SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934 [Amendment No. ______]
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SAFETY-KLEEN CORP.
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(Name of Registrant as Specified in Its Charter)
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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.
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.