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SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] 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.
LES ACQUISITION, 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(i)(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: $
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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:
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PRELIMINARY COPY -- SUBJECT TO COMPLETION
DATED DECEMBER 2, 1997
[LAIDLAW ENVIRONMENTAL SERVICES, INC. LETTER]
December ___, 1997
Dear Fellow Safety-Kleen Corp. Shareholder:
I am pleased to enclose our Proxy Statement for the Special Meeting of
shareholders of Safety-Kleen Corp. (the "Control Share Meeting") to be held at
___:___ on __________________________, 19__, at
____________________________________.
As you may know by now, Laidlaw Environmental Services, Inc. ("Laidlaw
Environmental") has announced its intention to make an exchange offer (the
"Offer") to acquire all outstanding shares of the common stock (and associated
share purchase rights) (the "Shares") of Safety-Kleen Corp. (the "Company") for
consideration per Share consisting of $15.00 in cash (subject to reduction for
certain break up fees, new severance arrangements and certain expenses of the
Company) and common stock of Laidlaw Environmental with a market value of $15.00
(provided that no more than 3.50 and no less than 2.80 shares of common stock of
Laidlaw Environmental will be issued in exchange for each share). As you may
also know, on November 20, 1997, the Company announced that it had entered into
an agreement with Philip Services Corp. and two private investment entities for
a merger (the "Buyout Merger") in which the Company shareholders will receive
$27 in cash per Share.
Laidlaw Environmental intends to take its Offer directly to the Company's
shareholders and, as a critical first step, is soliciting your vote at the
Control Share Meeting on a proposal (the "Voting Rights Proposal") to
authorize, in accordance with Wisconsin's "control share acquisition law," the
restoration of full voting rights to any and all Shares that Laidlaw
Environmental may acquire, directly or indirectly, pursuant to the Offer or
otherwise.
Laidlaw Environmental urges you to vote FOR the Voting Rights Proposal for
the following reasons:
- Restoration of full voting rights is a condition to consummation of
the Offer. A vote FOR the Voting Rights Proposal removes one important
obstacle to the Offer and helps to ensure that the Company
shareholders have an opportunity to consider the Offer. Laidlaw
Environmental is committed to removing the other obstacles to its
Offer, but approval of the Voting Rights Proposal is a key first step.
- A vote FOR the Voting Rights Proposal continues the process of
maximizing the value of the Shares held by Company shareholders. The
Company will soon be soliciting your votes to approve the Buyout Merger
at a meeting of the Company's shareholders, and Laidlaw Environmental
will solicit your votes in opposition to that transaction. For now, the
matter before you is whether, in accordance with Wisconsin law, to
restore full voting rights to any Shares held by Laidlaw Environmental.
- A vote FOR the Voting Rights Proposal simply keeps your options open.
Voting for the Voting Rights Proposal is nether an acceptance nor an
endorsement of the Offer, and voting for the Voting Rights Proposal
does not serve as a tender of your Shares or require that you tender
your Shares.
Detailed information concerning the Voting Rights Proposal and the
Wisconsin control share acquisition law is set forth in the accompanying Proxy
Statement. We urge you to carefully read the enclosed material, as it is
important that your Safety-Kleen shares be represented and voted at the Control
Share Meeting. WHETHER OR NOT YOU PLAN TO ATTEND THE CONTROL SHARE MEETING,
PLEASE COMPLETE, DATE, SIGN AND RETURN THE BLUE-STRIPED PROXY CARD IN THE
ENCLOSED POSTAGE-PAID ENVELOPE AT YOUR EARLIEST CONVENIENCE.
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If you have any questions concerning the enclosed Proxy Statement or need
assistance in voting your Shares, please contact our Information Agent, Morrow
& Co., Inc., at 1-800-662-5200 or call collect at (212) 754-8000.
We thank you in advance for your support.
Sincerely,
Kenneth W. Winger
President and Chief Executive Officer
Laidlaw Environmental Services, Inc.
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PRELIMINARY COPY -- SUBJECT TO COMPLETION
DATED DECEMBER 2, 1997
PROXY STATEMENT
OF
LAIDLAW ENVIRONMENTAL SERVICES, INC.
AND
LES ACQUISITION, INC.
FOR THE
SPECIAL MEETING OF SHAREHOLDERS
UNDER SECTION 180.1150(5)
OF THE WISCONSIN BUSINESS CORPORATION LAW
OF
SAFETY-KLEEN CORP.
TO BE HELD ON _______________, 1998
This Proxy Statement and the accompanying BLUE-STRIPED proxy card are
being furnished to holders of outstanding Common Shares, par value $0.10 per
share, including the associated Rights (as defined below) (the "Shares"), of
Safety-Kleen Corp., a Wisconsin corporation (the "Company"), in connection with
the solicitation by Laidlaw Environmental Services, Inc., a Delaware corporation
("Laidlaw Environmental"), and by LES Acquisition, Inc., a Delaware corporation
and an indirect wholly owned subsidiary of Laidlaw Environmental ("LES
Acquisition"), of proxies to be voted at a Special Meeting of Shareholders of
the Company to be held at ___:___ on ______________, 1997 at __________, and at
any adjournments or postponements thereof (the "Control Share Meeting"), on a
proposal (the "Voting Rights Proposal") to authorize, in accordance with Section
180.1150 (the "Wisconsin Control Share Acquisition Law") of the Wisconsin
Business Corporation Law (the "WBCL"), the restoration of full voting power to
any and all Common Shares acquired by Laidlaw Environmental and LES Acquisition
(or one or more subsidiaries of Laidlaw Environmental).
This Proxy Statement and the accompanying BLUE-STRIPED Proxy card are
first being sent or given to shareholders on or about ___________, 1997. The
record date for the Control Share Meeting is the close of business on
____________, 1997 (the "Record Date"). The principal executive offices of the
Company are located at 1000 North Randall Road, Elgin, Illinois 60123.
Laidlaw Environmental has announced its intention to commence an offer
(the "Offer") to exchange (i) $15.00 net in cash (subject to reduction as
discussed below under "BACKGROUND OF THE SOLICITATION") and (ii) that number of
shares of Common Stock, par value $1.00 per share, of Laidlaw Environmental
("Laidlaw Environmental Common Stock"), equal to the Exchange Ratio (as defined
below under "BACKGROUND OF THE SOLICITATION"), for each outstanding Share,
including the associated Common Share Purchase Rights granted under that certain
Rights Agreement, dated as of November 9, 1988, between the Company and First
National Bank of Chicago, as Rights Agent, as amended (the "Rights Agreement"),
validly tendered and not properly withdrawn. Laidlaw Environmental has filed
with the Securities and Exchange Commission (the "Commission") a Registration
Statement on Form S-4 (as amended from time to time, the "Registration
Statement") which contains a preliminary prospectus setting forth the terms and
conditions of the Offer. The Offer will be made solely pursuant to the
prospectus included in the Registration Statement, the Tender Offer Statement on
Schedule 14D-1 to be filed prior to the commencement of the Offer and the
related letter of transmittal (the "Letter of Transmittal"), which will be
mailed separately to the shareholders of the Company immediately after the
Commission declares the Registration Statement effective. This Proxy Statement
is neither a request for the tender of Shares nor an offer with respect thereto.
As more fully described below under "WISCONSIN CONTROL SHARE ACQUISITION
LAW," the Wisconsin Control Share Acquisition Law generally provides that
(subject to certain exceptions) the voting power of voting securities of a
"resident domestic corporation" held by any person or entity in excess of 20%
of the voting power in the election of directors is limited to 10% of the full
voting power of those securities, unless the shareholders of the resident
domestic corporation have voted to approve the person's or entity's request to
restore the full voting power of such person's or entity's voting securities.
