1
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.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
LAIDLAW ENVIRONMENTAL SERVICES, INC.
- --------------------------------------------------------------------------------
(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:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(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):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] 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:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
2
(LAIDLAW ENVIRONMENTAL SERVICES INC. LETTERHEAD)
March 2, 1998
DEAR SAFETY-KLEEN
SHAREHOLDER: We believe Safety-Kleen's Board has lost sight of one
simple issue: SHAREHOLDER VALUE.
In its relentless pursuit of a proposed $27.00 per
share merger with S-K Parent Corp. (the "Buyout
Merger") THE BOARD HAS CHOSEN TO REJECT THE OPINION OF
ITS OWN INVESTMENT BANKERS, to ignore the votes of
shareholders and to support what we believe to be an
inferior offer.
When you vote on the Buyout Merger on March 9,
consider the following.
LAIDLAW ENVIRONMENTAL'S
OFFER PROVIDES GREATER
VALUE, UPSIDE POTENTIAL
AND SYNERGIES Laidlaw Environmental is offering $30(1) for each
share of Safety-Kleen.
The Laidlaw Environmental offer also allows
Safety-Kleen shareholders to participate in the value
that we believe will be created by combining two of
the leading service companies in the hazardous and
industrial waste management business.
The strategic merger of Safety-Kleen with Laidlaw
Environmental will combine the strengths of
Safety-Kleen's premier service delivery and recycling
system and its 400,000 small to medium sized customers
with Laidlaw Environmental's network of fully
permitted service centers and its 18,000 medium to
large customers. We believe this merger will generate
$100-$130 million of cost savings synergies that will
benefit ALL continuing Laidlaw Environmental
shareholders.
- --------------------------------------------------------------------------------
FACT: SAFETY-KLEEN'S
OWN INVESTMENT BANKER
AND ISS SAY THE LAIDLAW
ENVIRONMENTAL OFFER IS
SUPERIOR "...it is our opinion as investment bankers that it is
more likely than not that, as of the time of the
anticipated closing of the Current LLE Offer, the
value of the consideration which would be received
under the Current LLE Offer would exceed the value of
the consideration which would be received in the
Merger."
From letter dated January 31, 1998 from
William Blair & Company, L.L.C. to the Board
of Directors of Safety-Kleen Corp.
"On balance, we believe that [Laidlaw Environmental's]
offer is superior to the proposed Philip Group
merger.... Due to these factors, we believe that [the
Safety-Kleen] shareholders should not support this
merger agreement."
From February 5, 1998 report of
Institutional Shareholder Services, the
leading independent proxy advisory firm.
- --------------------------------------------------------------------------------
- ------------------------------------
(1) The Offer consists of $18 cash and $12 of Laidlaw Environmental Services
Inc. Common Stock, assuming the fair market price of Laidlaw Environmental
Common stock is not less than $4.28571. The actual fair market value of the
Laidlaw Environmental Common Stock to be exchanged pursuant to the Laidlaw
Environmental offer may vary, and will be less than $12.00 if the market
price on the day of exchange is less than $4.28571.
3
THE SAFETY-KLEEN BOARD
CONTINUES TO IGNORE THE
WISHES OF SHAREHOLDERS
SAFETY-KLEEN SHAREHOLDERS SIMPLY HAVE NOT DEMONSTRATED
SUPPORT FOR THE BUYOUT MERGER. Although approximately
54% of the Safety-Kleen shareholders tendered into our
Offer as of February 13, 1998, we recognize that these
shareholders could also vote in favor of the Buyout
merger. However, Safety-Kleen has twice adjourned the
shareholder meeting at which the Buyout Merger is to
be considered -- from February 11 to February 25, and
from February 25 to March 9.
Based on information released by Safety-Kleen after
the February 5 adjournment, as of February 25 LESS
THAN 50%of the outstanding Safety-Kleen shares have
been voted in favor of the Buyout Merger.
When will the Board face the fact -- SHAREHOLDERS DO
NOT SUPPORT THE BUYOUT MERGER.
WE HAVE GONE TO COURT
TO SEEK RELIEF Because less than one-half of Safety-Kleen's
shareholders supported the Buyout Merger proposal and
in light of Safety-Kleen's adjournment of the February
25 special meeting to March 9, Laidlaw Environmental
is seeking an injunction requiring the Safety-Kleen
Board to remove all remaining impediments to the
Laidlaw Environmental offer.
NOW YOU SHOULD TELL THE
BOARD TO STOP
STONEWALLING -- VOTE
AGAINST THE BUYOUT
MERGER Preserve your opportunity to participate in Laidlaw
Environmental's premium offer by voting AGAINST THE
BUYOUT MERGER PROPOSAL.
Laidlaw Environmental is committed to its offer. If
Safety-Kleen shareholders reject the Buyout Merger,
Laidlaw will not withdraw its offer until
Safety-Kleen's shareholders have had sufficient time
to accept the Laidlaw Environmental offer.
Let the Safety-Kleen board of directors know YOU WILL
NOT SETTLE FOR THE BUYOUT MERGER.
- --------------------------------------------------------------------------------
VOTE AGAINST THE BUYOUT MERGER
- --------------------------------------------------------------------------------
SIGN, DATE AND RETURN THE
GREEN-STRIPED PROXY CARD TODAY.
- --------------------------------------------------------------------------------
IF YOU NEED ASSISTANCE OR INFORMATION, PLEASE CALL OUR PROXY SOLICITOR:
MORROW & CO., INC. @ (800) 662-5200
- --------------------------------------------------------------------------------
THIS SOLICITATION RELATES SOLELY TO THE SOLICITATION OF PROXIES WITH RESPECT TO
THE MARCH 9, 1998 MEETING AND IS NOT A REQUEST FOR THE TENDER OF SHARES OF
SAFETY-KLEEN COMMON STOCK. THE DETAILED TERMS AND CONDITIONS OF THE LAIDLAW
ENVIRONMENTAL OFFER ARE SET FORTH IN THE AMENDED PROSPECTUS OF LAIDLAW
ENVIRONMENTAL AND THE RELATED LETTER OF TRANSMITTAL WHICH HAVE BEEN SEPARATELY
MAILED TO SAFETY-KLEEN SHAREHOLDERS.