions
contained in the LLE Merger Agreement regarding the failure to object to
notice of certain defaults, at any time prior to consummation of the LLE
Merger any party thereto may waive any inaccuracies in the representations and
warranties contained herein or in any documents delivered pursuant thereto.
Any agreement on the part of a party to the LLE Merger Agreement to any such
extension or waiver shall be valid only if set forth in an instrument in
writing signed by such party. After the purchase of Shares pursuant to the
Revised LLE Offer but prior to the Effective Time, any waiver by Safety-Kleen
under the LLE Merger Agreement requires the concurrence of a majority of the
Safety-Kleen directors (if any) not appointed by LLE.

Fees and Expenses. The LLE Merger Agreement provides that Safety-Kleen and
LLE will each pay its own expenses in connection with the LLE Merger Agreement
and the transactions contemplated thereby, but that if LLE terminates the LLE
Merger Agreement prior to the purchase of Shares pursuant to the Revised LLE
Offer because, (i) Safety-Kleen has accepted an Acquisition Proposal from a
third party, (ii) the Safety-Kleen Board of Directors has failed to recommend
approval of the LLE Merger to the Safety-Kleen Shareholders (if shareholder
approval is required), (iii) the Safety-Kleen Board of Directors withdraws or
modifies its approval or recommendation with respect to the LLE Merger, or
(iv) Safety-Kleen has breached a representation or warranty or failed to
comply with a covenant included in the LLE Merger Agreement and such breach or
failure has resulted in a material adverse effect on Safety-Kleen's business
or financial condition, LLE shall be entitled to reimbursement of up to $25
million in expenses incurred in connection with the Revised LLE Offer or the
LLE Merger Agreement. The LLE Merger Agreement also provides that if Safety-
Kleen terminates the LLE Merger

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<PAGE>

Agreement because of a breach of a LLE representation or warranty or failure
to satisfy a covenant or agreement, Safety-Kleen shall be entitled to
reimbursement of up to $25 million in expenses incurred in connection with the
LLE Merger Agreement and the transactions contemplated thereby.

Effect on Benefit Plans and Related Matters. The Merger Agreement provides
that for a period of two years following the Effective Time, LLE intends to
cause the Surviving Corporation to provide employee benefit plans and programs
for the benefit of employees of the Surviving Corporation and its subsidiaries
that are in the aggregate no less favorable to such employees than the
employee benefit plans of the Company and its affiliates existing on the date
of the LLE Merger Agreement. All service credited to each employee by Safety-
Kleen through the Effective Time shall be recognized by LLE or the Surviving
Corporation for purposes of eligibility and vesting under any employee benefit
plan provided directly or indirectly by LLE or the Surviving Corporation for
the benefit of the employees and in which the respective employees
participate.

The LLE Merger Agreement also provides that LLE shall cause the Surviving
Corporation: (i) to honor (without modification) and assume Safety-Kleen's
written employment agreements, severance agreements and consulting agreements,
all as in effect on the date of the LLE Merger Agreement; and (ii) not to
terminate or adversely amend in any manner which adversely affects the
benefits that participants in such plans are entitled to thereunder with
respect to any periods prior to and including the Effective Time. The LLE
Merger Agreement also states that LLE intends to cause the Surviving
Corporation to continue to maintain an office in Elgin, Illinois for two years
after the Effective Time.

Notices. Safety-Kleen, LLE and the Offeror agree pursuant to the LLE Merger
Agreement to give prompt notice to each other at any time from the date of the
LLE Merger Agreement to the Effective Time of the obtaining by it of actual
knowledge as to the occurrence, or failure to occur, of any event which
occurrence or failure would be likely to cause a breach of any covenant,
representation or warranty contained in the LLE Merger Agreement so as to
result in a Material Adverse Effect or in a material adverse effect upon LLE
or any of its affiliates. If any party receiving a notice shall not object
thereto within five business days after receiving such Default Notice, then
such party shall be deemed to have waived all rights accruing to it as a
result of such breach. A party shall object to such a Default Notice by giving
timely notice of such party's objection thereto as provided herein to the
party giving such notice. For purposes of this provision, the "actual
knowledge" of a party to the LLE Merger Agreement means the best actual
knowledge of its chairman of the board, president and chief financial officer.

Exchange of Shares For Merger Consideration. Promptly after the Effective
Time, each shareholder of record of Safety-Kleen will be provided with written
instruction from a payment agent designated by LLE, with the prior approval of
Safety-Kleen (the "Exchange Agent") as to how Shares may be surrendered and
exchanged for payment of the LLE Merger Consideration. Certificates evidencing
Shares should not be surrendered for payment prior to receipt of written
instructions from the Exchange Agent. As of the Effective Time, LLE will
deposit with the Exchange Agent cash and LLE Common Stock sufficient to pay
the Revised LLE Offer Consideration.