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A copy of the Registration Statement, and, after its filing with the
Commission, a copy of the Tender Offer Statement on Schedule 14D-1 (the
"Schedule 14D-1") and all amendments thereto, may be obtained from the
Commission upon payment of the Commission's customary charges, by writing to
its principal office at 450 Fifth Street, N.W., Judiciary Plaza, Room 1024,
Washington, D.C. 20549. Such material is also available for inspection and
copying at the principal office of the Commission at the address set forth
immediately above, at the Commission's regional offices at Seven World Trade
Center, 13th Floor, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661, and at the offices of the
New York Stock Exchange, 20 Broad Street, New York, New York 10005. Such
material should also be available on-line through the Commission's EDGAR
system.
SHAREHOLDER AUTHORIZATION OF THE VOTING RIGHTS PROPOSAL WILL NOT REQUIRE
YOU TO TENDER YOUR SHARES IN THE OFFER. CONSUMMATION OF THE OFFER, HOWEVER, WILL
BE CONDITIONED UPON, AMONG OTHER THINGS, AUTHORIZATION BY SHAREHOLDERS OF THE
COMPANY OF THE VOTING RIGHTS PROPOSAL (OR LES ACQUISITION AND LAIDLAW
ENVIRONMENTAL BEING SATISFIED, IN THEIR SOLE DISCRETION, THAT THE WISCONSIN
CONTROL SHARE ACQUISITION LAW IS INVALID OR INAPPLICABLE TO SUCH ACQUISITION).
ACCORDINGLY, IT IS IMPORTANT THAT SHAREHOLDERS WHO WISH TO CONSIDER THE OFFER,
OR WHO WISH TO HAVE THE OPPORTUNITY TO TENDER THEIR SHARES IN THE OFFER, VOTE
FOR THE AUTHORIZATION OF THE VOTING RIGHTS PROPOSAL ON THE ENCLOSED BLUE-STRIPED
PROXY CARD.
BY VOTING IN FAVOR OF THE VOTING RIGHTS PROPOSAL, A SHAREHOLDER WOULD NOT
BE PROHIBITED FROM LATER VOTING AGAINST ANY PROPOSED BUSINESS COMBINATION
INVOLVING THE COMPANY, LAIDLAW ENVIRONMENTAL OR LES ACQUISITION.
When the Offer is commenced, tendering Shares pursuant to the Offer
will NOT constitute a vote in favor of the Voting Rights Proposal. Instead, you
must vote by using the enclosed BLUE-STRIPED proxy card or by voting in person
at the Control Share Meeting.
If you have any questions about the voting of Shares, the Offer or the
Voting Rights Proposal, please contact Morrow & Co., Inc. ("Morrow & Co.") at
909 Third Avenue, New York, New York 10022, or by telephone at 212/754-8000
(call collect) or 800/662-5200 (toll free).
BACKGROUND OF THE SOLICITATION
On August 8, 1997 the Company announced the resignation of John G.
Johnson, Jr., President and Chief Executive Officer of the Company. Donald W.
Brinckman, Chairman of the Company's Board of Directors, who had previously
served as the Company's Chief Executive Officer from 1968 until December 31,
1994, was appointed Chief Executive Officer. The Company also announced that
its Board of Directors had engaged the services of William Blair & Company
("William Blair") to act as advisor to the Company and manage the process of
exploring strategic options for enhancing shareholder value.
On August 8, 1997, William Blair sent a copy of the Company
Confidentiality Letter to one of Laidlaw Environmental's investment bankers,
Mr. David E. Thomas, Jr. of Raymond James & Associates, Inc. ("Raymond James")
and stated that an offering circular would be available early in the week of
August 18, 1997, and that such circular would be distributed to parties that
had executed a confidentiality agreement. Laidlaw Environmental did not respond
to this letter and William Blair called Laidlaw Environmental's representative
and asked that Laidlaw Environmental sign the confidentiality agreement.
Laidlaw Environmental was willing to sign a confidentiality agreement, but not
the one proposed by the Company, which contained a two year standstill
provision.
In mid-September 1997, there were further discussions between the two
investment banks in which Laidlaw Environmental's representatives requested a
meeting of the two companies and their advisors so that Laidlaw Environmental
could fully describe why a business combination was in both companies' best
interests. The Company's representative continued to request that Laidlaw
Environmental sign a confidentiality agreement containing the two-year
standstill provision. He also stated that if Laidlaw Environmental would submit
its proposal in writing, the Company would consider a meeting with Laidlaw
Environmental.
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On September 24, 1997, Mr. Thomas delivered a letter to Mr. Jeffrey W.
Corum of William Blair, informing Mr. Corum of Laidlaw Environmental's interest
in pursuing negotiations with the Company. In particular, Mr. Thomas's letter
requested a meeting between the management of Laidlaw Environmental and the
management of the Company and pointed out several unique features of Laidlaw
Environmental's proposed transaction, including the potential cost savings
available from combining the operations of Laidlaw Environmental and the
Company, which were estimated to range from $100 to $130 million annually. Mr.
Thomas's letter suggested structuring the transaction as a reverse merger in
which the Company would issue one share of its stock for every three shares of
Laidlaw Environmental stock.
Shortly thereafter Mr. Corum responded to Mr. Thomas's letter by telephone
stating that only upon Laidlaw Environmental's delivery of a confidentiality
and standstill agreement acceptable to the Company, would the Company meet with
Laidlaw Environmental. Subsequent to their telephone conversations, Mr. James
R. Bullock, Chairman of Laidlaw Environmental, attempted to call Mr. Brinckman,
who did not return his call. Mr. Bullock then called Mr. E. David Coolidge of
William Blair in an effort to arrange a meeting with the Company. Mr. Coolidge
repeated the Company's refusal to meet with Laidlaw Environmental in the
absence of a confidentiality and standstill agreement.
On November 3, 1997, the Laidlaw Environmental Board of Directors met and
determined to proceed with the Offer as well as to retain Bear, Steams & Co.
Inc. ("Bear Steams") to work together with Raymond James as its financial
adviser. Laidlaw Environmental management had previously retained Katten Muchin
& Zavis to serve as legal counsel. Also on November 3, 1997, in a letter to Mr.
Brinckman, Mr. Bullock informed Mr. Brinckman and the Company Board of
Directors of Laidlaw Environmental's intention to acquire the Company for a
price per Share of $14.00 in cash and 2.4 shares of Laidlaw Environmental
Common Stock (the "Initial Offer"), that Laidlaw Environmental was willing to
execute a confidentiality agreement provided such agreement did not contain a
standstill provision, and that Laidlaw Environmental continued to believe that
annual cost savings and synergies resulting from a combination of the two
companies would exceed $90 million annually. For these and other reasons,
Laidlaw Environmental would consider and pursue various options with respect to
an acquisition of the Company notwithstanding the Company's refusal to meet
with representatives of Laidlaw Environmental. The letter also informed Mr.
Brinckman that Laidlaw Environmental had executed a commitment letter with
Toronto-Dominion Bank to provide all necessary financing for the Offer and the
Merger and again encouraged Mr. Brinckman and the Company Board of Directors to
meet with representatives of Laidlaw Environmental to discuss the possibility
of a mutually beneficial negotiated transaction.
On November 3, 1997 after receipt of Mr. Bullock's letter, Mr. Brinckman
delivered a letter to Mr. Bullock requesting that Laidlaw Environmental execute
a confidentiality and standstill agreement and informing Mr. Bullock that the
Company Board of Directors would fully consider Laidlaw Environmental's
proposal along with others received by the Company. In addition, Mr. Brinckman
stated that representatives of the Company, together with its financial
advisors, would meet with representatives of Laidlaw Environmental, together
with its financial advisors, to discuss information concerning Laidlaw
Environmental and the estimated cost savings and synergies.
