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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 [ ]
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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.
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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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LAIDLAW ENVIRONMENTAL EXTENDS OFFER - INITIATING COURT ACTION
COLUMBIA, SOUTH CAROLINA...FEBRUARY 26, 1998. 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
Monday, March 9, 1998.
LLE also announced that given the decision by SK's Board to adjourn to
March 9, 1998 the February 25, 1998 special meeting (which was the continuation
of the originally scheduled but adjourned February 11, 1998 special meeting) and
LLE's understanding that less than 50% of the SK shareholders voted to support
the Philip Group merger proposal, LLE will commence the process to seek
injunctive relief in Chicago Federal Court to remove the obstacles SK's Board
will not remove.
Commenting on the situation, Mr. Kenneth W. Winger, LLE's president and
chief executive officer, said:
"Inasmuch as the SK Board has disregarded the opinion of its financial
advisor, William Blair & Co., and has ignored the conclusion of Institutional
Shareholder Services that our offer is superior, I suppose we should not be
surprised by yesterday's actions. Based on the voting at yesterday's meeting,
the SK shareholders do not support the Philip Group merger proposal. It's time
for us to return to court and demand that the SK Board be compelled in good
faith to recognize the will of their shareholders. Based on SK management's
admonition to their shareholders last week that a "FAILURE TO VOTE IS THE SAME
AS VOTING NO", we believe a majority of the SK shareholders effectively have
voted against the Philip Group merger proposal, despite representations to
shareholders by SK management earlier in the week that SK was very close to
securing sufficient support to approve the merger."
Also commenting on these latest developments, Mr. James R. Bullock,
LLE's chairman and the president and chief executive officer of Laidlaw Inc.
(NYSE:LDW), said:
"LLE remains fully committed to its planned acquisition of SK. Our
latest extension provides ample time for the SK Board to stop stonewalling and
disregarding the will of the majority of SK shareholders. If the SK Board
removes the impediments it has in place to the completion of the LLE offer for
SK, we believe LLE's offer will enjoy overwhelming acceptance.
"The SK Board has stated that one of the reasons for adjourning
yesterday's special meeting was to remove the uncertainty surrounding the
possible effect on Philip's financing by the release of Philip's audited
financial statements on March 4, 1998. We believe the issue is not whether
Philip can ultimately secure financing, but whether there are not two-thirds of
the SK shareholders willing to be coerced by the SK Board into accepting $27
when a superior offer is available."
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
