-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J+QpPmp1xTe5UlCZLzyW3lgVikT2H9RvIUls6NPy20sy9xTj5z7fkftGixE84X3p rfTrEObb233Sw8nzxVGEAw== 0000950131-98-000081.txt : 19980112 0000950131-98-000081.hdr.sgml : 19980112 ACCESSION NUMBER: 0000950131-98-000081 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980109 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SAFETY KLEEN CORP CENTRAL INDEX KEY: 0000086135 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 396090019 STATE OF INCORPORATION: WI FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: SEC FILE NUMBER: 005-33359 FILM NUMBER: 98503266 BUSINESS ADDRESS: STREET 1: ONE BRINCKMAN WAY STREET 2: - CITY: ELGIN STATE: IL ZIP: 60123-7857 BUSINESS PHONE: 8476978490 MAIL ADDRESS: STREET 1: ONE BRINCKMAN WAY STREET 2: - CITY: ELGIN STATE: IL ZIP: 60123-7857 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAFETY KLEEN CORP CENTRAL INDEX KEY: 0000086135 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 396090019 STATE OF INCORPORATION: WI FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: ONE BRINCKMAN WAY STREET 2: - CITY: ELGIN STATE: IL ZIP: 60123-7857 BUSINESS PHONE: 8476978490 MAIL ADDRESS: STREET 1: ONE BRINCKMAN WAY STREET 2: - CITY: ELGIN STATE: IL ZIP: 60123-7857 SC 14D9/A 1 SCHEDULE 14D-9/A 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
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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.
____________ *Filed herewith. -4- EX-99.22 2 PRESS RELEASE EXHIBIT 22 FOR IMMEDIATE RELEASE Contact: Maureen Fisk 847-468-2452 SAFETY-KLEEN MAILS DEFINITIVE PROXY MATERIAL TO APPROVE THE PHILIP MERGER January 8, 1998 -- Elgin, Illinois - Safety-Kleen Corp. [NYSE:SK] announced today that it commenced the mailing to all Safety-Kleen shareholders of its definitive proxy materials, filed yesterday with the Securities and Exchange Commission, with respect to its solicitation of proxies to approve the $27 all cash agreement to merge Safety-Kleen with SK Parent Corp., a new company formed by Philip Services Corp., affiliates of Apollo Management, L.P. and affiliates of Blackstone Management Partners III L.L.C. The Special Shareholders Meeting to approve the Philip Merger is scheduled for 3:00 p.m. (CST) on February 11, 1998. PARTICIPANT INFORMATION Safety-Kleen Corporation ("Safety-Kleen") and the persons named below may be deemed to be participants in the solicitation of proxies in connection with the merger of SK Acquisition Corp. (the "Purchaser"), a wholly-owned subsidiary of SK Parent Corp. ("Parent"), with and into Safety-Kleen (the "Merger") and pursuant to which each share of Safety-Kleen common stock (including each associated common stock purchase right) (other than shares owned by Parent, the Purchaser or any subsidiary thereof and treasury shares) will be converted in the Merger into the right to receive $27.00 in cash, without interest. Parent is a new corporation formed by Philip Services Corp. ("Philip"), affiliates of Apollo Management, L.P. ("Apollo") and affiliates of Blackstone Management Partners III L.L.C. ("Blackstone"). Safety-Kleen. Participants in this solicitation may include the directors of Safety-Kleen (Donald W. Brinckman, Richard T. Farmer, Russell A. Gwillim, Edgar D. Jannotta, Karl G. Otzen, Paul D. Schrage, Marcia E. Williams, and W. Gordon Wood); the following executive officers of Safety-Kleen: Joseph Chalhoub, David A. Dattilo, F. Henry Habicht II, Hyman K. Bielsky, Scott E. Fore, Scott D. Krill, Clark J. Rose, Laurence M. Rudnick and C. James Schulz; and the following other member of Safety-Kleen management: Maureen Fisk (collectively, the "Safety-Kleen Participants"). The above-referenced individuals beneficially own an aggregate of 3,580,306 shares of Safety-Kleen common stock (including shares subject to stock options exercisable within 60 days). Messrs. Brinckman and Otzen beneficially own 907,100 shares and 1,481,093 shares of Safety-Kleen common stock, respectively (including shares subject to stock options exercisable within 60 days). None of the remaining Safety-Kleen Participants beneficially owns in excess of 1% of Safety-Kleen's outstanding equity securities. The address of each of the Safety-Kleen participants is c/o Safety- Kleen Corp., One Brinckman Way, Elgin, Illinois 60123. - MORE - William Blair. Safety-Kleen has retained William Blair & Company, L.L.C. ("William Blair") to act as its financial advisors in connection with the Merger, for which it has received and may receive substantial fees, as well as reimbursement of reasonable out-of-pocket expenses. In addition, Safety-Kleen has agreed to indemnify William Blair and certain related persons against certain liabilities, including certain liabilities under the federal securities laws, arising out of their engagement. Certain employees of William Blair may also assist in the solicitation of proxies, including by communicating in person, by telephone, or otherwise with a limited number of institutions, brokers, or other persons who are stockholders of Safety-Kleen. William Blair will not receive any separate fee for any such solicitation activities. William Blair is an investment banking firm that provides a full range of financial services for institutional and individual clients. William Blair does not admit that it or any of its directors, officers or employees is a "participant" as defined