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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 [X]
Filed by a Party other than the Registrant [_]
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)
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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.
[_] $125 per Exchange Act Rules 0-11(c)(i)(ii), 14a-6(i)(1), 14a-6(i)(2) or
item 22(a)(2) of Schedule 14A.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
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[_] Fee previously paid with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
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(1) Amount Previously Paid:_______________________________________________
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[LETTERHEAD OF SAFETY-KLEEN CORP.]
FOR IMMEDIATE RELEASE Contact: Maureen Fisk
847/468-2452
SAFETY-KLEEN BOARD CONFIRMS
RECOMMENDATION OF SK PARENT CORP. MERGER
March 9, 1998--Elgin, IL--Safety-Kleen Corp. today announced that its Board
of Directors met on Saturday, March 7 and unanimously confirmed their strong
recommendation that shareholders vote in favor of the $27 per share all cash
offer of SK Parent Corp. at today's special shareholders' meeting.
In making its recommendation, the Board reviewed reports by management and
others involved in soliciting votes for the SK Parent transaction and its
continuing concerns regarding the uncertain value of Laidlaw Environmental's
common stock, including the Board's belief that:
. The greater certainty of $27 per share, all cash, is preferable to the
risks of continuing market fluctuation of LLE's stock.
. Safety-Kleen's and LLE's businesses are basically incompatible and the
synergies necessary to make LLE's transaction non-dilutive to LLE's
earnings per share cannot be achieved without significantly reducing
Safety-Kleen's service quality, revenue and profit.
. The future growth of the combined businesses will be burdened by the need
to service approximately $2.3 billion in debt.
. The market will not be able to absorb the issuance of up to 162 million
additional shares by LLE without driving down its share price.
The Board urges all shareholders to take the opportunity today to secure
the $27 per share all cash merger proposal from SK Parent.
Safety-Kleen is an environmental and industrial service company dedicated
to helping nearly 400,000 industrial and automotive customers recycle and
process their waste streams.
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