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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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(3) Filing party:
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(4) Date filed:
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PROXY
THIS PROXY IS SOLICITED BY LAIDLAW ENVIRONMENTAL SERVICES, INC.
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF SAFETY-KLEEN CORP.
TO BE HELD FOR THE PURPOSE OF CONSIDERING A PROPOSED MERGER OF SAFETY-KLEEN
The undersigned hereby appoints Kenneth W. Winger, Henry H. Taylor, Paul R.
Humphreys, and each of them, with full power of substitution, the proxies of the
undersigned to vote all of the outstanding shares of Common Stock, par value
$.10 per share ("Shares"), of Safety-Kleen Corp. ("Safety-Kleen") that the
undersigned is entitled to vote at the Special Meeting of Shareholders of
Safety-Kleen to be held on February 25, 1998 (the "Special Meeting"), or at any
adjournment or postponement of the Special Meeting, on the following matters:
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED ON THE REVERSE SIDE.
IF NO DIRECTION IS MADE, THE SHARES COVERED BY THIS PROXY WILL BE VOTED
"AGAINST" THE AGREEMENT AND PLAN OF MERGER AND "FOR" THE ADJOURNMENT PROPOSAL.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE PROXY STATEMENT OF LAIDLAW
ENVIRONMENTAL SERVICES, INC. DATED JANUARY 26, 1998, SOLICITING PROXIES FOR THE
SPECIAL MEETING (THE "PROXY STATEMENT").
[PROXY CONTINUED ON REVERSE]
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LAIDLAW ENVIRONMENTAL SERVICES, INC. RECOMMENDS THAT YOU VOTE "AGAINST" ITEM 1
AND "FOR" ITEM 2.
1. Agreement and Plan of Merger. Approve the Agreement and Plan of Merger dated
as of November 20, 1997, which provides for the Merger of SK Acquisition Corp.,
a wholly owned subsidiary of SK Parent Corp., with and into Safety-Kleen.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. Adjournment of Meeting. To initiate and vote for a proposal to adjourn the
Special Meeting to solicit additional votes, if necessary, against the Agreement
and Plan of Merger (the "Adjournment Proposal").
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The proxies of the undersigned named above are authorized to vote, in their
discretion, upon such other matters as may properly come before the Special
Meeting and any adjournment or postponement thereof.
All previous proxies given by the undersigned to vote at the Special Meeting or
at any adjournment or postponement thereof are hereby revoked.
Dated:
________________________,
__________
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(Signature)
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(Signature, if jointly held)
Title: ________________
Please sign exactly as name
appears hereon. When shares
are held by joint tenants,
both should sign. When signing
as an attorney, executor,
administrator, trustee or
guardian, give full title as
such. If a corporation, sign
in full corporate name by
President or other authorized
officer. If a partnership,
sign in partnership name by
authorized person.
