SAFETY KLEEN CORP
DFRN14A, 1998-02-18
BUSINESS SERVICES, NEC
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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.
- --------------------------------------------------------------------------------
                (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:
 
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<PAGE>   2



            LAIDLAW ENVIRONMENTAL OFFER EXTENDED THROUGH FEBRUARY 26


COLUMBIA, SOUTH CAROLINA...FEBRUARY 18, 1998/PRNewswire/ -- Laidlaw
Environmental Services, Inc. (NYSE:LLE) today announced that it has further
extended its exchange offer for Safety-Kleen Corp. (NYSE:SK) to 12:00 p.m.
Midnight New York City time on Thursday, February 26, 1998.

Commenting on the announcement, Kenneth W. Winger, Laidlaw Environmental's
president and chief executive officer, said:

"Last Friday Safety-Kleen shareholders delivered a clear message to the
Safety-Kleen Board: 'We prefer the Laidlaw Environmental offer!' On Monday, we
extended our offer to give the Safety-Kleen Board time to act responsibly and
remove the poison pill and other anti-takeover devices that prevent us from
accepting and paying for Safety-Kleen shares. Mr. Donald Brinckman, in his
February 16th press release, made clear that the Safety-Kleen Board still
intends to pursue the inferior $27 Philip group merger proposal, to hold a
special shareholder meeting on February 25th and to oppose our offer. We fully
expect Safety-Kleen shareholders to vote against the $27 Philip group proposal.
The Safety-Kleen Board will then have to recognize the will of its shareholders.
Should the Safety-Kleen Board continue thereafter to use its poison pill 
against its own shareholders, we will promptly seek injunctive relief in Chicago
Federal Court. Accordingly, we have extended our offer to February 26th."

Continuing, Mr. Winger said:

"Institutional Shareholder Services, the leading independent proxy advisory
firm, and Safety-Kleen's own financial advisor, William Blair, compared our
offer with the $27 Philip group proposal and found our offer superior. The
majority of Safety-Kleen shareholders have made clear they prefer our offer. In
our view, the Safety-Kleen Board stands alone in opposition."

Laidlaw Environmental Services is the leading provider of hazardous and
industrial waste management services to industry and government. The company
operates from more than 100 locations throughout North America.



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



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