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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
Amendment No. 6
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 and January 20, 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 27 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 20, 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.
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*Filed herewith.
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EXHIBIT 99.27
TO ALL SAFETY-KLEEN SHAREHOLDERS:
SOME FACTS ABOUT THE LAIDLAW ENVIRONMENTAL (LLE) OFFER
--IS LLE'S STOCK AS GOOD AS CASH?
IT IS NOT
--LLE CLAIMS IT WILL REALIZE OVER $100 MILLION IN SYNERGIES
IT WILL NOT
--LLE CLAIMS IT WANTS TO BUY SAFETY-KLEEN
THE FACT IS, S-K SHAREHOLDERS COULD OWN THE MAJORITY OF LLE.
The value of the stock portion of LLE's proposal is dependent on its stock
trading above $4.29 per share. As of January 15, the stock traded below the
collar price stated in LLE's proposal for five consecutive trading days. In
addition, shareholders will not receive $15.00 cash per share. LLE will deduct
fees which will reduce the cash portion to $13.83 per share. THE VALUE OF
LLE'S OFFER IS UNKNOWN.
Laidlaw estimates that it will achieve synergies with Safety-Kleen of $100-
130 million. We do not believe it can achieve even $50 million of synergies
without a significant reduction in services, revenue and profit. LLE'S FAILURE
TO ACHIEVE ITS SYNERGY ESTIMATES WILL HAVE A CONSIDERABLE DILUTIVE IMPACT ON
EARNINGS.
Up to 202 million additional shares could be issued in the transaction. CAN
THE MARKET ABSORB SUCH A MASSIVE ISSUANCE WITHOUT DRIVING DOWN THE SHARE PRICE
AND THE VALUE OF YOUR INVESTMENT? Safety-Kleen shareholders may end up owning
more than half of the combined entities and Laidlaw Inc., the parent of LLE,
will achieve its objective of deconsolidating Laidlaw Environmental from its
balance sheet.
LAIDLAW ENVIRONMENTAL IS ASKING YOU TO TURN DOWN AN ALL-CASH OFFER OF $27
PER SHARE, IN FAVOR OF AN UNCERTAIN DEAL OF UNKNOWN VALUE.
THE CHOICE IS CLEAR.
VOTE FOR CASH.
VOTE THE GOLD-STRIPED PROXY CARD FOR THE PHILIP MERGER.
[LOGO OF SAFETY-KLEEN]
IMPORTANT
IF YOU HAVE QUESTIONS, OR NEED ADDITIONAL INFORMATION, PLEASE CONTACT
CHASEMELLON TOLL-FREE AT 888-224-2734.