Conditions of the Revised LLE Offer.

1. Minimum Tender Condition. The Revised LLE Offer is conditioned upon,
among other things, there being validly tendered and not withdrawn prior to
the Expiration Date a number of Shares which, together with Shares owned by
LLE and its affiliates, will constitute at least two-thirds of the total
number of outstanding Shares on a fully diluted basis (as though all
outstanding options or other outstanding securities convertible into or
exercisable or exchangeable for Shares, other than the Rights, had been so
converted, exercised or exchanged) as of the date the Shares are accepted for
exchange by LLE pursuant to the Revised LLE Offer. Under the terms of the LLE
Merger Agreement, this condition cannot be waived by LLE without the consent
of Safety-Kleen. As of March 16, 1998, LLE owned 601,100 Shares, or
approximately 1.03% of the outstanding Shares. LLE has

12
<PAGE>

stated that it believes that, based on its ownership of Shares and Safety-
Kleen's outstanding Shares at September 6, 1997, the Minimum Tender Condition
would be satisfied if at least an aggregate of 42,302,789 Shares (or 66 2/3%)
of the Shares expected to be outstanding immediately prior to the consummation
of the Revised LLE Offer had been validly tendered pursuant to the Revised LLE
Offer and not withdrawn.

2. Solvency Opinion Condition. Under the terms of the LLE Merger Agreement,
LLE has agreed that it will not purchase Shares pursuant to the Revised LLE
Offer unless, prior to such purchase, LLE has delivered to Safety-Kleen an
opinion or certificate of a reputable expert firm confirming the solvency of
the surviving corporation after the LLE Merger (which opinion may assume that
the purchase of Shares pursuant to the Revised LLE Offer and the LLE Merger
are consummated simultaneously) and related financings, addressed to or for
the benefit of the Board of Directors of Safety-Kleen. This condition cannot
be waived without the consent of the Safety-Kleen Board of Directors.

3. Certain Other Conditions of the Revised LLE Offer. Notwithstanding any
other provision of the Revised LLE Offer and subject to any applicable rules
and regulations of the Commission, including Rule 14e-1(c) under the Exchange
Act (relating to LLE's obligation to exchange or return tendered Shares
promptly after the termination or withdrawal of the Revised LLE Offer), and
subject to LLE's obligation under the LLE Merger Agreement to use its
commercially reasonable best efforts to consummate the transactions
contemplated by the LLE Merger Agreement (the "Best Efforts Obligation"), LLE
shall not be required to accept for exchange or exchange any Shares, may
postpone the acceptance for exchange or exchange for tendered Shares and may,
in its sole discretion, terminate or amend the Revised LLE Offer as to any
Shares not then exchanged, if at the Expiration Date the Minimum Tender
Condition has not been satisfied or waived or if on or after the date of
commencement of the Revised LLE Offer and on or prior to the Expiration Date
any of the following events shall not have occurred:

(a) The shares of LLE Common Stock (and accompanying Rights) which shall
be issued to the Safety-Kleen Shareholders in the Revised LLE Offer and the
LLE Merger shall have been authorized for listing on the NYSE, subject to
official notice of issuance.

(b) The Registration Statement registering the LLE Common Stock included
in the Revised LLE Offer shall have become effective under the Securities
Act, and no stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall
have been initiated or threatened by the Commission.

(c) No order, injunction or decree issued by any court or agency of
competent jurisdiction or other legal restraint or prohibition preventing
the consummation of the Revised LLE Offer and/or the LLE Merger or any of
the other transactions contemplated by this Prospectus shall be in effect.
No statute, rule, regulation, order, injunction or decree shall have been
enacted, entered, promulgated or enforced by any court, administrative
agency or commission or other governmental authority or instrumentality
which prohibits, restricts or makes illegal the consummation of the Revised
LLE Offer and/or the LLE Merger.

(d) There shall not have occurred or been threatened (i) any general
suspension of trading in, or limitation on times or prices for, securities
on any national securities exchange or in the over-the-counter market in
the United States, (ii) any significant adverse change in interest rates,
the financial markets or major stock exchange indices in the United States
or abroad or in the market price of Shares, including, without limitation,
a decline of at least 10% in either the Dow Jones Average of Industrial
Stocks or the Standard & Poor's 500 Index from that existing at the close
of business on January 14, 1998, (iii) any change in the general political,
market, economic, regulatory or financial conditions in the United States
or abroad that could, in the reasonable judgment of LLE, have a material
adverse effect upon the business, properties, assets, liabilities,
capitalization, stockholders' equity, condition (financial or otherwise),
operations, license or franchises, results of operations or prospects of
Safety-Kleen or any of its subsidiaries or the trading in, or value of, the
Shares, (iv) any material change in United States currency exchange rates

13
<PAGE>

or any other currency exchange rates or a suspension of, or limitation on,
the markets therefor, (v) a declaration of a banking moratorium or any
suspension of payments in respect of banks in the United States, (vi) any
limitation (whether or not mandatory) by any government, domestic, foreign
or supranational, or governmental entity on, or other event that in the
reasonable judgment of LLE might affect, the extension of credit by banks
or other lending institutions, (vii) a commencement of a war or armed
hostilities or other national or international calamity directly or
indirectly involving the United States or (viii) in the case of any of the
foregoing existing at the time of the commencement of the Revised Offer, a
material acceleration or worsening thereof.

