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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 12
to
SCHEDULE 14D-9
(AS AMENDED AND RESTATED AT JANUARY 6, 1998)
Solicitation/Recommendation Statement Pursuant
to Section 14(d)(4) of the
Securities Exchange Act of 1934
________________
SAFETY-KLEEN CORP.
(Name of Subject Company)
SAFETY-KLEEN CORP.
(Names of Person(s) Filing Statement)
Common Stock, Par Value $0.10 Per Share
(Including the Associated Common Share Purchase Rights)
(Title of Class of Securities)
786484105
(CUSIP Number of Class of Securities)
DONALD W. BRINCKMAN
Chairman And Chief Executive Officer
One Brinckman Way
Elgin, Illinois 60123-7857
(847) 697-8460
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) filing Statement)
________________
With a copy to:
DENNIS N. NEWMAN, ESQ.
Sonnenschein Nath & Rosenthal
Sears Tower
Chicago, Illinois 60606
(312) 876-8000
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INTRODUCTION
Safety-Kleen Corp. ("Safety-Kleen") hereby amends and supplements its
Solicitation/Recommendation Statement on Schedule 14D-9, as amended and restated
at January 6, 1998 and amended on January 9, 1998, January 12, 1998, January 14,
1998, January 16, 1998, January 20, 1998, January 21, 1998, January 26, 1998,
January 27, 1998, February 4, 1998, February 9, 1998 and February 11, 1998 (as
amended, the "Schedule 14D-9"), with respect to the exchange offer made by LES
Acquisition, Inc., a wholly-owned subsidiary of Laidlaw Environmental Services,
Inc., for all of the outstanding Shares. Capitalized terms not defined herein
have the meanings assigned thereto in the Schedule 14D-9.
Item 9. Materials to be Filed as Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding
the following text thereto:
Exhibit 35 Letter to Shareholders of Safety-Kleen Corp., dated
February 12, 1998.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
SAFETY-KLEEN CORP.
By: /s/ Donald W. Brinckman
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Name: Donald W. Brinckman
Title: Chairman and Chief Executive Officer
Dated: February 13, 1998
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EXHIBIT INDEX
Except as noted below, the following Exhibits have been previously filed in
connection with this Statement.
Exhibit No. Description
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Exhibit 1 Excerpts from Safety-Kleen's Proxy Statement, dated March 28, 1997,
relating to Safety-Kleen's 1997 Annual Meeting of Shareholders.
Exhibit 2 Share Ownership of Certain Beneficial Owners and Management.
Exhibit 3 Agreement and Plan of Merger, dated as of November 20, 1997, by and
among SK Parent Corp., SK Acquisition Corp. and Safety-Kleen Corp.
Exhibit 4 Form of Change of Control Severance Agreement.
Exhibit 5 Letter to Shareholders of Safety-Kleen, dated January 6, 1998.
Exhibit 6 Press Release issued by Safety-Kleen Corp., dated December 22, 1997.
Exhibit 7 Text of September 24, 1997 letter from Laidlaw Environmental
Services, Inc.
Exhibit 8 Text of November 4, 1997 letter from Laidlaw Environmental Services,
Inc.
Exhibit 9 Text of November 13, 1997 letter from Laidlaw Environmental
Services, Inc.
Exhibit 10 Complaint filed by Safety-Kleen Corp. v. Laidlaw Environmental
Services, Inc. (dated November 17, 1997, United States District
Court for the Northern District of Illinois Eastern Division).
Exhibit 11 Opinion of William Blair & Company L.L.C., dated November 20, 1997.
Exhibit 12 Text of November 20, 1997 letter from Laidlaw Environmental
Services, Inc.
Exhibit 13 Verified Answer, Affirmative Defenses, and Counterclaim filed by
Laidlaw Environmental Services, Inc. v. Safety-Kleen Corp., et. al.
(dated November 24, 1997, United States District Court for the
Northern District of Illinois Eastern Division).
Exhibit 14 Opinion of William Blair & Company L.L.C., dated December 20, 1997.
Exhibit 15 Complaint filed by William Steiner against Donald W. Brinckman, et
al. (dated November 4, 1997, Circuit Court of Cook County, Illinois
County Department, Chancery Division).
Exhibit 16 Complaint filed by Josh Kaplan against Donald W. Brinckman, et al.
(dated November 5, 1997, Circuit Court of Cook County, Illinois
County Department, Chancery Division).
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Exhibit No. Description
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Exhibit 17 Complaint filed by Gershon Knoll against Richard T. Farmer, et al.
(dated November 5, 1997, Circuit Court of Cook County, Illinois
County Department, Chancery Division).
Exhibit 18 Complaint filed by Larry Hanon against Safety-Kleen Corp. et al.,
(dated November 5, 1997, Circuit Court of Cook County, Illinois
County Department, Chancery Division).
Exhibit 19 Complaint filed by Robin Fernhoff against Safety-Kleen Corp., et
al. (dated November 6, 1997, Circuit Court of Cook County,
Illinois County Department, Chancery Division).
