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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
Amendment No. 7
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 and January 21, 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 28 Definitive Additional Materials.
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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: January 26, 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
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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.
Exhibit 26 Definitive Additional Materials.
Exhibit 27 Definitive Additional Materials.
Exhibit 28* Definitive Additional Materials.
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*Filed herewith.
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Exhibit 99.28
[SAFETY-KLEEN CORP. LOGO]
January 23, 1998
Dear Safety-Kleen Shareholder:
On February 11, you get to decide -- $27 cash per share or the uncertainty
of LLE's deal of an unknown value. Which would YOU rather have?
THE PHILIP MERGER OFFERS THE LLE PROPOSAL OFFERS
SAFETY-KLEEN SHAREHOLDERS: SAFETY-KLEEN SHAREHOLDERS:
NO STOCK LLE STOCK OF UNCERTAIN VALUE
$27 CASH PER SHARE $13.83 CASH/1/
NO STOCK OWNERSHIP RISKS RISKS OF BEING A SHAREHOLDER IN LLE
If the LLE offer is consummated, up to an additional 202 million shares of
LLE stock would be issued. Flooding the market with these new shares could
cause significant downward pressure on LLE's stock price and diminish the
value of your investment.
ASK YOURSELF: IS LAIDLAW ACTING IN YOUR BEST INTERESTS?
LLE says they're acting in your interest. But, what's in the interest of
LLE's parent, Laidlaw Inc., may not be in the best interest of Safety-Kleen
shareholders. LLE's offer would allow Laidlaw Inc. to reduce its percentage
ownership of LLE and deconsolidate it from Laidlaw Inc.'s balance sheet:
. LLE's business of dumping hazardous wastes in landfills and burning in
incinerators creates tremendous long-term environmental risks.
. If the LLE offer is consummated, Safety-Kleen shareholders could end up
owning more than half the combined company, including the risks of LLE's
liabilities.
We strongly believe that Safety-Kleen's and LLE's businesses have
incompatible operating philosophies: Safety-Kleen's business is based on
recycling and recovering waste streams for 400,000 customers. LLE's business
is based on dumping in landfills and burning in incinerators. We do not
believe LLE can achieve even one half of the synergies needed to make the
combination accretive to earnings per share of the LLE stock that would be
received by Safety-Kleen shareholders.
VOTE FOR FULL VALUE
Your Board of Directors has secured a strong all-cash offer, which it
believes maximizes value for you. The Philip merger represents a 52 percent
premium over the price of your stock prior to August 8, 1997, the day your
company announced it was exploring strategic options. If you do not vote yes
on February 11, this opportunity may be lost with no guarantee of an
alternative offer of the same value or in the same time frame.
DON'T WASTE YOUR VOTE. NOT VOTING IS THE SAME AS VOTING AGAINST RECEIVING
$27 PER SHARE IN CASH. We urge you to sign, date and return the enclosed GOLD
STRIPED proxy card FOR the Philip merger.
Sincerely,
/s/ Donald W. Brinckman
Donald W. Brinckman
Chairman of the Board
If you have questions, or need additional information, please call our proxy
solicitor, Chase Mellon at 888-224-2734.
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/1/ After LLE deducts Merger Agreement termination fees if it loses its lawsuit
challenging such fees.
