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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
Amendment No. 20
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, 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 and February 26, 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 February 26, 1998, LLE announced that it has further extended the
Amended LLE Offer to 12:00 p.m., midnight, New York City time on Monday,
March 9, 1998. In addition, upon initiation of LLE, the Federal District
Court for the Northern District of Illinois will hear argument of counsel
on Monday, March 2, 1998, to determine whether to set a hearing on LLE's
new motion challenging Safety-Kleen's ability to leave the Rights Agreement
in place with respect to the Amended LLE Offer.
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 47 Letter to Shareholders, dated February 27, 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 27, 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.
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.
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.
____________
*Filed herewith.
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EXHIBIT 47
LOGO
February 27, 1998
Dear Safety-Kleen Shareholder:
By this letter, we wanted to update you on the status of the special
meeting. As we previously announced, Safety-Kleen has adjourned its special
meeting of shareholders scheduled to be held at 3:00 p.m., February 25, 1998,
until Monday, March 9, 1998, at 3:00 p.m. at The Elgin Community College
Business Conference Center, to allow shareholders the opportunity to cast a
fully informed vote on Safety-Kleen's Merger Agreement with SK Parent Corp., a
company owned equally by Philip Services Corp., affiliates of Apollo
Management L.P. and affiliates of the Blackstone Group.
In reaching its determination to adjourn the special meeting, the Board of
Directors considered the fact that the approval of the Merger Agreement
requires the affirmative vote of two-thirds of the outstanding shares, which
is a very high hurdle, as well as concerns communicated by many shareholders
that the audited financial statements of Philip Services Corp., a principal of
SK Parent Corp., will not be issued until March 4, 1998. The Board also
considered the desirability of allowing additional time to permit all
shareholders to cast a fully informed vote on the Merger. As a result of this
timing, a number of shareholders requested that the special meeting be
adjourned to eliminate uncertainty surrounding the possible effect of Philip's
financial audit on Philip's financing for the Merger. The bank commitment for
that financing includes the customary condition that there be no material
adverse change in the assets, business or affairs of Philip or Safety-Kleen
since the February 19, 1998 date of the commitment.
You should also know that, upon initiation of Laidlaw Environmental, the
Federal District Court for the Northern District of Illinois will hear
arguments of counsel on Monday, March 2, 1998, to determine whether to set a
hearing on Laidlaw Environmental's new motion challenging Safety-Kleen's
ability to leave its Rights Agreement, or poison pill, in place with respect
to Laidlaw Environmental's current exchange offer. Laidlaw Environmental has
also announced that it has extended its exchange offer until March 9, 1998.
In order to clarify some apparent confusion, we want to advise you that
Safety-Kleen has not received the required vote of two-thirds of all
outstanding shares required to approve the Merger. Both Safety-Kleen and
Laidlaw Environmental are continuing to solicit proxies, and proxies can be
revoked (by delivery of later proxies to Safety-Kleen or Laidlaw Environmental
or by attending and voting at the special meeting) at any time until the vote
is taken at the special meeting. The results of the solicitation therefore
remain to be determined.
We appreciate shareholders' continued support of the $27 per share all cash
SK Parent Corp. Merger Agreement, and all parties associated with this offer
remain fully committed to consummating this deal. Regardless of how many
shares you own, your vote is extremely important. FAILURE TO VOTE IS THE SAME
AS VOTING NO. I urge you to vote FOR the SK Parent $27 per share all-cash
offer by signing, dating and promptly mailing the enclosed GOLD-STRIPED proxy
card. Even if you have already sent in another card, sign and date and return
the GOLD-STRIPED proxy card. Only your latest signed and dated proxy card
counts. Do not sign any proxy card sent to you by Laidlaw Environmental. Sign
and date and return the GOLD-STRIPED proxy card even if you plan to attend the
March 9 special meeting.
Sincerely,
LOGO
Donald W. Brinckman
Chairman of the Board
If you have questions, or need additional information, please call our proxy
solicitor, ChaseMellon, at 888-224-2734, OR you can fax your proxy to
ChaseMellon at 212-273-8183 or 212-273-8184.
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IMPORTANT NOTICES
Your vote is important. Please complete, date, sign and promptly return the
accompanying Gold-Striped Proxy in the return envelope which has been
provided. No postage is necessary if mailed in the United States. Any person
giving a proxy has the power to revoke it prior to the special meeting. Voting
your shares by proxy does not prevent you from voting your shares in person
should you decide to attend the special meeting.
Your Board of Directors recommends that you do not complete or send in the
Green-Striped Proxy from Laidlaw Environmental Services, Inc. If you have
already done so, you may revoke the Green-Striped Proxy by completing and
returning the Gold-Striped Proxy in the enclosed return envelope. Only your
latest dated properly executed proxy will be counted. Those shareholders who
have tendered their shares to Laidlaw Environmental can still vote those
shares by completing and returning the Gold-Striped Proxy.