(e) The representations and warranties of Safety-Kleen set forth in the
LLE Merger Agreement shall be true and correct in all material respects.

(f) Safety-Kleen shall have performed all obligations and complied with
any agreement or covenant of Safety-Kleen to be performed or complied with
by it under the LLE Merger Agreement.

(g) The LLE Merger Agreement shall not have been terminated in accordance
with its terms.

The foregoing conditions (a) through (g) are for the sole benefit of LLE
and, subject to the Best Efforts Obligation, may be asserted by LLE regardless
of the circumstances giving rise to any such conditions or may be waived by
LLE in whole or in part (other than the condition relating to effectiveness of
this Registration Statement). LLE reserves the right to assert the failure of
a condition following expiration of the Revised LLE Offer but prior to
acceptance for exchange in order to delay exchange or avoid the obligation to
exchange properly tendered Shares: LLE will either promptly exchange such
Shares or promptly return such Shares.

(b)(6) Confidentiality Agreement

Safety-Kleen and LLE have entered into a bilateral confidentiality agreement
pursuant to which each party agrees to maintain the confidentiality of
information furnished to it by the other.

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 NEGOTIATED
IMPROVEMENTS IN LLE'S PROPOSED TRANSACTION REFLECTED IN THE TERMS OF THE
REVISED LLE OFFER, HAS UNANIMOUSLY DETERMINED TO APPROVE THE REVISED LLE OFFER
AND RECOMMENDS THAT SHAREHOLDERS OF SAFETY-KLEEN TENDER THEIR SHARES PURSUANT
TO THE REVISED LLE OFFER.

Rights Agreement. In light of its determination stated above, the Board
decided at its March 15, 1998 meeting to amend the Rights Agreement to exempt
LLE'S purchases of Shares pursuant to the LLE Merger Agreement.

Business Combination Statute. In light of its determination stated above,
the Board at its March 15 meeting approved the LLE Merger Agreement, thereby
rendering Section 180.1141 of the Wisconsin Statutes inapplicable to the LLE
Merger. Section 180.1141 would otherwise have restricted consummation of the
LLE Merger until three years after closing of the Revised LLE Offer.

14
<PAGE>

Item 4(b) of the Schedule 14D-9 is hereby amended and supplemented by adding
the following:

(b)(1) and (b)(2) Background and Reasons for the Recommendation.

Following unsuccessful negotiations on March 10 and March 11, 1998,
representatives of Safety-Kleen and LLE conducted negotiations on March 13,
14, and 15, 1998, concerning the terms of the LLE Merger Agreement and the
consideration payable thereunder. Also on March 14, Safety-Kleen and LLE
entered into a confidentiality agreement. As a result of these negotiations,
LLE agreed with Safety Kleen to amend the consideration in its proposed
transaction to $18.30 in cash and 2.8 shares of LLE Common Stock.

At a special meeting of the Board of Directors of Safety-Kleen on March 15,
Safety-Kleen's legal advisors advised the Board of the progress of the
negotiations with LLE. The Board discussed the LLE Transaction, including its
structure and the improvements reflected in the Revised LLE Offer
Consideration. William Blair then made a presentation and rendered its written
opinion to the effect that, as of such date and based upon and subject to
certain matters stated in such opinion, the consideration to be received by
the holders of Shares in the LLE Transaction is fair to such holders from a
financial point of view, and reviewed with the Board the financial analysis
performed by it in connection with its opinion (see "--Opinions of Financial
Adviser--March 15, 1997 Opinion").

