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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):
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0-11.
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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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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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COURT SETS HEARING ON LLE'S MOTION TO LIFT SAFETY-KLEEN'S POISON PILL
COLUMBIA, S.C., March 5 /PRNewswire/ -- Laidlaw Environmental Services, Inc.
(NYSE: LLE) announced today that a Federal District Court Judge in Chicago,
Illinois, set a full hearing for March 12, 1998, on Laidlaw Environmental's
motion for an injunction to force the Safety-Kleen Corp. (NYSE: SK) Board to
lift the poison pill and other defensive measures blocking Laidlaw
Environmental's exchange offer to Safety-Kleen shareholders. The Court said that
serious questions exist concerning the Safety-Kleen Board's conduct in
continuing to rely upon the pill. The Court noted that "substantial weight"
should be given to the opinion of Safety-Kleen's own financial advisor, William
Blair & Co., which found that Laidlaw Environmental's offer provides greater
value than the $27 Philip Group merger proposal. The Court further indicated
that shareholders should not feel coerced to vote in favor of the Philip Group
merger proposal. The Court stated that it can and will require the Board to lift
the pill and other defensive measures and, if necessary, enjoin the merger
proposal if the Court finds that the Safety-Kleen Board has breached its
fiduciary duty by using the poison pill to block a superior offer.
Commenting on the announcement, Mr. Kenneth W. Winger, president and chief
executive officer, said:
"We are pleased that the Court has scheduled a full hearing on our request that
the Safety-Kleen Board be required to lift the poison pill and other measures
being used to block the shareholders from accepting our offer. After the Court
has scrutinized the conduct of the Safety-Kleen Board, we are confident that the
Safety-Kleen Board will not be allowed to continue to obstruct our offer.
Safety-Kleen shareholders should tender their shares into the Laidlaw
Environmental exchange offer and vote against the Philip Group merger proposal
to assure that they can participate in our superior offer.
"Laidlaw Environmental is committed to its offer. If Safety-Kleen shareholders
reject the Philip Group merger proposal on March 9, 1998, we will not withdraw
our offer until Safety-Kleen shareholders have had sufficient time to accept the
Laidlaw Environmental offer."
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, 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
