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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
[Amendment No. __________]
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14a-6(e)(2))
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[_] 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)
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[LOGO OF SAFETY-KLEEN]
February 12, 1998
Dear Safety-Kleen Shareholder:
The special meeting of shareholders to vote on SK Parent's $27 ALL-CASH
OFFER the ("SK Parent merger") was adjourned until February 25 to allow all
shareholders additional time to consider recent developments. If you haven't
already voted, I urge you to do so NOW. Your vote FOR the SK Parent merger is
needed to help ensure the two-thirds shareholder vote required for the merger.
Your Board of Directors is convinced that the SK Parent $27 ALL-CASH offer
is preferable to Laidlaw Environmental's ("LLE") latest unsolicited part
stock/part cash offer and your Board remains committed to the SK Parent
merger. Consider these points:
. While LLE's latest offer increased the cash component, the total value is
still significantly affected by the value of its stock.
. The LLE offer calls for up to an additional 162 million shares of LLE
stock to be issued. When these new shares begin to trade, significant
downward pressure on the LLE stock price could diminish the value of your
investment.
. The combined company would be highly leveraged with a debt-to-capital
ratio of more than 70 percent.
LAIDLAW ENVIRONMENTAL'S OFFER MAY BE A GOOD DEAL FOR LAIDLAW INC. . . BUT IS
IT A GOOD DEAL FOR YOU?
Don't assume any of the risks of LLE's part-stock/part-cash offer. The SK
Parent merger agreement provides for $27 ALL-CASH and involves no business or
other risks associated with stock ownership to Safety-Kleen shareholders.
. LLE's business of dumping hazardous wastes in landfills and burning in
incinerators creates long-term environmental risks.
. LLE's offer would allow Laidlaw Inc. to reduce its percentage ownership
of LLE and deconsolidate it from Laidlaw Inc.'s balance sheet.
. LLE has stated that, if it merges with Safety-Kleen, there "can be no
assurance" that it "will be able to provide the required environmental
financial assurances without increased cost or at all."
. If the LLE offer were consummated, Safety-Kleen shareholders would own a
substantial portion of the highly-leveraged combined company, including
LLE's environmental liabilities and debts of $2.3 billion.
THE OPERATIONS OF SAFETY-KLEEN'S AND LLE'S BUSINESSES ARE DRAMATICALLY
DIFFERENT, AND WE ARE CONVINCED LLE CANNOT ACHIEVE THE COST SAVINGS AND
SYNERGIES NECESSARY TO AVOID EARNINGS DILUTION WITHOUT SIGNIFICANT DAMAGE TO
SAFETY-KLEEN'S BUSINESS.
. LLE has a base of 18,000 mid- to large-sized customers compared with
Safety-Kleen's nearly 400,000 customers consisting primarily of smaller-
quantity generators.
. There is little overlap between Safety-Kleen's service business and LLE's
landfill and incineration business.
. We are convinced that LLE cannot achieve more than approximately $28
million in synergies without a significant reduction in service quality,
revenue and profit. This is nowhere near the $100 million to $130 million
that LLE claims.
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YOU HAVE A VALUABLE INVESTMENT-PROTECT IT!
The principals of SK Parent are committed to the merger with Safety-Kleen.
Your vote FOR the SK Parent merger is needed NOW to help ensure that the
merger is completed. NOT VOTING IS THE SAME AS VOTING NO.
I urge you to vote for the SK Parent merger by signing, dating and promptly
mailing the GOLD-STRIPED card. Do this even if you are planning to attend the
special meeting.
Sincerely,
/s/ Donald W. Brinckman
Donald W. Brinckman
Chairman of the Board
You can learn more about the Board's concerns in Safety-Kleen's proxy
statement and proxy supplement sent to shareholders. If you have questions, or
need additional information, please call our proxy solicitor, ChaseMellon at
888-224-2734; OR you can fax your proxy to ChaseMellon at 212-273-8183 or 212-
273-8184.
