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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the registrant [ ]
Filed by a party other than the registrant [X]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive proxy statement
[X] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
SAFETY-KLEEN CORP.
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(Name of Registrant as Specified in Its Charter)
LAIDLAW ENVIRONMENTAL SERVICES, INC.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(a)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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TO ALL SAFETY-KLEEN SHAREHOLDERS:
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It's Your Money
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The Safety-Kleen Board, we believe, refuses to maximize the value of your
stock. So, it's up to you. On February 25th, protect your investment:
Maximize the Value of Your Stock -- Vote Against the Buyout
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Is $27 Greater Than $30(1)?
-- The Safety-Kleen Board, in our view, has lost sight of one simple fact:
SHAREHOLDER VALUE
-- Institutional Shareholder Services, the leading independent proxy
advisory firm, and William Blair, SAFETY-KLEEN'S OWN FINANCIAL ADVISOR,
compared our $30 Offer with the $27 Buyout and FOUND THE LAIDLAW
ENVIRONMENTAL OFFER SUPERIOR(2)
-- Institutional Shareholder Services recommends a vote AGAINST the $27
Buyout
-- The Safety-Kleen Board continues to use the poison pill to try to force
you to accept the $27 Buyout(3)
Before You Vote, Consider:
-- If the $27 Buyout is approved, Laidlaw Environmental's $30 Offer
terminates
-- Mr. Brinckman on Friday, February 20, disclosed that the $27 Buyout
won't close for several weeks. Philip's financing is still conditional.
YOU BEAR THE RISK
-- If you approve the $27 Buyout and it fails to close, what will happen to
the value of your Safety-Kleen stock?
Together, We Will Prevail!
-- Laidlaw Environmental is fully committed to its $30 Offer
-- All conditions within our control have been met. Only obstacles kept in
place by Safety-Kleen's Board(3) keep us from completing our $30 Offer
-- Should the Safety-Kleen Board fail to remove these obstacles and you
reject the $27 Buyout, we will immediately seek injunctive relief in
Chicago Federal Court
Maximize Value
Vote Against the Buyout
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Time is Short -- Do Not Delay!
If you have any questions or need assistance in completing your proxy card,
please contact MORROW & CO., INC @ 1-800-662-5200
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THIS SOLICITATION RELATES SOLELY TO THE SOLICITATION OF PROXIES WITH RESPECT TO
THE FEBRUARY 25, 1998 MEETING AND IS NOT A REQUEST FOR THE TENDER OF SHARES.
THE DETAILED TERMS AND CONDITIONS OF THE LAIDLAW ENVIRONMENTAL OFFER ARE SET
FORTH IN THE AMENDED PROSPECTUS AND RELATED LETTER OF TRANSMITTAL, WHICH HAVE
BEEN SEPARATELY MAILED TO SAFETY-KLEEN SHAREHOLDERS.
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(1) Consists of $18 in cash and $12 in Laidlaw Environmental common stock,
assuming the market price of Laidlaw Environmental common stock is not less
the $4.28571. Depending on the market price of Laidlaw Environmental common
stock on the date of the exchange, the actual value of Laidlaw Environmental
common stock issued pursuant to the Laidlaw Environmental Offer may be more
or less than $12.
(2) William Blair opined that "it is more likely than not" that the Laidlaw
Environmental Offer will result in greater consideration to the Safety-Kleen
shareholders than the Buyout.
(3) Don Brinckman and other Safety-Kleen representatives testified in Chicago
federal Court that the poison pill and other anti-takeover devices are being
kept in place by the Safety-Kleen Board in an effort to ensure that
Safety-Kleen shareholders do not accept the Laidlaw Environmental Offer.
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