Exhibit 20 Complaint filed by Epstein Family Trust against Safety-Kleen
Corp., et al. (dated November 12, 1997, Circuit Court of Cook
County, Illinois County Department, Chancery Division).
Exhibit 21 Complaint filed by David Steinberg against Safety-Kleen Corp., et
al. (dated December 5, 1997, Circuit Court of Cook County,
Illinois County Department, Chancery Division).
Exhibit 22 Press Release issued by Safety-Kleen Corp., dated January 8, 1998.
Exhibit 23 Press Release issued by Safety-Kleen Corp., dated January 9, 1998.
Exhibit 24 Definitive Additional Materials.
Exhibit 25 Press Release issued by Safety-Kleen Corp., dated January 15,
1998.
Exhibit 26 Definitive Additional Materials.
Exhibit 27 Definitive Additional Materials.
Exhibit 28 Definitive Additional Materials.
Exhibit 29 Press Release issued by Safety-Kleen Corp., dated January 27,
1998.
Exhibit 30 Press Release issued by Safety-Kleen Corp., dated February 4,
1998.
Exhibit 31 Letter to Shareholders of Safety-Kleen Corp., 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.
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*Filed herewith.
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Exhibit 35
SAFETY-KLEEN CORP. LETTERHEAD
February 12, 1998
Dear Safety-Kleen Shareholder:
The special meeting of shareholders to vote on SK Parent's $27 all-cash offer
(the "SK Parent merger") was adjourned until February 25 to allow all
shareholders additional time to consider recent developments. If you haven't
already voted, I urge you to do so NOW. Your vote FOR the SK Parent merger is
needed to help ensure the two-thirds shareholder vote required for the merger.
Your Board of Directors is convinced that the SK Parent $27 all-cash offer is
preferable to Laidlaw Environmental's ("LLE") latest unsolicited part
stock/part cash offer and your Board remains committed to the SK Parent merger.
Consider these points:
. While LLE's latest offer increased the cash component, the total value is
still significantly affected by the value of its stock.
. The LLE offer calls for up to an additional 162 million shares of LLE stock
to be issued. When these new shares begin to trade, significant downward
pressure on the LLE stock price could diminish the value of your
investment.
. The combined company would be highly leveraged with a debt-to-capital ratio
of more than 70 percent.
Laidlaw Environmental's Offer May Be a Good Deal for Laidlaw Inc... But Is It A
Good Deal For You?
Don't assume any of the risks of LLE's part-stock/part-cash offer. The SK Parent
merger agreement provides for $27 all-cash and involves no business or other
risks associated with stock ownership to Safety-Kleen shareholders.
. LLE's business of dumping hazardous wastes in landfills and burning in
incinerators creates long-term environmental risks.
. LLE's offer would allow Laidlaw Inc. to reduce its percentage ownership of
LLE and deconsolidate it from Laidlaw Inc.'s balance sheet.
. LLE has stated that, if it merges with Safety-Kleen, there "can be no
assurance" that it "will be able to provide the required environmental
financial assurances without increased cost or at all."
. If the LLE offer were consummated, Safety-Kleen shareholders would own a
substantial portion of the highly-leveraged combined company, including
LLE's environmental liabilities and debts of $2.3 billion.
The operations of Safety-Kleen's and LLE's businesses are dramatically
different, and we are convinced LLE cannot achieve the cost savings and
synergies necessary to avoid earnings dilution without significant damage to
Safety-Kleen's business.
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The operations of Safety-Kleen's and LLE's businesses are dramatically
different, and we are convinced LLE cannot achieve the cost savings and
synergies necessary to avoid earnings dilution without significant damage to
Safety-Kleen's business.
. LLE has a base of 18,000 mid- to large-sized customers compared with Safety-
Kleen's nearly 400,000 customers consisting primarily of smaller-quantity
generators.
. There is little overlap between Safety-Kleen's service business and LLE's
landfill and incineration business.
. We are convinced that LLE cannot achieve more than approximately $28 million
in synergies without a significant reduction in service quality, revenue and
profit. This is nowhere near the $100 million to $130 million that LLE
claims.
You Have A Valuable Investment - Protect It!
The principals of SK Parent are committed to the merger with Safety-Kleen. Your
vote FOR the SK Parent merger is needed NOW to help ensure that the merger is
completed. NOT VOTING IS THE SAME AS VOTING NO.
I urge you to vote for the SK Parent merger by signing, dating and promptly
mailing the GOLD-STRIPED card. Do this even if you are planning to attend the
special meeting.
Sincerely,
Donald W. Brinckman
Chairman of the Board
You can learn more about the Board's concerns in Safety-Kleen's proxy statement
and proxy supplement sent to shareholders. If you have questions, or need
additional information, please call our proxy solicitor, ChaseMellon at 888-224-
2734; OR you can fax your proxy to ChaseMellon at 212-273-8183 or 212-273-8184.
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