On November 4, 1997, Laidlaw Environmental publicly announced its
intention to pursue the Initial Offer and the Merger.
On November 5, 1997, Mr. Bullock and a representative of Bear Stearns met
with Mr. Brinckman Mr. Joseph Chalhoub, Senior Vice President of the Company,
and representatives of William Blair to discuss potential synergies that could
be achieved through a combination of the two companies and ways the parties
could work together. Mr. Bullock stated that Laidlaw Environmental was prepared
to sign a mutual confidentiality agreement that would not contain a standstill
provision so that Laidlaw Environmental and the Company could share information
with each other. In response, the Company repeated its requirement that Laidlaw
Environmental sign a confidentiality and standstill agreement.
Subsequent to the November 5th meeting, the representatives of the parties
exchanged correspondence reiterating their positions with respect to the
confidentiality and standstill agreement.
On November 13, 1997, Laidlaw Environmental filed the Registration
Statement. A copy of the Registration Statement was sent to Mr. Brinckman,
along with a letter from Mr. Bullock emphasizing the strategic importance of
combining the two companies and reiterating Laidlaw Environmental's desire to
engage in negotiations with the Company. Mr. Bullock also expressed Laidlaw
Environmental's willingness to put the decision to accept the Initial Offer
directly
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to the Company Shareholders. Mr. Bullock requested the cooperation of the
Company Board of Directors in eliminating any antitakeover obstacles which
would prohibit the shareholders from accepting the Initial Offer.
On November 13, 1997, Laidlaw Environmental also sent a notice to the
Company pursuant to Section 180.1150 of the Wisconsin Statutes requesting that
the Company Board of Directors convene a special meeting of shareholders and
submit for shareholder approval a resolution to restore regular voting power to
any Shares Laidlaw Environmental would acquire as a result of the Offer.
By a second letter dated November 13, 1997, Laidlaw Environmental, having
in its judgment complied with the Wisconsin Statutes, also requested the right
to inspect and copy the Company Shareholder list for the purpose of
communicating directly with the Company Shareholders.
On November 20, 1997, the Company announced that it had entered into the
Buyout Merger Agreement with the Buyout Group. Pursuant to the Buyout Merger
Agreement, an acquisition subsidiary formed by the Buyout Group would merge
with and into the Company (the "Buyout Merger"), with the Company as the
surviving company in a transaction in which the Company Shareholders would
receive $27.00 per Share in cash. As a result of the Buyout Merger, the Company
would become a wholly-owned subsidiary of a new holding company formed by the
Buyout Group and would continue to operate under its current management and out
of its current headquarters. The closing of the Buyout Merger is subject to
certain conditions, including the approval of at least 66-2/3% of the Company's
Shareholders and both the debt and equity funding of the financing arrangements
of the Buyout Group. Pursuant to the Buyout Merger Agreement, the Company is
required to pay a termination fee of $50 million and to reimburse the Buyout
Group for its expenses in an amount up to $25 million under certain conditions,
including in the event that the Buyout Merger Agreement is terminated and the
Offer by Laidlaw Environmental is accepted by the Company Shareholders.
On November 20, 1997, in a letter from Mr. Bullock to Mr. Brinckman,
Laidlaw Environmental increased its per Share offer to $15.00 in cash (subject
to reduction for break-up fees, new severance arrangements and other expenses
as described below) (the "Cash Consideration"), and that number of shares of
Laidlaw Environmental Common Stock equal to the Exchange Ratio. "Exchange
Ratio" means the quotient (rounded to the nearest 1/100,000) determined by
dividing $15.00 by the weighted average trading prices for Laidlaw
Environmental Common Stock (as reported on the NYSE Composite Transactions
reporting system as published in The Wall Street Journal or, if not published
therein, in another authoritative source) (the "Laidlaw Environmental Average
Price") for ten NYSE trading days (each a "Trading Day") selected by lot from
the twenty trading days ending three business days immediately prior to the
Expiration Date, provided, that the Exchange Ratio shall not be less than 2.80
nor greater than 3.50.
The Cash Consideration to be paid pursuant to the Offer shall be reduced
by the quotient of (x) the aggregate amount of (i) any termination fees or
expenses paid or reimbursed (or payable or reimbursable) by the Company
pursuant to the Buyout Merger Agreement and (ii) any incremental costs,
including the costs of new severance arrangements and other expenses the
Company may incur in connection with the Buyout Merger Agreement (such fees,
expenses and other costs, the "Buyout Proposal Expenses") divided by (y) the
number of outstanding Shares (on a fully diluted basis) as of the Expiration
Date. On November 24, 1997, Laidlaw Environmental filed a counterclaim in the
United States District Court for the Northern District of Illinois, against the
Company and its Board of Directors seeking, among other things, preliminary and
permanent injunctive relief declaring invalid the termination fee and expense
reimbursement provisions of the Buyout Merger Agreement, and any severance
arrangements for the benefit of Company management that may have been entered
into by the Company in connection with the Buyout Merger Agreement. Laidlaw
Environmental has submitted a request in writing to the Company for a
statement setting forth any incremental costs, including the cost of new
severance arrangements and other expenses that the Company has incurred or may
reasonably be expected to incur in connection with the Buyout Merger Agreement.
WISCONSIN CONTROL SHARE ACQUISITION LAW
Section 180.1150(2) of the Wisconsin Control Share Acquisition Law
provides that unless otherwise provided in the Articles of Incorporation of a
resident domestic corporation and except as otherwise provided in Section
180.1150, the voting power of voting securities of a resident domestic
corporation held by any person or entity in excess of 20% of the voting power
in the election of directors shall be limited to 10% of the full voting power
of such voting securities.
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However, under Section 180.1150, certain voting securities, including shares
acquired from the resident domestic corporation, shares acquired under an
agreement entered into at any time when the resident domestic corporation was
not a resident domestic corporation, and shares acquired in a transaction
incident to which the shareholders of the resident domestic corporation have
voted to restore the full voting power of all of such acquiring person's
shares, are not subject to the voting power restriction.
Pursuant to Section 180.1150(4), a purchaser or potential purchaser of
shares of a resident domestic corporation may request that a resolution
restoring the full voting power of all shares acquired by such purchaser be
submitted to the shareholders of the resident domestic corporation for their
approval. A person or entity desiring a shareholder vote must deliver to the
resident domestic corporation at its principal office a form of shareholder
resolution with an accompanying notice containing the following information:
(i) the identity of the person or entity submitting the resolution, (ii) a
statement that the resolution and notice are submitted under Section 180.1150,
(iii) the number of shares of the resident domestic corporation beneficially
owned by the person or entity submitting the resolution, (iv) a specification
of the voting power the person or entity has acquired or proposes to acquire
for which shareholder approval is sought, (v) the circumstances, terms and
conditions under which shares representing in excess of 20% of the voting power
were acquired or are proposed to be acquired, set forth in reasonable detail,
including the source of funds or consideration and other details of the
arrangements of the transaction or transactions, and (vi) if the shares are
acquired for purposes of gaining control of the resident domestic corporation,
the terms of the proposed acquisition, including source of funds, material
terms of financial arrangements, plans or proposals with respect to the
resident domestic corporation or its assets, plans to change the location of
its principal office, its business activities, its management or policies of
employment, its relationship with suppliers, customers, or communities, and
other material information which would affect the decision of shareholders with
respect to the Voting Rights Proposal.
