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 COURT SETS HEARING ON LLE'S MOTION TO LIFT SAFETY-KLEEN'S POISON PILL COLUMBIA, S.C., March 5 /PRNewswire/ -- Laidlaw Environmental Services, Inc. (NYSE: LLE) announced today that a Federal District Court Judge in Chicago, Illinois, set a full hearing for March 12, 1998, on Laidlaw Environmental's motion for an injunction to force the Safety-Kleen Corp. (NYSE: SK) Board to lift the poison pill and other defensive measures blocking Laidlaw Environmental's exchange offer to Safety-Kleen shareholders. The Court said that serious questions exist concerning the Safety-Kleen Board's conduct in continuing to rely upon the pill. The Court noted that "substantial weight" should be given to the opinion of Safety-Kleen's own financial advisor, William Blair & Co., which found that Laidlaw Environmental's offer provides greater value than the $27 Philip Group merger proposal. The Court further indicated that shareholders should not feel coerced to vote in favor of the Philip Group merger proposal. The Court stated that it can and will require the Board to lift the pill and other defensive measures and, if necessary, enjoin the merger proposal if the Court finds that the Safety-Kleen Board has breached its fiduciary duty by using the poison pill to block a superior offer. Commenting on the announcement, Mr. Kenneth W. Winger, president and chief executive officer, said: "We are pleased that the Court has scheduled a full hearing on our request that the Safety-Kleen Board be required to lift the poison pill and other measures being used to block the shareholders from accepting our offer. After the Court has scrutinized the conduct of the Safety-Kleen Board, we are confident that the Safety-Kleen Board will not be allowed to continue to obstruct our offer. Safety-Kleen shareholders should tender their shares into the Laidlaw Environmental exchange offer and vote against the Philip Group merger proposal to assure that they can participate in our superior offer. "Laidlaw Environmental is committed to its offer. If Safety-Kleen shareholders reject the Philip Group merger proposal on March 9, 1998, we will not withdraw our offer until Safety-Kleen shareholders have had sufficient time to accept the Laidlaw Environmental offer." Laidlaw Environmental Services, Inc., headquartered in Columbia, South Carolina, supplies hazardous and industrial waste management services to industry and government across North America. The Company provides customers with local service from more than 100 locations in the United States and Canada. SOURCE Laidlaw Environmental Services, Inc. CONTACT: Kenneth W. Winger, President and Chief Executive Officer, or Paul R. Humphreys, Senior Vice President, Finance and Chief Financial Officer, Laidlaw Environmental Services, Inc., 803-933-4210