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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 [ ]
Filed by a party other than the registrant [X]
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.
(1) Title of each class of securities to which transaction applies:
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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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[ ] 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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(2) Form, schedule or registration statement no.:
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LAIDLAW ENVIRONMENTAL ANNOUNCES EXCHANGE RATIO
Columbia, S.C., Feb. 10/PRNewswire/ -- Laidlaw Environmental Services, Inc.
(NYSE:LLE) said today that the exchange ratio for purposes of its offer for
Safety-Kleen Corp. (NYSE:SK), which is currently scheduled to expire at 12:00
Midnight, New York City time, on February 13, 1998, will be 2.8 LLE common
shares for each SK common share validly tendered and not withdrawn, in addition
to the $18.00 per SK share SK holders will be entitled to receive in cash.
Should the LLE offer be extended, the exchange ratio will be recalculated as
described in the Amended Prospectus.
Commenting on the announcement, Mr. Kenneth W. Winger, president and chief
executive officer, said:
"We are perplexed by the SK board's continuing failure to embrace our offer.
There is no longer any serious debate that our offer provides greater value and
certainty than the Buyout proposal. William Blair, SK's own financial advisor,
has opined that "it is more likely than not that, as of the time of the
anticipated closing of the [LLE Offer], the value of the consideration which
would be received under [the LLE Offer] would exceed the value of the
consideration which would be received in the [Buyout]." The Buyout Group has
failed to confirm that its financing is available.
In fact, Philip Services acknowledged in a letter to the SK Board that as of
February 7th, Philip was unable to fund its equity commitment. As noted in SK's
own public filings, SK is not a party to the Philip equity commitment and may
not have a claim against Philip in the event it breaches its commitment and in
such event SK Parent "might not have sufficient funds to consummate the
[Buyout]." Under the circumstances, we cannot understand why the SK board
desperately clings to a proposal that delivers less value to shareholders and
may well not be able to close in any event."
Mr. Winger continued,
"We have been extremely pleased by the warm reception we have received from SK
shareholders and look forward to their continuing support. We are gratified that
Institutional Shareholder Services, the leading independent proxy advisory firm,
believes that the LLE Offer is superior to the Buyout and recommends a vote
against the Buyout."
Laidlaw Environmental Services, Inc., headquartered in Columbia, South Carolina,
supplies hazardous and industrial waste management services to industry and
government across North America. The Company provides customers with local
service from more than 100 locations in the United States and Canada.
SOURCE Laidlaw Environmental Services
CONTACT: Kenneth W. Winger, President and Chief Executive Officer, or Paul R.
Humphreys, Senior Vice President, Finance and Chief Financial Officer, both of
Laidlaw Environmental Services, 803-933-4210.