Under Section 180.1150(5) a resident domestic corporation must, within 10
days of receipt of the resolution and notice as described above, fix a date for
a special meeting of the shareholders to vote on the resolution. The meeting
must be no later than 50 days after receipt of the resolution and notice unless
the person or entity submitting the notice agrees to a later date, and no
earlier than 30 days after receipt of the resolution and notice if the person
submitting the resolution and notice so requests. The resident domestic
corporation shall include with its notice to shareholders a copy of the
resolution and notice delivered by the entity seeking to have full voting power
restored, and the notice to shareholders shall also include a statement by the
directors of the resident domestic corporation as to their position or lack of
position on the resolution.
Regular voting power will be restored to the voting securities held by the
person or entity requesting the restoration if, at a meeting at which a quorum
is present, a majority of the voting power of shares represented at the meeting
and entitled to vote approves the resolution to restore full voting power.
Dissenters' rights are not available to shareholders of a resident
domestic corporation in connection with the restoration of voting power, but
would be available to shareholders in connection with the Proposed Merger if
the Proposed Merger is ultimately consummated.
THE FOREGOING SUMMARY DOES NOT PURPORT TO BE A COMPLETE STATEMENT OF THE
PROVISIONS OF THE WISCONSIN CONTROL SHARE ACQUISITION LAW AND THE RELATED
PROVISIONS OF THE WBCL. THE FOREGOING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE WISCONSIN CONTROL SHARE ACQUISITION LAW AND THE WBCL.
CERTAIN LEGAL MATTERS
On November 17, 1997, the Company commenced litigation in the United
States District Court for the Northern District of Illinois alleging that
Laidlaw Environmental violated Section 5(b)(1) of the Securities Act of 1933 by
making a "premature offer" and unlawful proxy solicitation. As a remedy for
that alleged violation, the Company requested that it be relieved of its
obligation to provide Laidlaw Environmental with its list of shareholders so
that the Company will not be in the position of facilitating a violation of the
federal securities laws. The Company complaint further alleged that Laidlaw
Environmental's request pursuant to Section 180.1150 that the Company call the
Control Share Meeting fails to comply with the state law notice requirements.
The Company contends that the notice served by Laidlaw Environmental fails to
provide sufficient disclosure of the financing for the Offer. The Company
sought a declaratory judgment that it need not schedule the Control Share
Meeting or provide access to its shareholder list.
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On November 24, 1997, Laidlaw Environmental filed an answer to the Company
complaint in which Laidlaw Environmental denied each of the Company's claims and
raised certain affirmative defenses. On that date, Laidlaw Environmental also
filed a counterclaim against the Company and each member of its board of
directors (the "Director Defendants") seeking, among other things: (i) an order
compelling the Company to call the Control Share Meeting to vote on the Voting
Rights Resolution in accordance with Section 180.1150(5) (a) to restore full
voting rights to any Shares acquired by Laidlaw Environmental in the Offer and
the Proposed Merger; (ii) an order compelling the production of the Company's
shareholder lists, to be produced promptly and at the Company's expense; (iii)
an order (w) declaring that the Director Defendants have breached their
fiduciary duties to the Company's shareholders, including Laidlaw Environmental,
by refusing to negotiate with Laidlaw Environmental, entering into the Merger
Agreement (the "Buyout Merger Agreement") with newly formed affiliates of Philip
Services Corp., Apollo Advisors, L.P. and Blackstone Management Associates III,
L.P. (the "Buyout Group"), and agreeing to the unlawful provisions of the Buyout
Merger Agreement, including the break-up fee, (x) compelling the Director
Defendants to carry out their fiduciary duties to the Company's shareholders,
including Laidlaw Environmental, by implementing and adhering to procedures
under which the transaction providing the best value reasonably available can be
obtained for the Company's shareholders, (y) enjoining the Company and the
Director Defendants from proceeding with the Buyout Merger or paying a "break-up
fee" to the Buyout Group, and (z) directing the Director Defendants to negotiate
with Laidlaw Environmental regarding the Offer; (iv) an order compelling the
Director Defendants to amend the Company's rights plan to make it inapplicable
to the Offer or to redeem the rights; (v) an order (pursuant to the derivative
claim) requiring the Director Defendants to account to the Company for waste of
corporate assets and all other damages caused by their approval of the Buyout
Transaction; and (vi) an award of costs of suit and reasonable attorneys; fees,
and for such other relief as the Court may deem just and appropriate.
OTHER MATTERS
Except as set forth herein, neither Laidlaw Environmental nor LES
Acquisition is aware of any other substantive matter to be considered at the
Control Share Meeting. However, if any other matter properly comes before the
Control Share Meeting, the proxies also confer authority to the persons named in
the accompanying proxy to vote the Shares to which the proxy relates on such
matter at their discretion, including any adjournment or postponement of the
Control Share Meeting.
VOTING AT THE CONTROL SHARE MEETING
At the Control Share Meeting, shareholders of the Company will be asked
(i) to approve a resolution of the Company's shareholders authorizing the
Voting Rights Proposal and (ii) to confer authority to the proxies named in the
accompanying proxy to initiate and vote for one or more proposals to adjourn
the Control Share Meeting for any reason, including to allow the solicitation
of additional votes, if necessary, to authorize the Voting Rights Proposal
under the Wisconsin Control Share Acquisition Law (the "Adjournment Proposal").
Under the Company's bylaws, a majority of the outstanding Shares entitled
to vote, represented in person or by proxy, shall constitute a quorum at the
Control Share Meeting. If a quorum is present, authorization of the Voting
Rights Proposal pursuant to the Wisconsin Control Share Acquisition Law or
approval of any Adjournment Proposal requires the affirmative vote of the
holders of a majority of the voting power represented by Shares present at the
Control Share Meeting in person or proxy and entitled to vote thereon.
According to the Company's Form 10-Q for the fiscal quarter ended
September 6, 1997 (the "Company Form 10-Q"), as of September 6, 1997 there were
58,400,729 Common Shares outstanding.
THIS PROXY STATEMENT IS NEITHER A REQUEST FOR THE TENDER OF SHARES NOR AN
OFFER WITH RESPECT THERETO. THE OFFER WILL BE MADE ONLY BY MEANS OF THE OFFER TO
PURCHASE AND LETTER OF TRANSMITTAL WHICH WILL BE FORWARDED TO YOU AFTER THE
EFFECTIVE DATE OF THE REGISTRATION STATEMENT. A VOTE IN FAVOR OF THE VOTING
RIGHTS PROPOSAL WILL NOT REQUIRE THAT YOU TENDER SHARES IN THE OFFER. APPROVAL
OF THE VOTING RIGHTS PROPOSAL WILL HELP MAKE IT POSSIBLE FOR YOU TO HAVE THE
OPPORTUNITY TO DECIDE FOR YOURSELF WHETHER TO ACCEPT THE OFFER. IF YOU ARE A
SHAREHOLDER OF RECORD ON THE RECORD DATE, _____________, 1997, YOU WILL BE
ENTITLED TO VOTE AT THE
6
<PAGE> 10
CONTROL SHARE MEETING EVEN IF YOU SUBSEQUENTLY TENDER YOUR SHARES IN THE OFFER.
Whether or not you plan to attend the Control Share Meeting, we urge you
to vote FOR authorization of the Voting Rights Proposal and FOR the Adjournment
Proposal by so indicating on the accompanying BLUE-STRIPED proxy card and
immediately mailing it in the enclosed envelope. You may revoke a proxy at any
time before it is voted by delivering a written notice of revocation or a later
dated proxy for the Control Share Meeting to Safety-Kleen, One Brinckman Way,
Elgin, Illinois 60123. Laidlaw Environmental and LES Acquisition request that
you send a copy of any revocation sent to the Company to Morrow & Co., Inc.,
909 Third Avenue, 20th Floor, New York, New York 10022. Proxies may also be
revoked at the Control Share Meeting; however, attendance at the Control Share
Meeting will not in and of itself revoke a proxy. Unless revoked in the manner
set forth above, proxies in the form accompanying this Proxy Statement will be
voted at the Control Share Meeting in accordance with your instructions. In the
absence of such instructions, such proxies will be voted FOR the Voting Rights
Proposal and FOR any Adjournment Proposal.
