SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
Amendment No. 2
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 and amended on January 9, 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 9, 1998, Safety-Kleen issued a press release, a copy of which is
attached hereto as Exhibit 23 and is incorporated herein by reference,
announcing that a preliminary estimate of votes at a special meeting of
shareholders indicated that shareholders have approved a proposal under a
provision of Wisconsin law to permit LLE to vote with one vote per share all
Shares held or acquired by LLE or its subsidiaries. The foregoing summary
description is qualified in its entirety by reference to Exhibit 23.
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 23 Press Release issued by Safety-Kleen Corp., dated January 9,
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
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Name: Donald W. Brinckman
Title: Chairman and Chief Executive Officer
Dated: January 9, 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
- ----------- ------------------------------------------------------------
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
- ----------- ------------------------------------------------------------
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
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*Filed herewith.
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