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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
[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)
- --------------------------------------------------------------------------------
(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)(4) 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
(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:_______________________________________________
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(3) Filing Party:_________________________________________________________
(4) Date Filed:___________________________________________________________
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On March 5, 1998, Safety-Kleen Corp. issued the following press release:
SAFETY-KLEEN COMMENTS ON PHILIP SERVICES CORP.
ANNOUNCEMENT ON FINANCING COMMITMENT
ELGIN, Ill. - March 5, 1998 - Safety-Kleen Corp. (NYSE:SK) today said it
believes that concerns about the financing for SK Parent Corp.'s $27 per share
all-cash merger agreement with Safety-Kleen are effectively addressed by Philip
Services Corp.'s announcement and the announcement by SK Parent Corp. After
giving consideration to Philip's release of its year-end results and copper
inventory discrepancy, Philip's lender confirmed that nothing has come to its
attention to date that would cause it not to advance funds.
On February 20, Philip announced that it had obtained a financing
commitment from CIBC Capital Partners, a division of Canadian Imperial Bank of
Commerce ("CIBC") to underwrite a $210 million secured subordinated debt
facility. The purpose of the facility is to finance Philip's $200 million
equity contribution to SK Parent Corp. and to pay certain related fees and
expenses in connection with the merger agreement.
Donald W. Brinckman, Safety-Kleen Chairman of the Board and Chief Executive
Officer, said, "Philip's announcement today, coupled with that of SK Parent
Corp. should alleviate concerns about the financing for SK Parent's $27 per
share all-cash offer. Philip has addressed its difficulties and what matters for
the SK Parent transaction is Philip's confirmation that it is in compliance with
the terms of its financing arrangements and the statement of CIBC.
"Subject to receiving votes for the $27 per share all-cash merger agreement
from holders of two-thirds of Safety-Kleen shares at the shareholders meeting on
March 9, we expect that we can conclude this transaction and that shareholders
will receive their money promptly after the vote is certified."
Brinckman further noted that according to information disclosed by Laidlaw
Environmental, the number of shares tendered to Laidlaw Environmental as of
March 4 had declined by approximately 13 million shares since February 13,
evidencing that Laidlaw no longer has tenders from a majority of Safety-Kleen
shareholders, and that tenders to Laidlaw have, in fact, dropped to
approximately 31.4 percent. The closing of Laidlaw Environmental's tender offer
is subject to a condition that two-thirds of Safety-Kleen's shares be tendered.
Tendering shareholders can also vote in favor of the SK Parent merger.
Safety-Kleen is an environmental and industrial service company dedicated
to helping nearly 400,000 industrial and automotive customers recycle and
process their waste streams.
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On March 5, 1998, SK Parent Corp. issued the following press release:
SK Parent Corp. Confirms Financing for Philip Services'
Contribution in Place to Complete Safety-Kleen Acquisition
NEW YORK--(BUSINESS WIRE)--March 5, 1998--SK Parent Corp., a company owned
equally by Philip Services Corp. (NYSE: PHV), affiliates of Apollo Management,
L.P. and affiliates of The Blackstone Group, today confirmed that CIBC Capital
Partners, a division of the Canadian Imperial Bank of Commerce [NYSE:BCM], had
reaffirmed its commitment to finance Philip's $200 million equity contribution
to SK Parent. SK Parent has offered to acquire all shares of Safety-Kleen Corp.
(NYSE:SK) for $27 per share in cash.
Philip, Apollo and Blackstone have each committed to contribute $200 million in
cash to SK Parent as equity. Apollo and Blackstone's respective $200 million
equity commitments are also in place. To finance the remaining portion of the
offer, SK Parent will borrow under a $1.5 billion credit facility that is fully
underwritten by The Chase Manhattan Bank and Canadian Imperial Bank of Commerce.
That facility has been fully syndicated.
On February 9, 1998, Safety-Kleen's Board of Directors reaffirmed its
recommendation that Safety-Kleen shareholders vote in favor of the SK Parent
merger. A special meeting of Safety-Kleen shareholders to vote on the merger
agreement with SK Parent is scheduled for March 9, 1998. SK Parent intends to
consummate the merger as soon as practicable after the certification of a
favorable vote of Safety-Kleen shareholders.
Philip Services is a fully integrated resource recovery and industrial services
company, with operations throughout the United States, Canada and the United
Kingdom. Philip provides steel, copper and aluminum processing and recovery
services, together with diversified industrial out-sourcing services, to all
major industry sectors.
Apollo Management is a private merchant banking firm with in excess of $5
billion of assets under management that specializes in private equity and debt
transactions. The Blackstone Group is a private investment bank, affiliates of
which sponsor corporate private equity and real estate funds with aggregate
commitments of $5 billion.
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The following are definitive additional materials of Safety-Kleen Corp.
dated March 5, 1998:
Jane A. Sample
Churchill Communications Corp.
Sample Mailgram
123 Main Street
Anywhere, NY 12345-1234
March 5, 1998
Dear Safety-Kleen Shareholder:
YOUR VOTE IS CRITICAL
The meeting of Safety-Kleen shareholders to approve SK Parent Corp.'s $27
per share all-cash merger is only THREE DAYS AWAY, and your vote FOR the merger
is needed.
You must act NOW to obtain the $27 per share value for your Safety-Kleen
shares. Your vote FOR the SK Parent Corp. merger is a vote for a transaction
that locks in your money without any of the stock ownership risks associated
with the alternative part-stock/part-cash offer.
Remember: On August 7, the day before your Board of Directors initiated its
process to maximize shareholder value, Safety-Kleen shares closed at $17.81. SK
Parent's $27 per share all-cash merger offer represents a 52 PERCENT INCREASE IN
VALUE since then.
For you to receive $27 in cash for your Safety-Kleen shares, we need
holders of two thirds of Safety-Kleen shares to vote FOR the SK Parent Corp.
merger. We expect that subject to receiving that vote, we will conclude this
transaction and shareholders will receive their money promptly after the vote is
certified.
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF THE COMPANY
ARE AVAILABLE TO ASSIST YOU NOW
INSTRUCTIONS
1. Call toll-free 1-800-437-7699 between 8:00 a.m. and 12:00 midnight eastern
time.
2. Tell the operator that you wish to send a collect ProxyGram to ID No. 8042,
Safety-Kleen Corp.
3. State your name, address and telephone number.
4. State the bank or broker at which your shares are held and your control
number as shown below:
Name: <NA.1>
Broker: <Broker>
Control number: <ControlNum>
Number of shares: <NumShares>
The Board of Directors recommends a vote FOR proposal 1.
1. Approve the Agreement and Plan of Merger dated as of November 20, 1997,
which provides for the merger of SK Acquisition Corp., a wholly-owned subsidiary
of SK Parent Corp., with and into Safety-Kleen.
( ) FOR ( ) AGAINST ( ) ABSTAIN
