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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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(4) Date filed:
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LAIDLAW ENVIRONMENTAL ANNOUNCES EXCHANGE RATIO
Columbia, SC (March 4, 1998) - Laidlaw Environmental Services, Inc. (NYSE:LLE)
said today that the exchange ratio for purposes of its offer for Safety-Kleen
Corp. (NYSE:SK), which is currently scheduled to expire at 12:00 Midnight, New
York City time, on March 9, 1998, will be 2.70232 LLE common shares for each SK
common share validly tendered and not withdrawn, in addition to the $18.00 per
SK share SK holders will be entitled to receive in cash. Should the LLE offer be
extended, the exchange ratio will be recalculated as described in the Amended
Prospectus. As of March 4, 1998, approximately 18.6 million shares of SK common
stock (approximately 31.4% of the outstanding) have been tendered into the
Laidlaw Environmental offer; these SK shareholders can also vote in favor of the
Buyout Merger.
Commenting on the announcement, Mr. Kenneth W. Winger, president and
chief executive officer, said:
"Based upon today's closing price for LLE common shares of $4.563, our
offer to Safety-Kleen shareholders represents total value of $30.33, a 12.3%
premium over the Philip Group merger proposal offer of $27.00. We are confident
if the roadblocks are removed, Safety-Kleen shareholders will embrace our offer
and its superior value. If Safety-Kleen's Board of Directors continues to oppose
our offer, we will take all of the actions necessary to allow Safety-Kleen
shareholders access to this valuable opportunity."
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