In the course of reaching its determining with respect to the Revised LLE
Offer referred to in Item 4(a), the Board at its meeting on March 15, 1998,
consulted with Safety-Kleen legal counsel and William Blair, and considered a
number of factors, including, but not limited to:

(i) the Board's knowledge of Safety-Kleen's financial performance and
future opportunities and prospects;

(ii) the presentation of William Blair at the March 15, 1998 Board
meeting and the written opinion of William Blair dated March 15, 1998 that,
based upon and subject to the matters set forth therein and as of the date
thereof, the Revised LLE Offer Consideration to be received by Safety-
Kleen's shareholders in the LLE Transaction is fair to Safety-Kleen's
shareholders from a financial point of view; the full text of the March 15,
1998 opinion of William Blair is attached hereto as Annex A and should be
read in its entirety (See "--(3) Opinions of Financial Advisor--March 15,
1998 Opinion" below);

(iii) the fact that at the conclusion of the process of exploring
strategic alternatives, the Philip Merger, providing for $27 per share all
cash consideration, failed to obtain the approval of Safety-Kleen
shareholders, leaving no viable alternative of comparable value to the LLE
Transaction;

(iv) negotiated improvements reflected in the Revised LLE Offer
Consideration;

(v) the fact that the Revised LLE Offer Consideration has a value of
slightly over $30 (based on LLE's closing stock price of $4.25 on March 13,
1998), representing a premium of more than 68% over the closing price of
$17.81 per Share on August 7, 1997, the last trading day prior to the
public announcement that Safety-Kleen was considering strategic
alternatives and had retained William Blair in connection therewith; and

(vi) the terms and conditions of LLE Merger Agreement, including its
provisions concerning the improvement and protection, of benefits for
employees. The Board's consideration of these benefits was part of its
consideration under the Wisconsin Constituency Statute of the effects of
the LLE Merger Agreement on Safety-Kleen's employees.

In addition, the Board considered the fact that Mr. Jannotta, a Director of
Safety-Kleen, is a Senior Director of William Blair.

The foregoing describes all material factors considered and given weight by
the Board in connection with its evaluation of the Revised LLE Offer. In view
of the variety of factors considered in connection with its evaluation of the
Revised LLE Offer, the Board did not find it practicable to and did not
quantify or otherwise assign relative weights to the specific factors
considered in reaching its determinations and recommendation. In

15
<PAGE>

addition, individual members of the Board may have given different weight to
different factors. The Board viewed its position and recommendation as being
based on the totality of the information presented to and considered by it.

Following the March 15th Board meeting, Safety-Kleen, LLE and the Offeror
entered into the LLE Merger Agreement. Safety-Kleen and LLE also issued press
releases announcing the LLE Merger Agreement on March 16, 1998, which are
filed as Exhibits 58 and 59 to the Schedule 14D-9 and incorporated herein by
reference.

(3) Opinions of Financial Advisor.

March 15, 1998 Opinion. At the March 15, 1998 meeting of the Safety-Kleen
Board of Directors, William Blair rendered its oral opinion (which opinion was
subsequently confirmed by delivery of a written opinion dated March 15, 1998),
that, as of such date, and based upon and subject to the factors and
assumptions set forth in such opinion, the consideration to be received by
Safety-Kleen's shareholders in the LLE Transaction is fair to Safety-Kleen's
shareholders from a financial point of view. The full text of William Blair's
opinion to Safety-Kleen's Board of Directors dated as of March 15, 1998 is
attached hereto as Annex A and is incorporated herein by reference and should
be read in its entirety in connection with this Statement. The following
summary of William Blair's opinion is qualified in its entirety by reference
to the full text of William Blair's opinion. William Blair's opinion was
addressed to the Safety-Kleen Board of Directors for the purposes of its
evaluation of the LLE Transaction and does not constitute a recommendation to
any Safety-Kleen shareholder as to whether such shareholder should tender
Shares into the Revised LLE Offer.

In connection with its opinion, William Blair reviewed a final draft of the
LLE Merger Agreement, including its financial terms and conditions, as well as
certain financial and other information that was publicly available or
furnished to William Blair by Safety-Kleen, including certain internal
financial analyses, financial forecasts, reports and other information
prepared by the management of Safety-Kleen. William Blair held discussions
with members of management of Safety-Kleen concerning Safety-Kleen's
historical and current operations, financial condition and prospects. In
addition, William Blair (i) compared the financial position and operating
results of Safety-Kleen with those of publicly traded companies William Blair
deemed relevant for its opinion; (ii) compared certain financial terms of the
LLE Transaction to certain financial terms of other selected business
combinations William Blair deemed relevant for its opinion and (iii) conducted
such other financial studies, analyses and investigations and reviewed such
other factors as William Blair deemed appropriate for the purposes of
rendering its opinion. In connection with William Blair's review of the LLE
Transaction and the preparation of its opinion, William Blair: (a) analyzed
the historical revenue, operating earnings, net income, dividend capacity and
capitalization of both LLE and certain other publicly held companies that
William Blair believes to be comparable to LLE; (b) analyzed certain publicly
available financial and other information relating to LLE and the unaudited
pro forma combined financial information in the Revised Amended Prospectus and
performed a sensitivity analysis on such pro forma financial information based
upon variable synergy assumptions; (c) reviewed the historical market prices
and trading volume of the LLE Common Stock as well as its stock ownership and
analyzed factors which could influence the trading price of the LLE Common
Stock on the anticipated closing date for the Revised LLE Offer; and (d)
performed such other analyses as William Blair deemed appropriate. William
Blair's opinion with respect to the LLE Transaction reflects only limited
access to LLE management and no access to internal LLE projections.