Any abstention from voting on a proxy will count as a vote withheld and
will be included in computing the number of Shares present for purposes of
determining whether a quorum is present at the Control Share Meeting. If a
broker indicates on a proxy that does not have discretionary authority as to
certain Shares to vote on the Voting Rights Proposal or any Adjournment Proposal
(a "broker non-vote"), those Shares will also be considered present for purposes
of determining the presence of a quorum but not entitled to vote with respect to
the applicable proposal. With respect to the Voting Rights Proposal or any
Adjournment Proposal, an abstention will have the same effect as a vote AGAINST
such proposal, since abstentions will be counted in computing the number of
Shares represented and entitled to vote at the Control Share Meeting, while
broker non-votes will not be so counted and consequently will have no effect on
the vote. The inspector of election appointed by the Company's Board of
Directors and Laidlaw Environmental will determine the Common Shares represented
at the meeting and the validity of the proxies and ballots, and will count all
votes and ballots. The voting requirements and procedures described herein are
based upon provisions of the WBCL, the Company's charter documents and
interpretations deemed relevant.
Only holders of record of Shares as of the close of business on the
Record Date will be entitled to vote. If you are a shareholder of record on the
Record Date, you will retain your voting rights for the Control Share Meeting
even if you sell such Shares after the Record Date or if you tender such
Shares pursuant to the Offer, whether before or after the Record Date. The
tender of Shares pursuant to the Offer does not constitute the grant to Laidlaw
Environmental or LES Acquisition of a proxy or any voting rights with respect to
the tendered Shares until such time as such Shares are accepted for payment by
LES Acquisition. Accordingly, it is important that you vote the Shares held by
you on the Record Date, or grant a proxy to vote such Shares on the BLUE-STRIPED
proxy card even if you sell such Shares after the Record Date or tender such
Shares pursuant to the Offer.
If any of your Shares are held in the name of a brokerage firm,
bank, bank nominee or other institution on the Record Date, only it can execute
a proxy for such Shares and will do so only upon receipt of your
specific instructions. Accordingly, please contact the person responsible for
your account and instruct that person to execute the BLUE-STRIPED proxy card.
PLEASE SIGN, DATE AND MAIL THE ACCOMPANYING BLUE-STRIPED PROXY CARD
PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. BY SIGNING AND
MAILING THE ACCOMPANYING BLUE-STRIPED PROXY CARD, ANY PROXY PREVIOUSLY SIGNED
BY YOU WITH RESPECT TO THE VOTING RIGHTS PROPOSAL WILL BE AUTOMATICALLY
REVOKED.
SOLICITATION OF PROXIES
This solicitation is not being made by or on behalf of the Company or the
Company's Board of Directors. Proxies may be solicited by mail, telephone,
telecopier, e-mail, telegram and in person. Solicitations may be made by
directors, officers, investor relations personnel and other employees of Laidlaw
Environmental or LES Acquisition, none of whom will receive additional
compensation for such solicitations. Laidlaw Environmental also anticipates that
certain officers, directors, employees or representatives of Morrow & Co., Bear
Stearns and Raymond James may communicate in person, by telephone or otherwise
with shareholders of the Company for the purpose of assisting in the
solicitation of proxies. Additional information concerning such participants in
the solicitation of proxies is listed in Schedule I. Laidlaw Environmental has
requested banks, brokerage houses and other custodians, nominees and fiduciaries
to forward all of its solicitation materials to the beneficial owners of the
Shares they hold of record. Laidlaw Environmental will reimburse these record
holders for customary clerical and mailing expenses incurred by them in
forwarding these materials to their customers.
7
<PAGE> 11
Laidlaw Environmental has retained Morrow & Co. for solicitation and
advisory services in connection with this solicitation. Laidlaw Environmental
has also retained Morrow & Co. to act as Information Agent in connection with
the Offer. Laidlaw Environmental will pay Morrow & Co. usual and customary
compensation for all such services, including up to $_____________ as
compensation for this solicitation, and will reimburse Morrow & Co. for
reasonable out-of-pocket expenses in connection therewith. Laidlaw
Environmental has agreed to indemnify Morrow & Co. against certain liabilities
and expenses in connection with the Offer, including, but not limited to,
certain liabilities under the federal securities laws. Morrow & Co. will
solicit proxies from individuals, brokers, bank nominees and other
institutional holders.
Bear Stearns is acting as financial advisor to Laidlaw Environmental in
connection with its effort to acquire the Company and as Dealer Manager in
connection with the Offer, for which services Laidlaw Environmental has paid to
Bear Stearns aggregate fees equal to $1,500,000, and has agreed to pay
additional amounts to Bear Stearns (up to a maximum of $3,250,000).
Raymond James is also acting as financial advisor to Laidlaw Environmental
in connection with its effort to acquire the Company, for which services, and
for assistance rendered by Raymond James in connection with prior purchases of
Shares by Laidlaw Environmental, Laidlaw Environmental has agreed to pay Raymond
James aggregate fees up to a maximum of $1,000,000 (all of which is contingent
upon consummation of the Merger).
Laidlaw Environmental has also agreed to reimburse each of the financial
advisors for all out-of-pocket expenses incurred by such financial advisors
(including consultant and attorney's fees), and has agreed to indemnify each of
Bear Stearns and Raymond James and certain related persons and entities against
certain liabilities and expenses in connection with their respective
engagements, including certain liabilities under the federal securities laws.
In connection with each of Bear Stearns' and Raymond James' engagement, Laidlaw
Environmental anticipates that certain employees of Bear Stearns and Raymond
James may communicate in person, by telephone or otherwise with a limited
number of institutions, brokers or other persons who are Safety-Kleen
shareholders. Neither Bear Stearns nor Raymond James will receive any fee for
or in connection with such solicitation activities by its employees apart from
the fees it is otherwise entitled to receive as described above.
In addition to the fees to be received by each of Bear Stearns and Raymond
James in connection with its engagement as financial advisor to Laidlaw
Environmental, Raymond James has in the past rendered various investment
banking and financial advisory services for Laidlaw Environmental for which it
has received customary compensation. Both Bear Stearns and Raymond James may in
the future render services to Laidlaw Environmental for which they will receive
customary fees.
Except as set forth above, neither Laidlaw Environmental nor, to the best
of Laidlaw Environmental's knowledge, any subsidiary, entity, or person acting
on its behalf has retained any other person to make solicitations or
recommendations to security holders on its behalf in connection with the
solicitation of proxies.
The entire expense of soliciting proxies for the Control Share Meeting is
being borne by Laidlaw Environmental or a subsidiary of Laidlaw Environmental.
Neither Laidlaw Environmental nor any such subsidiary will seek reimbursement
for such expenses from the Company. Costs incidental to these proxies include
expenditures for printing, postage, legal and related expenses and are expected
to be approximately $__________________. Total costs incurred to date in
furtherance of or in connection with these proxies are approximately
$________________.
If Laidlaw Environmental should terminate, or materially amend the terms
of, the Offer prior to the Control Share Meeting, Laidlaw Environmental or LES
Acquisition will disseminate such information regarding such changes to the
Company shareholders and, in appropriate circumstances, will provide the
Company shareholders with a reasonable opportunity to revoke their proxies
prior to the Control Share Meeting.
