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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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Filed by a Party other than the Registrant [_]
Check the appropriate box:
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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):
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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)...............................
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[_] Fee previously paid with preliminary materials.
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[SAFETY-KLEEN CORP. LOGO]
January 23, 1998
Dear Safety-Kleen Shareholder:
On February 11, you get to decide -- $27 cash per share or the uncertainty
of LLE's deal of an unknown value. Which would YOU rather have?
THE PHILIP MERGER OFFERS THE LLE PROPOSAL OFFERS
SAFETY-KLEEN SHAREHOLDERS: SAFETY-KLEEN SHAREHOLDERS:
NO STOCK LLE STOCK OF UNCERTAIN VALUE
$27 CASH PER SHARE $13.83 CASH/1/
NO STOCK OWNERSHIP RISKS RISKS OF BEING A SHAREHOLDER IN LLE
If the LLE offer is consummated, up to an additional 202 million shares of
LLE stock would be issued. Flooding the market with these new shares could
cause significant downward pressure on LLE's stock price and diminish the
value of your investment.
ASK YOURSELF: IS LAIDLAW ACTING IN YOUR BEST INTERESTS?
LLE says they're acting in your interest. But, what's in the interest of
LLE's parent, Laidlaw Inc., may not be in the best interest of Safety-Kleen
shareholders. LLE's offer would allow Laidlaw Inc. to reduce its percentage
ownership of LLE and deconsolidate it from Laidlaw Inc.'s balance sheet:
. LLE's business of dumping hazardous wastes in landfills and burning in
incinerators creates tremendous long-term environmental risks.
. If the LLE offer is consummated, Safety-Kleen shareholders could end up
owning more than half the combined company, including the risks of LLE's
liabilities.
We strongly believe that Safety-Kleen's and LLE's businesses have
incompatible operating philosophies: Safety-Kleen's business is based on
recycling and recovering waste streams for 400,000 customers. LLE's business
is based on dumping in landfills and burning in incinerators. We do not
believe LLE can achieve even one half of the synergies needed to make the
combination accretive to earnings per share of the LLE stock that would be
received by Safety-Kleen shareholders.
VOTE FOR FULL VALUE
Your Board of Directors has secured a strong all-cash offer, which it
believes maximizes value for you. The Philip merger represents a 52 percent
premium over the price of your stock prior to August 8, 1997, the day your
company announced it was exploring strategic options. If you do not vote yes
on February 11, this opportunity may be lost with no guarantee of an
alternative offer of the same value or in the same time frame.
DON'T WASTE YOUR VOTE. NOT VOTING IS THE SAME AS VOTING AGAINST RECEIVING
$27 PER SHARE IN CASH. We urge you to sign, date and return the enclosed GOLD
STRIPED proxy card FOR the Philip merger.
Sincerely,
/s/ Donald W. Brinckman
Donald W. Brinckman
Chairman of the Board
If you have questions, or need additional information, please call our proxy
solicitor, Chase Mellon at 888-224-2734.
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/1/ After LLE deducts Merger Agreement termination fees if it loses its lawsuit
challenging such fees.