In rendering its opinion, William Blair relied upon and assumed the
accuracy, completeness and fairness of all of the financial and other
information that was available to it from public sources and that was provided
to William Blair by Safety-Kleen. With respect to the financial projections
supplied to William Blair, William Blair assumed that they were reasonably
prepared and reflected the best currently available estimates and judgments of
the management of Safety-Kleen as to the future operating and financial
performance of Safety-Kleen. William Blair's opinion relates to financial
fairness only as of the opinion date; no opinion is expressed as to the
soundness of the financial condition of LLE subsequent to the effective time
of the LLE Transaction. William Blair did not assume any responsibility for
making any independent evaluation of Safety-Kleen's or LLE's respective assets
or liabilities or for making any independent verification of any of the
information reviewed by William Blair.

16
<PAGE>

William Blair's opinion was necessarily based on economic, market, financial
and other conditions as they existed on March 15, 1998, the date of William
Blair's opinion, and on the information made available to William Blair as of
such date. It should be understood that, although subsequent developments may
affect its opinion, William Blair does not have any obligation to update,
revise or reaffirm William Blair's opinion. The following is a summary of the
material factors considered and principal financial analyses performed by
William Blair to arrive at its opinion. William Blair performed certain
procedures, including each of the financial analyses described below, and
reviewed with the management of Safety-Kleen the assumptions upon which such
analyses were based, and other factors.

Current Nominal Value Received in the Revised LLE Offer. William Blair
reviewed the Revised LLE Offer and, pursuant to its terms, LLE and a
subsidiary propose to exchange, for each outstanding Share, cash in the amount
of $18.30 plus 2.8 shares of LLE Common Stock. William Blair noted that on
March 13, 1998, the LLE Common Stock closed at $4.25 per share. In addition,
William Blair noted that for the four days following the March 9, 1998 Safety-
Kleen shareholders meeting at which the Philip Merger was not approved, the
average closing price of the LLE Common Stock was $4.11, and that the stock
price at the time of the opinion of $4.25 would result in the stock portion
having a market value of $11.90 per Share. Therefore, at the time of the
opinion, the nominal value of the Revised LLE Offer was $30.20 per Share.

Factors which could affect LLE's share price prior to closing of the Revised
LLE Offer. William Blair identified several factors which could place downward
pressure on the price of the LLE Common Stock prior to the closing of the
Revised LLE Offer. The analysis utilized the same assumptions as set forth
under "The Merger--Opinions of Financial Advisor--December 20, 1997 Opinion"
in the Schedule 14D-9 as amended and restated on January 6, 1998 and "Recent
Developments--Opinion of Financial Advisor--January 31, 1998 Opinion" in the
Schedule 14D-9 as amended on February 9, 1998. The principal factors include:

1. Possible revision in financial analysts' estimates for accretion in
LLE's fiscal 1998 EPS resulting from a combination of Safety-Kleen and
LLE.

2. Possible price/earnings multiple contraction in the LLE Common Stock
prior to closing.

3. The substantial market overhang resulting from the fact that Safety-
Kleen shareholders would receive approximately 164 million shares of the
LLE Common Stock in the Revised LLE Offer.

4. The potential impact of an overall market correction.

Based on the foregoing William Blair concluded that it is likely that there
would be some downward movement in the LLE Common Stock price following an
announcement of a definitive agreement with LLE. However, William Blair noted
that these factors have already been communicated to investors and may already
be influencing the LLE Common Stock price. Furthermore, William Blair opined
that it is unlikely that such downward movement would be of substantial
magnitude prior to closing.

Summaries of Valuation Analyses. In connection with its opinion and the
presentation of its opinion to the Board of Directors of Safety-Kleen, William
Blair performed certain valuation analyses, including: (i) a comparison with
comparable publicly traded companies, (ii) a discounted cash flow analysis,
(iii) an analysis of certain comparable acquisitions and (iv) a premium
analysis. Such analyses are summarized below.

Analysis of Certain Publicly Traded Companies. William Blair reviewed and
compared certain financial information relating to Safety-Kleen to
corresponding financial information, ratios and public market multiples for
nine publicly traded companies in the environmental services industry. Five of
these companies are solid waste management companies (the "Solid Waste
Comparables") and four are in the industrial waste management industry (the
"Industrial Waste Comparables"). The Solid Waste Comparables are (i) Allied
Waste Industries, Inc., (ii) Browning-Ferris Industries, Inc., (iii) USA Waste
Services, Inc., (iv) Waste Management, Inc. and (v) Waste Management
International PLC. The Industrial Waste Comparables are (i) Clean Harbors,
Inc., (ii) Envirosource, Inc., (iii) LLE and (iv) Philip Services, Inc.
William Blair selected these companies

17
<PAGE>

because they are publicly traded companies which William Blair deemed most
comparable to Safety-Kleen's operations and financial condition. Although
William Blair compared the trading multiples of the selected companies at the
date of William Blair's opinion to the implied purchase multiples of Safety-
Kleen, none of the selected companies is identical to Safety-Kleen. The per
Share price calculations based on such multiples ranged from $24.24 to $28.18
per Share.