in Schedule 14A promulgated under the Exchange Act, in the solicitation, or that Schedule 14A requires the disclosure of certain information concerning William Blair. In the normal course of its business, William Blair regularly buys and sells Safety-Kleen securities for its own account and for the accounts of its customers which may result from time to time in William Blair and its associates having a net "long" or net "short" position in Safety-Kleen securities. Additionally, in the normal course of its business, William Blair may finance its securities positions by bank and other borrowings and repurchase and securities borrowing transactions. Employees of William Blair who may be deemed "participants" in this solicitation include: E. David Coolidge III, John L. Carton, Jeffrey W. Corum and Brent W. Felitto. The business address of such persons is William Blair & Company, L.L.C., 222 West Adams Street, Chicago, Illinois 60606. Safety-Kleen anticipates that certain officers, directors, employees or affiliates of Philip, Apollo, Blackstone, Parent and Merrill Lynch & Co., Parent's financial advisor ("Merrill Lynch"), may communicate in person, by telephone or otherwise with shareholders of Safety-Kleen for the purpose of assisting in the solicitation of proxies. These efforts would be in furtherance of Parent's efforts to consummate the Merger. None of such persons will be compensated by Safety-Kleen in connection with such solicitation activities. Except as noted below with respect to Merrill Lynch, none of such persons beneficially owns, individually or in the aggregate, in excess of 1% of Safety- Kleen's outstanding common stock. Additional information concerning such participants is set forth below. Philip Services Corp. Unless otherwise indicated, the information below refers to such person's position with Philip Services Corp. The business address of each executive officer is Philip Services Corp., 100 King Street West, P.O. Box 2440, LCD #1, Hamilton, Ontario, L8N 4J6. Persons who may be deemed to be participants in this solicitation include: Allen Fracassi, President, Chief Executive Officer and Director; Philip Fracassi, Executive Vice-President, Chief Operating Officer and Director; Howard Beck, Chairman and Director; Roy Cairns, Director; Derrick Rolfe, Director; Norman Foster, Director; Felix Pardo, Director; Herman Turkstra, Director; William E. Haynes, Director; Robert Waxman, President, Metals Recovery Group and Director; Robert L. Knauss, Director; Marvin Boughton, Executive Vice-President and Chief Financial Officer; Robert M. Chiste, President, Industrial Services Group; Peter Chodos, Executive Vice- President, Corporate Development; Colin Soule, Executive Vice-President, General Counsel & Corporate Secretary (also a director of Parent); Antonio Pingue, Executive Vice President, Corporate and Regulatory Affairs; and John Woodcroft, Executive Vice-President, Operations. Apollo. Persons who may be deemed to be participants in this solicitation include: Apollo Management, L.P., Apollo Investment Fund III, L.P., Apollo Overseas Partners III, L.P., Apollo (U.K.) Partners III, L.P., Antony P. Ressler, Investment Manager, and David B. Kaplan, Investment Manager and a Director of Parent. - MORE - -2- Blackstone. Persons who may be deemed to be participants in this solicitation include: Blackstone Capital Partners III Merchant Banking Fund L.P., Blackstone Offshore Capital Partners III L.P., Blackstone Management Associates III L.P., Blackstone Management Partners III L.L.C., Howard A. Lipson, Investment Manager, a Director of Parent, and Lawrence H. Guffey, Investment Manager. SK Parent Corp. Persons who may be deemed to be participants in this solicitation include: Colin Soule (see Philip above), Antony P. Ressler (see Apollo above), and Howard A. Lipson (see Blackstone above). Merrill Lynch. Certain employees of Merrill Lynch & Co. may also assist in the solicitation of proxies, including by communicating in person, by telephone, or otherwise with a limited number of institutions, brokers, or other persons who are stockholders of Safety-Kleen. Merrill Lynch will not receive any separate fee for its solicitation activities. Merrill Lynch is an investment banking firm that provides a full range of financial services for institutional and individual clients. Merrill Lynch does not admit that it or any of its directors, officers or employees is a "participant" as defined in Schedule 14A promulgated under the Exchange Act, in the solicitation, or that Schedule 14A requires the disclosure of certain information concerning Merrill Lynch. In the normal course of its business, Merrill Lynch regularly buys and sells Safety- Kleen securities for its own account and for the accounts of its customers which may result from time to time in Merrill Lynch and its associates having a net "long" or net "short" position in Safety-Kleen securities. Additionally, in the normal course of its business, Merrill Lynch may finance its securities positions by bank and other borrowings and repurchase and securities borrowing transactions. Employees of Merrill Lynch who may be deemed "participants" in this solicitation include: Mark Shafir and Drago Rajkovic. The business address of such persons is Merrill Lynch & Co., 101 California Street, Suite 1200, San Francisco, California 94111. - END - -3- -----END PRIVACY-ENHANCED MESSAGE-----