SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________ Amendment No. 1 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 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 (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 8, 1998, Safety-Kleen issued a press release, a copy of which is attached hereto as Exhibit 22 and is incorporated herein by reference, announcing that it was commencing mailing of its definitive proxy statement with respect to its solicitation of proxies to approve the Philip Merger Agreement. The foregoing summary description is qualified in its entirety by reference to Exhibit 22. 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 22 Press Release issued by Safety-Kleen Corp., dated January 8, 1998. 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: January 8, 1998 -2- EXHIBIT INDEX Except as noted below, the following Exhibits have been previously filed in connection with this Statement. Exhibit No. Description - ----------- ---------------------------------------------------------------- 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 -3- Exhibit No. Description - ----------- ---------------------------------------------------------------- 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. ____________ *Filed herewith. -4-