INTEREST OF LAIDLAW ENVIRONMENTAL IN THE VOTING RIGHTS PROPOSAL
If the Voting Rights Proposal is approved and Laidlaw Environmental
acquires additional Common Shares to bring its ownership level above 20 percent
of the outstanding Common Shares, Laidlaw Environmental will be able to vote all
of the Shares of the Company that it holds.
8
<PAGE> 12
SHAREHOLDER PROPOSALS
According to the preliminary proxy materials filed by the Company with the
Commission on November 26, 1997, the deadline for receipt of shareholders'
proposals for inclusion in the Company's 1998 proxy material was November 21,
1997.
OTHER INFORMATION
Laidlaw Environmental was incorporated in Delaware in 1968. Its principal
executive office is located at 1301 Gervais Street, Suite 300, Columbia, South
Carolina, 29201. Its telephone number is (803) 933-4200. Laidlaw Environmental
provides hazardous industrial waste management services throughout North
America. Laidlaw Environmental collects, transports, treats and disposes of
waste by incineration, landfilling and other methods at its facilities located
in the United States and Canada. Laidlaw Environmental also operates waste
processing, recycling and repackaging facilities and has analytical
laboratories at its facilities in several states.
LES Acquisition is a newly incorporated Delaware corporation and an
indirect wholly owned subsidiary of Laidlaw Environmental which to date has not
conducted any business other than in connection with the Offer and the Proposed
Merger. LES Acquisition's Executive Office is located at 1301 Gervais Street,
Suite 300, Columbia, South Carolina, 29201.
Certain information about the directors and executive officers of Laidlaw
Environmental and LES Acquisition and certain employees and other
representatives of Laidlaw Environmental who may also assist Morrow & Co. in
soliciting proxies is set forth in the attached Schedule I. Schedule II sets
forth certain information relating to Common Shares owned by Laidlaw
Environmental, LES Acquisition, and other representatives. Schedule III sets
forth certain information, as made available in public documents, regarding
Common Shares held by the Company's principal shareholders and its management.
THIS PROXY STATEMENT IS NEITHER A REQUEST FOR THE TENDER OF SHARES NOR AN
OFFER WITH RESPECT THERETO. THE OFFER WILL BE MADE ONLY BY MEANS OF THE
PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT, THE OFFER TO PURCHASE AND THE
RELATED LETTER OF TRANSMITTAL, WHICH WILL BE FORWARDED TO YOU AFTER THE
EFFECTIVE DATE OF THE REGISTRATION STATEMENT. PLEASE COMPLETE, SIGN AND DATE THE
ENCLOSED BLUE-STRIPED PROXY CARD AND RETURN IT PROMPTLY TO MORROW & CO., INC.,
909 THIRD AVENUE, 20TH FLOOR, NEW YORK, NEW YORK 10022, IN THE ENCLOSED
ENVELOPE. NO POSTAGE IS NECESSARY IF THE ENVELOPE IS MAILED IN THE UNITED
STATES.
YOUR VOTE IS IMPORTANT! PLEASE SIGN, DATE AND MAIL THE ACCOMPANYING
BLUE-STRIPED PROXY CARD PROMPTLY.
LAIDLAW ENVIRONMENTAL SERVICES, INC.
LES ACQUISITION, INC.
____________________, 1997
9
<PAGE> 13
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
OF LAIDLAW ENVIRONMENTAL AND LES ACQUISITION
Directors and Executive Officers of Laidlaw Environmental and LES
Acquisition. The name, business address, present principal occupation or
employment and five-year employment history of each of the directors and
executive officer of Laidlaw Environmental and LES Acquisition are set forth
below. Unless otherwise indicated, each occupation set forth opposite an
individual's name refers to employment with Laidlaw Environmental. Unless
otherwise indicated, each director and executive officer listed below is a
citizen of the United States.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR EMPLOYMENT DURING THE LAST
NAME AND BUSINESS ADDRESS AGE FIVE YEARS, DIRECTORSHIPS OF PUBLIC COMPANIES
------------------------- --- ---------------------------------------------
<S> <C> <C>
Kenneth W. Winger 59 President, Chief Executive Officer and Director of
President, Chief Executive Officer Laidlaw Environmental since May 15, 1997; President
and Director of Laidlaw and sole Director of LES Acquisition, Inc. since
Environmental November 12, 1997; President, Chief Operating
1301 Gervais Street, Suite 300 Officer and sole director of Laidlaw Environmental
Columbia, S.C. 29201 Services (US), Inc. from July 1995 until May 1997;
Executive Vice President for Business Development of
Laidlaw Waste Systems, Ltd. from January 1995 until
July 1995; from May 1991 until December 1994,
Senior Vice President for Corporate Development of
Laidlaw Inc. Mr. Winger also is a director of
ViroGroup, Inc. Non-U.S. citizen.
James R. Bullock 53 President and Chief Executive Officer of Laidlaw, Inc.
Director of Laidlaw Environmental since October 1993; for more than a year prior thereto,
and Chairman of the Board since President and Chief Executive Officer of Cadillac
May 1997 Laidlaw Inc. Fairview Corporation Limited. Mr. Bullock also is a
3221 North Service Road director of Laidlaw Inc. Non-U.S. citizen.
Burlington, Ontario L7R 3Y8
John R. Grainger 48 Executive Vice President and Chief Operating Officer
Director of Laidlaw Environmental of Laidlaw Inc. since September 1997; President and
and Chairman of the Board since Chief Operating Officer of Laidlaw Transit, Inc. since
May 1997 May 1992. Mr. Grainger currently serves as Chairman
Laidlaw Inc. of the Human Resources and Compensation
3221 North Service Road Committee. Non-U.S. citizen.
Burlington, Ontario L7R 3Y8
Leslie W. Haworth 54 Senior Vice President and Chief Financial Officer of
Director of Laidlaw Environmental Laidlaw, Inc. for more than five years. Mr. Haworth
since May 1997 currently serves as Chairman of the Audit Committee.
Laidlaw Inc. Non-U.S. citizen
3221 North Service Road
Burlington, Ontario L7R 3Y8
</TABLE>
10
<PAGE> 14
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR EMPLOYMENT DURING THE LAST
NAME AND BUSINESS ADDRESS AGE FIVE YEARS, DIRECTORSHIPS OF PUBLIC COMPANIES
------------------------- --- ---------------------------------------------
<S> <C> <C>
John W. Rollins, Sr. 81 Chairman of the Board and Chief Executive Officer of
Director of Rollins Environmental Rollins Truck Leasing Corp. for more than five years.
Services, Inc. since 1982 Mr. Rollins was Chairman of the Board and Chief
Rollins Truck Leasing Corp. Executive Officer of Rollins Environmental
2200 Concord Pike Services, Inc. from 1988 until May 15, 1997.
One Rollins Plaza Mr. Rollins also is a director of Matlack
Wilmington, DE 19803 Systems, Inc., Rollins, Inc., RPC, Inc. and Dover
Downs Entertainment, Inc. Mr. Rollins is the father of
John W. Rollins, Jr.
John W. Rollins Jr. 55 President and Chief Operating Officer and a director of
Director of Rollins Environmental Rollins Truck Leasing Corp. for more than five years;
Services, Inc. since 1982 Chairman of the Board of Matlack Systems, Inc. for
Rollins Truck Leasing Corp. more than five years. Mr. Rollins was Senior Vice
2200 Concord Pike Chairman of the Board of Rollins Environmental
One Rollins Plaza Services, Inc. from 1988 until May 15, 1997.
Wilmington, DE 19803 Mr. Rollins also is a director of Dover
Downs Entertainment, Inc. Mr. Rollins is a member of
the Human Resources and Compensation Committee.
Mr. Rollins is the son of John W. Rollins, Sr.