Among the information considered were revenue, operating income ("EBIT"),
earnings before interest, taxes, depreciation and amortization ("EBITDA"), net
income, earnings per share ("EPS"), gross profit margins, EBIT margins and net
income margins, growth in revenues and net income, return on assets and
equity, and capital structure. The multiples and ratios for Safety-Kleen and
the comparable companies were based on the most recent publicly available
financial information and on EPS estimates for 1998 and 1999 from First Call
Corporation, and used the closing share prices as of March 13, 1998.

William Blair observed that the multiples of common stock share price
("Price") to EPS, as well as multiples of market equity value plus book value
of total debt (including minority interests and preferred stock) less cash and
equivalents ("Enterprise Value") to revenues, EBIT and EBITDA implied by the
terms of the LLE Transaction compared favorably, from Safety-Kleen's
perspective, to the median of the corresponding multiples of the comparable
companies. Specifically, the terms of the Revised LLE Offer implied 2.0x
latest twelve month ("LTM") revenues, 17.0x LTM EBIT and 10.2x LTM EBITDA. By
comparison, the analysis of selected environmental service companies resulted
in a median multiple of 1.7x for Enterprise Value to LTM revenues, 14.6x for
Enterprise Value to LTM EBIT and 8.5x for Enterprise Value to LTM EBITDA. The
analysis of selected environmental service companies also resulted in a median
multiple of 26.8x for the Price to LTM EPS, 21.6x for Price to estimated
calendar 1998 EPS and 16.7x for Price to estimated calendar 1999 EPS. The
terms of the Revised LLE Offer implied 28.2x for Price to LTM EPS, 24.8x for
Price to estimated fiscal 1998 EPS and 22.0x for Price to estimated fiscal
1999 EPS.

Discounted Cash Flow Analysis. Using a discounted cash flow ("DCF")
analysis, William Blair estimated the net present value of the unleveraged
free cash flows that Safety-Kleen could produce on a stand-alone basis over a
five year period from 1998 to 2002. In estimating these cash flows the
management of Safety-Kleen made certain assumptions about the operating
performance of Safety-Kleen over the five year period. Such assumptions
include assumptions regarding volume growth and pricing in Safety-Kleen's
principal businesses. Over the five year period ending 2002, Safety-Kleen
management projected volume growth for three of Safety-Kleen's principal
businesses--North American Parts Cleaner Services, North American Industrial
Waste Services and Automotive Parts Cleaner Services--to be 3.2%, 5.0% and
0.0% and annual price increases to be 5.6%, 2.7% and 1.0%, respectively. In
its Oil Recovery Services business, Safety-Kleen management projected revenue
to increase at a compound annual rate of 11% over the five year period ending
2002. Approximately 62% of the Oil Recovery Services growth is expected to
result from increased sales of lubricating oils, primarily blended products.
Also, approximately 9% of the total increase in Oil Recovery Services revenue
over the same period reflects increases in base lubricating oil from $0.91 in
1998 to $ 1.00 by 2001. The balance of the increase reflects increases in oil
collection volume and price. The estimates for cash flows are based upon the
assumption that markets for the hazardous waste industry and that U.S. and
international economic conditions remain relatively stable. Without
limitation, these cash flow estimates assumed that certain possible changes or
developments in Safety-Kleen's business, which could potentially favorably
impact value, would not affect cash flow during such period. In calculating
the "terminal value", William Blair assumed multiples of Enterprise Value to
EBITDA ranging from 6.0x to 8.0x, which multiples William Blair believed to be
appropriate for such an analysis. The annual and terminal free cash flows were
discounted to determine a net present value of the unleveraged equity value of
Safety-Kleen. Discount rates in a range of 10.0% to 12.0% were chosen based
upon an analysis of the weighted average cost of capital of the publicly
traded comparable group of companies described above. The DCF analysis
indicated a valuation of the equity of Safety-Kleen of between $1.5 billion to
$1.8 billion, or $24.95 to $29.56 per share. As a result, William Blair
believes that the price to be paid in the Revised LLE Offer compares
favorably, from Safety-Kleen's perspective, to the values indicated by the DCF
analysis.

