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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 4
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)
________________
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 and January
14, 1998 (as amended, the "Schedule 14D-9"), with respect to the exchange offer
made by LES Acquisition, Inc., a wholly-owned subsidiary of Laidlaw
Environmental Services, Inc., for all of the outstanding Shares. Capitalized
terms not defined herein have the meanings assigned thereto in the Schedule
14D-9.
Item 8. Additional Information to be Furnished.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding
the following text at the end thereof:
On January 15, 1998, Safety-Kleen issued a press release, a copy of which
is attached hereto as Exhibit 25 and is incorporated herein by reference,
announcing that results show shareholders at a special meeting held on January 9
approved a proposal under a provision of Wisconsin law to permit LLE to vote
with one vote per share all Shares held or acquired by LLE or its subsidiaries.
The foregoing summary description is qualified in its entirety by reference to
Exhibit 25.
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 25 Press Release issued by Safety-Kleen Corp., dated January 15,
1998.
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SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
SAFETY-KLEEN CORP.
By: /s/ Donald W. Brinckman
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Name: Donald W. Brinckman
Title: Chairman and Chief Executive Officer
Dated: January 15, 1998
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EXHIBIT INDEX
Except as noted below, the following Exhibits have been previously filed in
connection with this Statement.
Exhibit No. Description
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Exhibit 1 Excerpts from Safety-Kleen's Proxy Statement, dated March 28, 1997,
relating to Safety-Kleen's 1997 Annual Meeting of Shareholders.
Exhibit 2 Share Ownership of Certain Beneficial Owners and Management.
Exhibit 3 Agreement and Plan of Merger, dated as of November 20, 1997, by and
among SK Parent Corp., SK Acquisition Corp. and Safety-Kleen Corp.
Exhibit 4 Form of Change of Control Severance Agreement.
Exhibit 5 Letter to Shareholders of Safety-Kleen, dated January 6, 1998.
Exhibit 6 Press Release issued by Safety-Kleen Corp., dated December 22, 1997.
Exhibit 7 Text of September 24, 1997 letter from Laidlaw Environmental
Services, Inc.
Exhibit 8 Text of November 4, 1997 letter from Laidlaw Environmental Services,
Inc.
Exhibit 9 Text of November 13, 1997 letter from Laidlaw Environmental
Services, Inc.
Exhibit 10 Complaint filed by Safety-Kleen Corp. v. Laidlaw Environmental
Services, Inc. (dated November 17, 1997, United States District
Court for the Northern District of Illinois Eastern Division)
Exhibit 11 Opinion of William Blair & Company L.L.C., dated November 20, 1997
Exhibit 12 Text of November 20, 1997 letter from Laidlaw Environmental
Services, Inc.
Exhibit 13 Verified Answer, Affirmative Defenses, and Counterclaim filed by
Laidlaw Environmental Services, Inc. v. Safety-Kleen Corp., et. al.
(dated November 24, 1997, United States District Court for the
Northern District of Illinois Eastern Division)
Exhibit 14 Opinion of William Blair & Company L.L.C., dated December 20, 1997
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Exhibit No. Description
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Exhibit 15 Complaint filed by William Steiner against Donald W. Brinckman,
et al. (dated November 4, 1997, Circuit Court of Cook County,
Illinois County Department, Chancery Division).
Exhibit 16 Complaint filed by Josh Kaplan against Donald W. Brinckman, et
al. (dated November 5, 1997, Circuit Court of Cook County,
Illinois County Department, Chancery Division).
Exhibit 17 Complaint filed by Gershon Knoll against Richard T. Farmer, et
al. (dated November 5, 1997, Circuit Court of Cook County,
Illinois County Department, Chancery Division).
Exhibit 18 Complaint filed by Larry Hanon against Safety-Kleen Corp. et al.,
(dated November 5, 1997, Circuit Court of Cook County, Illinois
County Department, Chancery Division).
Exhibit 19 Complaint filed by Robin Fernhoff against Safety-Kleen Corp., et
al. (dated November 6, 1997, Circuit Court of Cook County,
Illinois County Department, Chancery Division).
Exhibit 20 Complaint filed by Epstein Family Trust against Safety-Kleen
Corp., et al. (dated November 12, 1997, Circuit Court of Cook
County, Illinois County Department, Chancery Division).
Exhibit 21 Complaint filed by David Steinberg against Safety-Kleen Corp., et
al. (dated December 5, 1997, Circuit Court of Cook County,
Illinois County Department, Chancery Division).
Exhibit 22 Press Release issued by Safety-Kleen Corp., dated January 8,
1998.
Exhibit 23 Press Release issued by Safety-Kleen Corp., dated January 9, 1998
Exhibit 24 Definitive Additional Materials
Exhibit 25* Press Release issued by Safety-Kleen Corp. dated January 15, 1998
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*Filed herewith.
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EXHIBIT 25
FOR IMMEDIATE RELEASE CONTACT: MAUREEN FISK
THURSDAY, JANUARY 15, 1998 847-468-2452
SAFETY-KLEEN RELEASES VOTING RESULTS
ELGIN, Ill. - January 15 - Safety-Kleen Corp. (SK-NYSE) today said results
show shareholders at a special meeting on January 9 approved a proposal under a
provision of Wisconsin law to permit Laidlaw Environmental Services to vote with
one vote per share all shares of Safety-Kleen stock held or acquired by Laidlaw
or its subsidiaries.
As reported by CT Corporation System, the inspectors of election, the
proposal received the votes of 64 percent of the total shares outstanding.
The Safety-Kleen Board did not take a position for or against the proposal
and did not solicit proxies. Laidlaw Environmental currently owns 1 percent of
Safety-Kleen shares.
The vote does not affect Safety-Kleen's shareholder rights plan nor does it
affect Safety-Kleen's definitive agreement to merge the Company with SK Parent
Corp., a new company formed by Philip Services Corp. and affiliates of Apollo
Management L.P. and Blackstone Management Partners III L.L.C. If approved,
Safety-Kleen shareholders will receive $27 all cash per share. The Safety-Kleen
Board of Directors has recommended that shareholders approve the merger at a
special shareholders meeting to be held on February 11, 1998.
Safety-Kleen is an environmental and industrial service company dedicated
to helping nearly 40,000 industrial and automotive businesses recycle and
process their waste streams.
