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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 14
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
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SAFETY-KLEEN CORP.
(Name of Subject Company)
SAFETY-KLEEN CORP.
(Names of Person(s) Filing Statement)
Common Stock, Par Value $0.10 Per Share
(Including the Associated Common Share Purchase Rights)
(Title of Class of Securities)
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)
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With a copy to:
DENNIS N. NEWMAN, ESQ.
Sonnenschein Nath & Rosenthal
Sears Tower
Chicago, Illinois 60606
(312) 876-8000
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INTRODUCTION
Safety-Kleen Corp. ("Safety-Kleen") hereby amends and supplements its
Solicitation/Recommendation Statement on Schedule 14D-9, as amended and restated
at January 6, 1998 and amended 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, February 11, 1998,
February 13, 1998 and February 17, 1998 (as amended, the "Schedule 14D-9"), with
respect to the exchange offer made by LES Acquisition, Inc., a wholly-owned
subsidiary of Laidlaw Environmental Services, Inc., for all of the outstanding
Shares. Capitalized terms not defined herein have the meanings assigned thereto
in the Schedule 14D-9.
Item 8. Additional Information to be Furnished.
On February 16, 1998, LLE announced that 31.5 million Shares had been
tendered under the Amended LLE Offer. LLE stated that this, together with the
601,100 Shares already owned by LLE, represents 54.2% of the outstanding
Shares. LLE also announced that the Amended LLE Offer has been extended until
5:00 p.m. New York City time on February 19, 1998.
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 37 Press Release issued by Safety-Kleen Corp., dated February 16,
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 16, 1998
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EXHIBIT INDEX
Except as noted below, the following Exhibits have been previously filed in
connection with this Statement.
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Exhibit No. Description
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Exhibit 1 Excerpts from Safety-Kleen's Proxy Statement, dated March 28, 1997,
relating to Safety-Kleen's 1997 Annual Meeting of Shareholders.
Exhibit 2 Share Ownership of Certain Beneficial Owners and Management.
Exhibit 3 Agreement and Plan of Merger, dated as of November 20, 1997, by and
among SK Parent Corp., SK Acquisition Corp. and Safety-Kleen Corp.
Exhibit 4 Form of Change of Control Severance Agreement.
Exhibit 5 Letter to Shareholders of Safety-Kleen, dated January 6, 1998.
Exhibit 6 Press Release issued by Safety-Kleen Corp., dated December 22, 1997.
Exhibit 7 Text of September 24, 1997 letter from Laidlaw Environmental
Services, Inc.
Exhibit 8 Text of November 4, 1997 letter from Laidlaw Environmental Services,
Inc.
Exhibit 9 Text of November 13, 1997 letter from Laidlaw Environmental
Services, Inc.
Exhibit 10 Complaint filed by Safety-Kleen Corp. v. Laidlaw Environmental
Services, Inc. (dated November 17, 1997, United States District
Court for the Northern District of Illinois Eastern Division).
Exhibit 11 Opinion of William Blair & Company L.L.C., dated November 20, 1997.
Exhibit 12 Text of November 20, 1997 letter from Laidlaw Environmental
Services, Inc.
Exhibit 13 Verified Answer, Affirmative Defenses, and Counterclaim filed by
Laidlaw Environmental Services, Inc. v. Safety-Kleen Corp., et. al.
(dated November 24, 1997, United States District Court for the
Northern District of Illinois Eastern Division).
Exhibit 14 Opinion of William Blair & Company L.L.C., dated December 20, 1997.
Exhibit 15 Complaint filed by William Steiner against Donald W. Brinckman, et
al. (dated November 4, 1997, Circuit Court of Cook County, Illinois
County Department, Chancery Division).
Exhibit 16 Complaint filed by Josh Kaplan against Donald W. Brinckman, et al.
(dated November 5, 1997, Circuit Court of Cook County, Illinois
County Department, Chancery Division).
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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.
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Exhibit No. Description
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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.
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*Filed herewith.
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EXHIBIT 99.37
[SAFETY-KLEEN LETTERHEAD]
FOR IMMEDIATE RELEASE Contact: Maureen Fisk
847/468-2452
SAFETY-KLEEN CORP. COMMENTS ON EXTENSION OF
TENDER OFFER BY LAIDLAW ENVIRONMENTAL
February 16, 1998 - Elgin, Illinois -- Safety-Kleen Corp. (SK:NYSE) today
released the following statement from Donald W. Brinckman, Chairman and Chief
Executive Officer, regarding the extension of Laidlaw Environmental's
unsolicited tender offer for Safety-Kleen Corp.
"We are not surprised by Laidlaw's announcement. We expected them to
extend the offer, just as we expected them to try to claim some significance
for the number of shares they claim were tendered," Brinckman stated.
"However," Brinckman added, "it is important to put Laidlaw's announcement
into perspective. Laidlaw is not purchasing any shares since the conditions of
their offer have not been satisfied or waived. Nor does it mean that those
shareholders who tendered shares do not support SK Parent Corp.'s $27 per share
all-cash offer for Safety-Kleen. Shareholders who tender shares can also return
proxies voting in favor of the SK Parent offer at the February 25 special
meeting of shareholders."
"As for extending the offer, if Laidlaw intends to continue its hostile
offer, it had no other choice. The Laidlaw offer is still apparently
unacceptable to a significant portion of Safety-Kleen's shareholders."
"The Safety-Kleen Board remains convinced that SK Parent's $27 per share
all cash offer is preferable to Laidlaw's part stock/part cash offer. We once
again urge Safety-Kleen shareholders not to tender their shares to Laidlaw. To
those who may have already tendered, we strongly recommend that they withdraw
their shares now," Brinckman concluded.
Safety-Kleen is an industrial and environmental service company dedicated
to helping nearly 400,000 automotive and industrial businesses recycle and
process their waste streams.
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