18
<PAGE>

Comparable Acquisitions. William Blair performed an analysis of selected
recent merger or acquisition transactions in the environmental services
industry. The selected transactions were chosen based on William Blair's
judgment that they were generally comparable, in whole or in part, to the
proposed transaction. In total William Blair examined sixteen transactions
that were announced between March 17, 1995 and March 11, 1998 involving
certain environmental services companies. The selected transactions were not
intended to be representative of the entire range of possible transactions in
the environmental services industry. Although William Blair compared the
transaction multiples of these companies to the implied purchase multiples of
Safety-Kleen, none of the selected companies is identical to Safety-Kleen.

William Blair reviewed the consideration paid in such transactions in terms
of the Enterprise Value of such transactions as a multiple of revenues, EBIT
and EBITDA for the latest twelve months prior to the announcement of such
transactions. Additionally, William Blair reviewed the consideration paid in
such transactions in terms of the price paid for the common stock ("Equity
Purchase Price") of such transactions as a multiple of net income for the
twelve months prior to the announcement of such transactions. William Blair
observed that the multiples of Equity Purchase Price to net income, as well as
multiples of Enterprise Value to revenues, EBIT and EBITDA implied by the
terms of the Revised LLE Offer compared favorably, from Safety-Kleen's
perspective, to the median of the corresponding multiples of the comparable
acquisitions.

Such analysis of the sixteen acquisitions in the environmental services
industry resulted in a median multiple of 1.7x for Enterprise Value to LTM
revenues, 18.2x for Enterprise Value to LTM EBIT, 9.3x for Enterprise Value to
LTM EBITDA and 25.3x for Equity Purchase Price to LTM net income. In contrast,
the implied purchase multiples for Safety-Kleen were 2.0x for Enterprise Value
to LTM revenues, 17.0x for Enterprise Value to LTM EBIT, 10.2x for Enterprise
Value to LTM EBITDA and 28.2x for Equity Purchase Price to LTM net income.

Premium Analysis. In addition to evaluating multiples paid in transactions
in the environmental services industry, William Blair considered, for twenty
six industrial transactions which were announced from March 29, 1996 to
February 9, 1998 and whose Enterprise Value ranged from $783.4 million to $2.8
billion, the premiums paid over each company's stock price prior to the
announcement of a transaction. The median premium paid in those transactions
was 42.5%, 39.8% and 28.7%, respectively, over each company's stock price one
month, one week and one day before each respective announcement. In contrast,
the premium paid over the price of the Shares on July 8, 1997, August 1, 1997
and August 7, 1997, or one month, one week and one day, respectively, prior to
the announcement that Safety-Kleen was evaluating strategic alternatives, was
75.1%, 71.3% and 69.6%, respectively. As a result, William Blair believes that
the premium paid over the price of the Shares compares favorably, from Safety-
Kleen's perspective, to the values indicated by the premium analysis.

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) To the best knowledge of Safety-Kleen, and subject to applicable
securities laws and personal considerations, its executive officers,
directors, affiliates and subsidiaries presently intend to tender, pursuant to
the Revised LLE Offer, or otherwise sell, any Shares which are held of record
or are beneficially owned by such persons.

ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.

Item 7 of the Schedule 14D-9 is hereby amended and restated as follows:

(a) Other than as set forth or referenced in Items 3(b) or 4, no negotiation
is being undertaken or is underway by Safety-Kleen in response to the Revised
LLE Offer which relates to or would result in:

(1) an extraordinary transaction such as a merger or reorganization,
involving Safety-Kleen or any subsidiary of Safety-Kleen;

19
<PAGE>

(2) a purchase, sale or transfer of a material amount of assets by
Safety-Kleen or any subsidiary of Safety-Kleen.

(3) a tender offer for or other acquisition of securities by or of
Safety-Kleen; or

(4) any material change in the present capitalization or dividend policy
of Safety-Kleen.

(b) Except as described above, in Item 3(b), there are no transactions,
board resolutions, agreements in principle or signed contracts in response to
the Revised LLE Offer which relate to or would result in one or more of the
matters referred to in Item 7(a).

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. 29, incorporated
herein by reference.

Item 8(c) of the Schedule 14D-9 is hereby amended and supplemented by adding
the following:

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. 29,
incorporated herein by reference.

20
<PAGE>

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.

Donald W. Brinckman
By: _________________________________
Name: Donald W. Brinckman
Title: Chairman and Chief
Executive Officer

Dated: March 18, 1998

21
<PAGE>

EXHIBIT INDEX

Except as noted below, the following Exhibits have been previously filed in
connection with this Statement.

