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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 [X]
Filed by a Party other than the Registrant [_]
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
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SAFETY-KLEEN CORP.
................................................................................
(Name of Registrant as Specified in Its Charter)
................................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] $125 per Exchange Act Rules 0-11(c)(i)(ii), 14a-6(i)(1), 14a-6(i)(2) or
item 22(a)(2) of Schedule 14A.
[_] 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: (1)...............................
(4) Proposed maximum aggregate value of transaction: .....................
(5) Total fee paid: ..............
[_] Fee previously paid 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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FOR IMMEDIATE RELEASE Contact: Maureen Fisk
847-468-2452
SAFETY-KLEEN BOARD REJECTS
LAIDLAW ENVIRONMENTAL OFFER
JANUARY 6, 1998--ELGIN, ILLINOIS--Safety-Kleen Corp. (NYSE: SK) announced that
its Board of Directors today confirmed its rejection of Laidlaw Environmental
Services, Inc.'s proposed offer, notwithstanding the clarification of that
offer announced by Laidlaw yesterday. That clarification limits deductions
from the cash portion of Laidlaw's offer to a maximum of $75 million in
termination fees and expenses. Donald W. Brinckman, Chairman and Chief
Executive Officer of Safety-Kleen, stated that when the Safety-Kleen Board
originally rejected the Laidlaw offer on December 20th, among the factors it
considered was the possibility that the deduction from the cash portion of
that offer might be so limited.
PARTICIPANT INFORMATION
Safety-Kleen Corporation ("Safety-Kleen") and the persons named below may be
deemed to be participants in the solicitation of proxies in connection with
the merger of SK Acquisition Corp. (the "Purchaser"), a wholly-owned
subsidiary of SK Parent Corp. ("Parent"), with and into Safety-Kleen (the
"Merger") and pursuant to which each share of Safety-Kleen common stock
(including each associated common stock purchase right) (other than shares
owned by Parent, the Purchaser or any subsidiary thereof and treasury shares)
will be converted in the Merger into the right to receive $27.00 in cash,
without interest. Parent is a new corporation formed by Philip Services Corp.
("Philip"), affiliates of Apollo Management, L.P. ("Apollo") and affiliates of
Blackstone Management Partners III L.L.C. ("Blackstone").
Safety-Kleen. Participants in this solicitation may include the directors of
Safety-Kleen (Donald W. Brinckman, Richard T. Farmer, Russell A. Gwillim,
Edgar D. Jannotta, Karl G. Otzen, Paul D. Schrage, Marcia E. Williams, and W.
Gordon Wood); the following executive officers of Safety-Kleen: Joseph
Chalhoub, David A. Dattilo, F. Henry Habicht II, Hyman K. Bielsky, Scott E.
Fore, Scott D. Krill, Clark J. Rose, Laurence M. Rudnick and C. James Schulz;
and the following other member of Safety-Kleen management: Maureen Fisk
(collectively, the "Safety-Kleen Participants"). The above-referenced
individuals beneficially own an aggregate of 3,580,306 shares of Safety-Kleen
common stock (including shares subject to stock options exercisable within 60
days). Messrs. Brinckman and Otzen beneficially own 907,100 shares and
1,481,093 shares of Safety-Kleen common stock, respectively (including shares
subject to stock options exercisable within 60 days). None of the remaining
Safety-Kleen Participants beneficially owns in excess of 1% of Safety-Kleen's
outstanding equity securities. The address of each of the Safety-Kleen
participants is c/o Safety-Kleen Corp., One Brinckman Way, Elgin, Illinois
60123.
William Blair. Safety-Kleen has retained William Blair & Company, L.L.C.
("William Blair") to act as its financial advisors in connection with the
Merger, for which it has received and may receive substantial fees, as well as
reimbursement of reasonable out-of-pocket expenses. In addition, Safety-Kleen
has agreed to indemnify William Blair and certain related persons against
certain liabilities, including certain liabilities under the federal
securities laws, arising out of their engagement. Certain employees of William
Blair may also assist in the solicitation of proxies, including by
communicating in person, by telephone, or otherwise with a limited number of
institutions, brokers, or other persons who are stockholders of Safety-Kleen.
William Blair will not receive any separate fee for any such solicitation
activities. William Blair is an investment banking firm that provides a full
range of financial services for institutional and individual clients. William
Blair does not admit that it or any of its directors, officers or employees is
a "participant" as defined in Schedule 14A promulgated under the Exchange Act,
in the solicitation, or that Schedule 14A requires the disclosure of certain
information concerning William Blair. In the normal course of its business,
William Blair regularly buys and sells Safety-Kleen securities for its own
account and for the accounts of its customers which may result from time to
time in William Blair and its associates having a net "long" or net "short"
position in Safety-Kleen securities. Additionally, in the
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normal course of its business, William Blair may finance its securities
positions by bank and other borrowings and repurchase and securities borrowing
transactions. Employees of William Blair who may be deemed "participants" in
this solicitation include: E. David Coolidge III, John L. Carton, Jeffrey W.
