<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
Amendment No. 22
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
<PAGE>
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, February 17, 1998, February 17, 1998, February 19, 1998,
February 23, 1998, February 23, 1998, February 24, 1998, February 26, 1998,
March 2, 1998 and March 3, 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 thereto:
On March 5, 1998, Safety-Kleen issued the press release which is
attached hereto as Exhibit 49 and is incorporated herein by reference.
On March 5, 1998, SK Parent Corp. issued the press release which is
attached hereto as Exhibit 50 and is incorporated herein by reference.
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 49 Press Release issued by Safety-Kleen Corp, dated March 5, 1998.
Exhibit 50 Press Release issued by SK Parent Corp., dated March 5, 1998.
Exhibit 51 Definitive Additional Materials
<PAGE>
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
-------------------------------------------------
Name: Donald W. Brinckman
Title: Chairman and Chief Executive Officer
Dated: March 5, 1998
-2-
<PAGE>
EXHIBIT INDEX
Except as noted below, the following Exhibits have been previously filed in
connection with this Statement.
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- ----------------------------------------------------------------
<S> <C>
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).
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- ----------------------------------------------------------------
<S> <C>
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.
</TABLE>
-4-
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- ----------------------------------------------------------------
<S> <C>
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.
Exhibit 38 Press Release issued by Safety-Kleen Corp., dated February 18,
1998.
Exhibit 39 Press Release issued by Philip Services Corp., dated February
20, 1998.
Exhibit 40 Press Release issued by SK Parent Corp. dated February 20, 1998.
Exhibit 41 Press Release issued by Safety-Kleen Corp., dated February 20,
1998.
Exhibit 42 Definitive Additional Materials.
Exhibit 43 Press Release issued by SK Parent Corp., dated February 23,
1998.
Exhibit 44 Press Release issued by Safety-Kleen Corp., dated February 25,
1998.
Exhibit 45 Press Release issued by Safety-Kleen Corp., dated February 25,
1998.
Exhibit 46 Press Release issued by Philip Services Corp., dated February
26, 1998.
Exhibit 47 Letter to Shareholders of Safety-Kleen Corp., dated February 27,
1998.
Exhibit 48 Press Release issued by Safety-Kleen Corp., dated March 2, 1998.
Exhibit 49* Press Release issued by Safety-Kleen Corp., dated March 5, 1998.
Exhibit 50* Press Release issued by SK Parent Corp., dated March 5, 1998.
Exhibit 51* Definitive Additional Materials
</TABLE>
____________
*Filed herewith.
-5-
<PAGE>
EXHIBIT 49
SAFETY-KLEEN COMMENTS ON PHILIP SERVICES CORP.
ANNOUNCEMENT ON FINANCING COMMITMENT
ELGIN, Ill. - March 5, 1998 - Safety-Kleen Corp. (NYSE:SK) today said it
believes that concerns about the financing for SK Parent Corp.'s $27 per share
all-cash merger agreement with Safety-Kleen are effectively addressed by Philip
Services Corp.'s announcement and the announcement by SK Parent Corp. After
giving consideration to Philip's release of its year-end results and copper
inventory discrepancy, Philip's lender confirmed that nothing has come to its
attention to date that would cause it not to advance funds.
On February 20, Philip announced that it had obtained a financing
commitment from CIBC Capital Partners, a division of Canadian Imperial Bank of
Commerce ("CIBC") to underwrite a $210 million secured subordinated debt
facility. The purpose of the facility is to finance Philip's $200 million
equity contribution to SK Parent Corp. and to pay certain related fees and
expenses in connection with the merger agreement.
Donald W. Brinckman, Safety-Kleen Chairman of the Board and Chief Executive
Officer, said, "Philip's announcement today, coupled with that of SK Parent
Corp. should alleviate concerns about the financing for SK Parent's $27 per
share all-cash offer. Philip has addressed its difficulties and what matters for
the SK Parent transaction is Philip's confirmation that it is in compliance with
the terms of its financing arrangements and the statement of CIBC.
"Subject to receiving votes for the $27 per share all-cash merger agreement
from holders of two-thirds of Safety-Kleen shares at the shareholders meeting on
March 9, we expect that we can conclude this transaction and that shareholders
will receive their money promptly after the vote is certified."
Brinckman further noted that according to information disclosed by Laidlaw
Environmental, the number of shares tendered to Laidlaw Environmental as of
March 4 had declined by approximately 13 million shares since February 13,
evidencing that Laidlaw no longer has tenders from a majority of Safety-Kleen
shareholders, and that tenders to Laidlaw have, in fact, dropped to
approximately 31.4 percent. The closing of Laidlaw Environmental's tender offer
is subject to a condition that two-thirds of Safety-Kleen's shares be tendered.