David E. Thomas, Jr. 40 Senior Managing Director and the Head of the
Director of Laidlaw Environmental Investment Banking Group of Raymond James since
since June 1997 July 1996; from 1991 until July 1996, Managing
Raymond James & Associates, Inc. Director of Raymond James. Mr. Thomas also is a
880 Carillon Parkway director of Reynolds, Smith and Hills, Inc. Mr.
St. Petersburg, FL 33716 Thomas is a member of the Human Resources and
Compensation Committee.
Henry B. Tippie 70 For more than five years, Chairman of the Board and
Director of Rollins since 1982 President of Tippie Services; for more than five years,
Tippie Service, Inc. Chairman of the Executive Committee and Vice
3420 Executive Center Drive, Chairman of the Board of Rollins Truck Leasing Corp.
NW Suite 163 Mr. Tippie was Chairman of the Executive Committee
Austin, TX 78731 of Rollins from 1988 until May 15, 1997. Mr. Tippie
also is a director of Matlack Systems, Inc., Dover
Downs Entertainment, Inc., RPC, Inc. and Rollins Inc.
Mr. Tippie is a member of the Audit Committee.
James L. Wareham 58 President of AK Steel Corporation since March 1997;
Director of Laidlaw Environmental form 1992 until 1996, Chief Executive Officer of
since June 1997 Wheeling-Pittsburgh Steel Corporation. Mr. Wareham
AK Steel Corporation is a member of the Audit Committee.
703 Curtis Street
Middleton, OH 45043
Grover C. Wrenn 55 Chairman and Chief Executive Officer of Better Health
Director of Laidlaw Environmental Network, Inc. since June 1996; Chief Executive
since July 1997 Officer of EnSys Environmental Products, Inc. from
4 Wolfe Street April 1995 through December 1996; and President and
Alexandria, VA 22314 Chief Executive Officer of Applied Bioscience
International from 1991 through March 1995. Mr.
Wrenn also is a director of Strategic Diagnostics, Inc.
and Pharmakinetics Laboratories, Inc.
</TABLE>
11
<PAGE> 15
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR EMPLOYMENT DURING THE LAST
NAME AND BUSINESS ADDRESS AGE FIVE YEARS, DIRECTORSHIPS OF PUBLIC COMPANIES
------------------------- --- ---------------------------------------------
<S> <C> <C>
Michael J. Bragagnolo 51 Executive Vice President and Chief Operating Officer
Executive Vice President and Chief of Laidlaw Environmental Services, Inc. since May 15,
Operating Officer of Laidlaw 1997; Executive Vice President and Chief Operating
Environmental since May 1997 Officer of Laidlaw Environmental Services (US), Inc.
Laidlaw Environmental Services, Inc. from January 1997 until May 1997; Executive Vice
1301 Gervais Street, Suite 300 President of United States Operations of Laidlaw Waste
Columbia, SC 29201 Systems, Inc. from September 1993 until January
1997; Vice President of Strategic Analysis and
Planning of Laidlaw Waste Systems, Inc. from
December 1991 until September 1993. Non-U.S. citizen.
Henry H. Taylor 53 Vice President, General Counsel and Secretary of
Vice President, General Counsel and Laidlaw Environmental Services, Inc. since May 15,
Secretary of Laidlaw Environmental 1997; Secretary of LES since May 1997.
Laidlaw Environmental Services, Inc. Acquisition, Inc. since November 12, 1997; Vice
1301 Gervais Street, Suite 300 and Regulatory Affairs and Secretary of Laidlaw
Columbia, SC 29201 Environmental Services (US), Inc. September 1995 until
May 1997; Vice President of Legal Affairs of Laidlaw
Environmental Services (US), Inc. May 1990 until January
1995.
Paul R. Humphreys 38 Senior Vice President of Finance and Chief Financial
Senior Vice President, Finance and Officer of Laidlaw Environmental Services, Inc. since
Chief Financial Officer of Laidlaw May 15, 1997; Senior Vice President and Chief
Environmental since May 1997. Financial Officer of LES Acquisition, Inc. since
Laidlaw Environmental Services, Inc. November 12, 1997; Vice President of Finance for
1301 Gervais Street, Suite 300 Laidlaw Environmental Services (US), Inc. January
Columbia, SC 29201 1995 until May 1997; Manager of Finance for Laidlaw
Inc. from 1988 until January 1995. Non-U.S. citizen.
</TABLE>
Additional Laidlaw Environmental representatives who may
solicit proxies:
---------------------
---------------------
12
<PAGE> 16
SOLICITATIONS OF PROXIES
Bear, Stearns & Co. Inc.
The following individuals are the representatives of the Dealer
Manager who may solicit proxies:
Douglas T. Lake
Ashar H. Khan
Christopher J. Boyle
Anthony J. Magro
Richard M. Osler
Paul A. Berman
Each of the above-named individuals is employed by Bear, Stearns & Co. Inc.,
245 Park Avenue, New York, New York 10167.
Raymond James & Associates, Inc.
The following individuals are the representatives of Raymond James who
may solicit proxies:
- --------------------
- --------------------
13
<PAGE> 17
SCHEDULE II
SHARES HELD BY LAIDLAW ENVIRONMENTAL AND LES ACQUISITION
As of the date hereof, Laidlaw Environmental and its subsidiaries
(including LES Acquisition) hold beneficially 601,100 Shares.
Neither Laidlaw Environmental nor, to the best of its knowledge, any
of the persons listed on Schedule I hereto has (i) any contract, arrangement,
understanding or relationship with any other person with respect to any
securities of the Company, including, but not limited to, any contract,
arrangement, understanding or relationship concerning the transfer or the
voting of any such securities, joint ventures, loan or option arrangements,
puts or calls, guaranties of loans, guaranties against loss or the giving or
withholding of proxies; (ii) had any contacts or negotiations with the Company
or its affiliates concerning a merger, consolidation or acquisition, a tender
offer or other acquisition of securities, an election of directors, or a sale
or other transfer of a material amount of assets, except as described herein;
or (iii) has had any transaction with the Company or any of its executive
officers, directors or affiliates that would require disclosure under the rules
and regulations of the Commission applicable to the Offer except existing and
present business relationships (e.g., providing services to each other or
considering the purchase of sale of discrete assets or operations or alliances)
in the ordinary course of business, none of which are material, the sale of
certain assets of a Laidlaw Environmental subsidiary to the Company in February
1996 and the accompanying cooperative services agreement which is in the
process of being terminated.
In the ordinary course of its business, Bear Stearns and Raymond James
may trade the securities of the Company for their own accounts and the accounts
of their customers and, accordingly, may at any time hold a long or short
position in such securities. As of the date hereof, Bear Stearns holds
____________ Shares and Raymond James holds _________ Shares.
14
<PAGE> 18
SCHEDULE III
OWNERSHIP OF SHARES BY CERTAIN BENEFICIAL OWNERS
AND SAFETY-KLEEN MANAGEMENT
The following table and notes thereto, which, other than information
regarding Laidlaw Environmental, are reproduced from the Company Proxy
Statement, set forth certain information with respect to beneficial ownership
of Shares as of March 28, 1997 by (a) all directors of Company, (b) the named
directors and officers of Company, including the executive officers of
subsidiaries of Safety-Kleen and (c) all directors and executive officers of
Company as a group. An asterisk indicates ownership of less than one percent of
outstanding Shares.