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
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 Corp., dated December 22,
1997.
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 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
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.
</TABLE>

22
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
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 Press Release issued by Safety-Kleen Corp., dated March 16, 1998.
Exhibit 59 Press Release issued by Laidlaw Environmental Services, Inc. dated March 16, 1998.
Exhibit 60 Form of Confidentiality Agreement, dated March 13, between Safety-Kleen Corp. and Laidlaw
Environmental Services, Inc.
Exhibit 61* Opinion of William Blair & Company L.L.C., dated March 15, 1998.
Exhibit 62** Revised Amended Prospectus (including the LLE Merger Agreement attached thereto as Annex A).
</TABLE>
- --------
*Filed herewith, replacing form of opinion filed with Amendment No. 28.
**The LLE Merger Agreement, including Schedule 1.1 thereto, included as Annex
A of the Revised Amended Prospectus, is incorporated by reference in the
Schedule 14D-9, but not included in the mailing to shareholders. No other
section of the Revised Amended Prospectus is incorporated by reference
herein or shall be deemed filed with the SEC by Safety-Kleen.

<PAGE>

EXHIBIT 99.3

FOR IMMEDIATE RELEASE CONTACT: Maureen Fisk
847/468-2452

SAFETY-KLEEN ANNOUNCES CONSUMMATION OF
LAIDLAW ENVIRONMENTAL TENDER OFFER

Elgin, IL. - April 3, 1998 -- Safety-Kleen Corp. (NYSE/SK) today announced
that Laidlaw Environmental Services, Inc. (NYSE/LLE) has consummated its
exchange offer to Safety-Kleen Corp. shareholders who tendered their shares
prior to the offer's expiration on March 31, 1998.

Upon closing the Exchange Offer, Laidlaw Environmental acquired
approximately 49.9 million shares of Safety-Kleen representing 83.4% of Safety-
Kleen's outstanding common shares. In accordance with the exchange offer, each
share of Safety-Kleen stock was exchanged for 2.8 shares of Laidlaw
Environmental Common Stock plus $18.30 in cash. The exchange resulted in the
issuance of 139.5 million shares of Laidlaw Environmental Common Stock. The LLE
shares and cash will be promptly conveyed to the SK shareholders who tendered
their shares.

An additional 10.6% of Safety-Kleen's outstanding shares which were
tendered by guarantees will be acquired for the same consideration on Tuesday,
April 7. This would result in the issuance of an additional 17.7 million shares
of Laidlaw Environmental. The remaining shareholders will receive the same
compensation for their shares as a result of a merger which will follow a
special shareholders meeting in early May.

Safety-Kleen is a leading environmental and industrial service company
dedicated to helping nearly 400,000 industrial and automotive customers recycle
and process their waste streams.

Laidlaw Environmental Services, Inc. is headquartered in Columbia, South
Carolina and supplies hazardous and industrial waste management service to
industry and government across North America. The Company provides customers
with local service from more than 100 locations in the United States and Canada.

<PAGE>

Exhibit 99.4

SAFETY-KLEEN CORP. ANNOUNCES
CHANGES IN BOARD AND
SENIOR EXECUTIVE POSITIONS

Elgin, IL -- April 6, 1998 -- Safety-Kleen Corp. (NYSE/SK) today announced
that in response to the closure of the tender offer by Laidlaw Environmental
(NYSE/LLE) on Friday, April 3, the Board of Directors have resigned their
positions with the exception of Donald W. Brinckman. Mr. Brinckman is expected
to resign his position from the Board with the close of the merger in mid-May.

Per the Plan of Merger with Laidlaw, the agreement provides that Laidlaw
Environmental shall be entitled to board representation proportional to its
percentage of voting power following its purchase of shares in the exchange
offer. Laidlaw announced on Friday that it beneficially owns approximately 94%
of the outstanding shares of Safety-Kleen.

Effective Saturday, April 4, Ms. Marcia Williams and Messrs. Richard
Farmer, Russell Gwillim, Edgar Jannotta, Karl Otzen, Paul Schrage, and W. Gordon
Wood were replaced by representatives of Laidlaw Environmental. The newly-
appointed directors are James R. Bullock, Kenneth W. Winger, Leslie W. Haworth,
John W. Rollins, Jr., David E. Thomas, Jr., James L. Wareharn, and Grover C.
Wrenn.

In addition, Donald Brinckman was replaced as Chairman of the Board by
James R. Bullock, who will serve as non-executive Chairman. Mr. Brinckman was
also replaced as Chief Executive Officer by Kenneth W. Winger. Mr. Winger will
hold the position of President and Chief Executive Officer and also becomes
acting Chief Operating Officer, replacing Mr. Joseph Chalhoub.

Laidlaw Environmental Services, Inc. is headquartered in Columbia, South
Carolina and supplies hazardous and industrial waste management services to
industry and government across North America. The Company provides customers
with local service from more than 100 locations in the United States and Canada.

Safety-Kleen is a leading environmental and industrial service company
dedicated to helping nearly 400,000 industrial and automotive customers recycle
and process their waste streams.