Tendering shareholders can also vote in favor of the SK Parent merger.
Safety-Kleen is an environmental and industrial service company dedicated
to helping nearly 400,000 industrial and automotive customers recycle and
process their waste streams.
###
<PAGE>
EXHIBIT 50
SK Parent Corp. Confirms Financing for Philip Services'
Contribution in Place to Complete Safety-Kleen Acquisition
NEW YORK--(BUSINESS WIRE)--March 5, 1998--SK Parent Corp., a company owned
equally by Philip Services Corp. (NYSE: PHV), affiliates of Apollo Management,
L.P. and affiliates of The Blackstone Group, today confirmed that CIBC Capital
Partners, a division of the Canadian Imperial Bank of Commerce [NYSE:BCM], had
reaffirmed its commitment to finance Philip's $200 million equity contribution
to SK Parent. SK Parent has offered to acquire all shares of Safety-Kleen Corp.
(NYSE:SK) for $27 per share in cash.
Philip, Apollo and Blackstone have each committed to contribute $200 million in
cash to SK Parent as equity. Apollo and Blackstone's respective $200 million
equity commitments are also in place. To finance the remaining portion of the
offer, SK Parent will borrow under a $1.5 billion credit facility that is fully
underwritten by The Chase Manhattan Bank and Canadian Imperial Bank of Commerce.
That facility has been fully syndicated.
On February 9, 1998, Safety-Kleen's Board of Directors reaffirmed its
recommendation that Safety-Kleen shareholders vote in favor of the SK Parent
merger. A special meeting of Safety-Kleen shareholders to vote on the merger
agreement with SK Parent is scheduled for March 9, 1998. SK Parent intends to
consummate the merger as soon as practicable after the certification of a
favorable vote of Safety-Kleen shareholders.
Philip Services is a fully integrated resource recovery and industrial services
company, with operations throughout the United States, Canada and the United
Kingdom. Philip provides steel, copper and aluminum processing and recovery
services, together with diversified industrial out-sourcing services, to all
major industry sectors.
Apollo Management is a private merchant banking firm with in excess of $5
billion of assets under management that specializes in private equity and debt
transactions. The Blackstone Group is a private investment bank, affiliates of
which sponsor corporate private equity and real estate funds with aggregate
commitments of $5 billion.
<PAGE>
EXHIBIT 51
Jane A. Sample
Churchill Communications Corp.
Sample Mailgram
123 Main Street
Anywhere, NY 12345-1234
March 5, 1998
Dear Safety-Kleen Shareholder:
YOUR VOTE IS CRITICAL
The meeting of Safety-Kleen shareholders to approve SK Parent Corp.'s $27
per share all-cash merger is only THREE DAYS AWAY, and your vote FOR the merger
is needed.
You must act NOW to obtain the $27 per share value for your Safety-Kleen
shares. Your vote FOR the SK Parent Corp. merger is a vote for a transaction
that locks in your money without any of the stock ownership risks associated
with the alternative part-stock/part-cash offer.
Remember: On August 7, the day before your Board of Directors initiated its
process to maximize shareholder value, Safety-Kleen shares closed at $17.81. SK
Parent's $27 per share all-cash merger offer represents a 52 PERCENT INCREASE IN
VALUE since then.
For you to receive $27 in cash for your Safety-Kleen shares, we need
holders of two thirds of Safety-Kleen shares to vote FOR the SK Parent Corp.
merger. We expect that subject to receiving that vote, we will conclude this
transaction and shareholders will receive their money promptly after the vote is
certified.
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF THE COMPANY
ARE AVAILABLE TO ASSIST YOU NOW
INSTRUCTIONS
1. Call toll-free 1-800-437-7699 between 8:00 a.m. and 12:00 midnight eastern
time.
2. Tell the operator that you wish to send a collect ProxyGram to ID No. 8042,
Safety-Kleen Corp.
3. State your name, address and telephone number.
4. State the bank or broker at which your shares are held and your control
number as shown below:
Name: <NA.1>
Broker: <Broker>
Control number: <ControlNum>
Number of shares: <NumShares>
The Board of Directors recommends a vote FOR proposal 1.
1. Approve the Agreement and Plan of Merger dated as of November 20, 1997,
which provides for the merger of SK Acquisition Corp., a wholly-owned subsidiary
of SK Parent Corp., with and into Safety-Kleen.
( ) FOR ( ) AGAINST ( ) ABSTAIN