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF SHARES OUTSTANDING
STOCK (2) BENEFICIALLY OWNED(1) SHARES
- --------- --------------------- ------
<S> <C> <C>
Donald W. Brinckman.......................................... 869,156(3) 1.48%
Joseph Chalhoub.............................................. 350,683(4) *
David A. Dattilo............................................. 119,972(5) *
Richard T. Farmer............................................ 42,750(6) *
Russell A. Gwillim........................................... 197,981(7) *
F. Henry Habicht II.......................................... 42,226(8) *
Edgar D. Jannotta............................................ 67,500(6) *
John G. Johnson, Jr.......................................... 91,513(9) *
Karl G. Otzen................................................ 1,480,581(12) 2.54%
Paul D. Schrage.............................................. 31,180(6) *
Marcia E. Williams........................................... 8,500(10) *
W. Gordon Wood............................................... 70,805(6) *
</TABLE>
- -------------------------
* Denotes less than one percent of shares outstanding.
(1) Under regulations of the Securities and Exchange Commission, persons who
own or have the power to vote or dispose of shares, either alone or
jointly with others, are deemed to be the beneficial owners of such
shares. Such persons are also deemed to be the beneficial owners of shares
beneficially owned by certain close family members.
(2) Shares subject to options exercisable within 60 days of February 26, 1997
are considered outstanding for the purpose of determining the percent of
the class held by the holder of such option, but not for the purpose of
computing the percentage held by others.
(3) Includes 73 shares owned by his wife, 431,091 shares subject to options
exercisable within 60 days of February 26, 1997 and 1,033 shares held in
the Company's 401(k) plan as to which he does not have voting control.
(4) Includes 275,000 shares owned by Breslube Industries, Ltd. of which 100%
is owned by Mr. Chalhoub. Also included are 59 shares owned by his wife,
75 shares owned by his son and 75,549 shares subject to options
exercisable within 60 days of February 26, 1997.
(5) Includes 88,627 shares subject to options exercisable within 60 days of
February 26, 1997.
(6) Includes 30,000 shares subject to options exercisable within 60 days of
February 26, 1997.
(7) Includes 30,223 shares owned by his wife and 30,000 shares subject to
options exercisable within 60 days of February 26, 1997. Mr. Gwillim is
also a co-trustee for 45,827 shares held in an irrevocable trust for which
he has no beneficial ownership; such shares are not included in the table.
(8) Includes 39,712 shares subject to options exercisable within 60 days of
February 26, 1997 and 114 shares held in the Company's 401(i) plan as to
which he does not have voting control.
15
<PAGE> 19
(9) Includes 700 shares owned by his wife, 81,962 shares subject to options
exercisable within 60 days of February 26, 1997 and 332 shares held in the
Company's 401(k) plan as to which he does not have voting control.
(10) Includes 7,500 shares subject to options exercisable within 60 days of
February 26, 1997.
(11) Includes 1,537,470 shares subject to options exercisable within 60 days of
February 26, 1997 and 1,798 shares held in the Company's 401(k) plan as to
which they do not have voting control.
(12) Karl G. Otzen and Lucy T. Otzen (the "Otzens") are husband and wife. For
the purposes of this table, Karl G. Otzen is deemed to own shares owned by
Lucy T. Otzen, and according such number of shares is shown. In December
1992, the Otzens caused 683,760 of their shares to be contributed to
Circle L Limited Partnership. The general partner which controls the
Partnership is a corporation in which Karl G. Otzen, Lucy T. Otzen, Joan
Emery Lammers and her husband (the "Lammers"). Each owns 25% of the voting
stock and each occupies one of the four positions on the Board of
Directors. Because the Otzens and Lammers share voting power over all of
the shares held by the Partnership, each of them may be deemed to "own"
all shares in the partnership under the criteria governing this table. To
enhance clarity of presentation, however, the shares contributed to the
Partnership by Joan Emery Lammers are shown opposite Karl G. Otzen's name
and also included are 757,721 shares owned by trustees of which the Otzens
are co-trustees, 9,100 shares owned by a trust of which The Northern Trust
Company is trustee and 30,000 shares subject to options exercisable by
Karl G. Otzen within 60 days of February 26, 1997.
16
<PAGE> 20
IMPORTANT
If your shares are registered in your own name, you may mail or fax your
BLUE-STRIPED proxy card (both sides) to Morrow & Co., Inc. at the address or
fax number listed below.
If your shares are held in "street name" -- held by your brokerage firm or bank
- -- immediately instruct your broker or bank representative to sign Laidlaw
Environmental's BLUE-STRIPED proxy card on your behalf. If you have any
questions on voting your shares, please call.
Morrow & Co., Inc.
909 Third Avenue, 20th Floor
New York, NY 10022
CALL TOLL-FREE (800) 662-5200
Fax: (212) 754-8300.
17
<PAGE> 21
APPENDIX
PROXY
THIS PROXY IS SOLICITED BY
LAIDLAW ENVIRONMENTAL SERVICES, INC.
AND
LES ACQUISITION, INC.
FOR THE SPECIAL MEETING OF
SHAREHOLDERS OF SAFETY-KLEEN CORP.
TO BE HELD PURSUANT TO
SECTION 180.1150 OF THE WISCONSIN BUSINESS CORPORATION LAW
The undersigned hereby appoints Kenneth W. Winger, Henry H. Taylor, Paul R.
Humphreys, and each of them, with full power of substitution, the proxies of the
undersigned to vote all of the outstanding Shares, par value $.10 per share
("Shares"), of Safety-Kleen Corp. (the "Company") that the undersigned is
entitled to vote at the Special Meeting of shareholders of the Company to be
held on ______________, 199___ pursuant to Section 180.1150 of the Wisconsin
Business Corporation Law (the "Control Share Meeting"), or at any adjournment or
postponement of the Control Share Meeting, on the following matters:
1. Restoration of Full Voting Power of Shares of the Company. A
resolution of the Company's shareholders authorizing the restoration of full
voting power to all Shares of the Company to be acquired by Laidlaw
Environmental Services, Inc. (or one or more direct or indirect subsidiaries of
Laidlaw Environmental Services, Inc.) pursuant to the Offer (as described in the
Proxy Statement (as defined below) for the Control Share Meeting), as such Offer
may be amended from time to time, or otherwise.
/ / FOR / / AGAINST / / ABSTAIN
LAIDLAW ENVIRONMENTAL SERVICES, INC. AND
LES ACQUISITION, INC. RECOMMEND
THAT YOU VOTE "FOR" ITEM 1.
The proxies of the undersigned named above are authorized to vote, in
their discretion, upon such other matters as may properly come before the
Control Share Meeting and any adjournment or postponement thereof.
[Proxy Continued On Reverse]
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED ON THE
REVERSE SIDE. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE
RESTORATION OF VOTING POWER. THE UNDERSIGNED HEREBY ACKNOWLEDGES
RECEIPT OF THE PROXY STATEMENT OF LAIDLAW ENVIRONMENTAL SERVICES, INC.
AND LES ACQUISITION, INC. DATED __________, _____, SOLICITING PROXIES FOR THE
CONTROL SHARE MEETING (THE "PROXY STATEMENT").
All previous proxies given by the undersigned to vote at the Control Share
Meeting or at any adjournment or postponement thereof are hereby revoked.
Dated:____________, _____
18
<PAGE> 22
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(Signature)
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(Signature, if jointly held)
Title:
-------------------------------------
Please sign exactly as name appears hereon.
When shares are held by joint tenants, both
should sign. When signing as an attorney,
executor, administrator, trustee or
guardian, give full title as such. If a
corporation, sign in full corporate name by
President or other authorized officer. If a
partnership, sign in partnership name by
authorized person.
PLEASE PROMPTLY COMPLETE, SIGN, DATE AND FAX OR MAIL IN THE ENCLOSED
ENVELOPE TO MORROW & CO., INC., 909 THIRD AVENUE, 20TH FLOOR, NEW YORK, NEW
YORK 10022, FAX: (212) 754-8300.
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