Corum and Brent W. Felitto. The business address of such persons is William
Blair & Company, L.L.C., 222 West Adams Street, Chicago, Illinois 60606.
Safety-Kleen anticipates that certain officers, directors, employees or
affiliates of Philip, Apollo, Blackstone, Parent and Merrill Lynch & Co.,
Parent's financial advisor ("Merrill Lynch"), may communicate in person, by
telephone or otherwise with shareholders of Safety-Kleen for the purpose of
assisting in the solicitation of proxies. These efforts would be in furtherance
of Parent's efforts to consummate the Merger. None of such persons will be
compensated by Safety-Kleen in connection with such solicitation activities.
Except as noted below with respect to Merrill Lynch, none of such persons
beneficially owns, individually or in the aggregate, in excess of 1% of Safety-
Kleen's outstanding common stock. Additional information concerning such
participants is set forth below.
Philip Services Corp. Unless otherwise indicated, the information below
refers to such person's position with Philip Services Corp. The business
address of each executive officer is Philip Services Corp., 100 King Street
West, P.O. Box 2440, LCD #1, Hamilton, Ontario, L8N 4J6. Persons who may be
deemed to be participants in this solicitation include: Allen Fracassi,
President, Chief Executive Officer and Director; Philip Fracassi, Executive
Vice-President, Chief Operating Officer and Director; Howard Beck, Chairman and
Director; Roy Cairns, Director; Derrick Rolfe, Director; Norman Foster,
Director; Felix Pardo, Director; Herman Turkstra, Director; William E. Haynes,
Director; Robert Waxman, President, Metals Recovery Group and Director; Robert
L. Knauss, Director; Marvin Boughton, Executive Vice-President and Chief
Financial Officer; Robert M. Chiste, President, Industrial Services Group;
Peter Chodos, Executive Vice-President, Corporate Development; Colin Soule,
Executive Vice-President, General Counsel & Corporate Secretary (also a
director of Parent); Antonio Pingue, Executive Vice President, Corporate and
Regulatory Affairs; and John Woodcroft, Executive Vice-President, Operations.
Apollo. Persons who may be deemed to be participants in this solicitation
include: Apollo Management, L.P., Apollo Investment Fund III, L.P., Apollo
Overseas Partners III, L.P., Apollo (U.K.) Partners III, L.P., Antony P.
Ressler, Investment Manager, and David B. Kaplan, Investment Manager and a
Director of Parent.
Blackstone. Persons who may be deemed to be participants in this solicitation
include: Blackstone Capital Partners III Merchant Banking Fund L.P., Blackstone
Offshore Capital Partners III L.P., Blackstone Management Associates III L.P.,
Blackstone Management Partners III L.L.C., Howard A. Lipson, Investment
Manager, a Director of Parent, and Lawrence H. Guffey, Investment Manager.
SK Parent Corp. Persons who may be deemed to be participants in this
solicitation include: Colin Soule (see Philip above), Antony P. Ressler (see
Apollo above), and Howard A. Lipson (see Blackstone above).
Merrill Lynch. Certain employees of Merrill Lynch & Co. may also assist in
the solicitation of proxies, including by communicating in person, by
telephone, or otherwise with a limited number of institutions, brokers, or
other persons who are stockholders of Safety-Kleen. Merrill Lynch will not
receive any separate fee for its solicitation activities. Merrill Lynch is an
investment banking firm that provides a full range of financial services for
institutional and individual clients. Merrill Lynch does not admit that it or
any of its directors, officers or employees is a "participant" as defined in
Schedule 14A promulgated under the Exchange Act, in the solicitation, or that
Schedule 14A requires the disclosure of certain information concerning Merrill
Lynch. In the normal course of its business, Merrill Lynch regularly buys and
sells Safety-Kleen securities for its own account and for the accounts of its
customers which may result from time to time in Merrill Lynch and its
associates having a net "long" or net "short" position in Safety-Kleen
securities. Additionally, in the normal course of its business, Merrill Lynch
may finance its securities positions by bank and other borrowings and
repurchase and securities borrowing transactions. Employees of Merrill Lynch
who may be deemed "participants" in this solicitation include: Mark Shafir and
Drago Rajkovic. The business address of such persons is Merrill Lynch & Co.,
101 California Street, Suite 1200, San Francisco, California 94111.
