<PAGE>
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.
- --------------------------------------------------------------------------------
(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):
[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:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee previously paid with preliminary materials.
[_] 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:_______________________________________________
(2) Form, Schedule or Registration Statement No.:_________________________
(3) Filing Party:_________________________________________________________
(4) Date Filed:___________________________________________________________
<PAGE>
FOR IMMEDIATE RELEASE
- ---------------------
Safety-Kleen Adjourns Special Meeting to Vote on Merger Agreement with SK Parent
Corp.; Reschedules For March 9, 1998
ELGIN, IL., Feb. 25/PRNewswire/ -- Safety-Kleen Corp. (NYSE:SK - news) today
announced that in accordance with the determination of its Board of Directors,
it adjourned its special meeting of shareholders scheduled to be held at 3 p.m.
today.
In reaching its decision, the Board considered among other things, the fact that
the approval of the merger requires the affirmative vote of two-thirds of the
outstanding shares, with is a very high hurdle; as well as concerns communicated
by many shareholders that the audited financial statements of Philip Services
Corp. (NYSE:PHV - news), a principal of SK Parent Corp., will not be issued
until March 4, 1998 and the request by certain shareholders that the uncertainty
surrounding the possible effect of Philip's financial audit on Philip's
financing for the merger be eliminated by adjourning the meeting.
The Board elected to adjourn the meeting until Monday, March 9, 1998, at 3 p.m.
at The Elgin Community College Business Conference Center, to allow shareholders
the opportunity to cast a fully informed vote on the merger.
Safety-Kleen is an environmental and industrial service company dedicated to
helping nearly 400,000 automotive and industrial customers recycle and process
their waste streams.
<PAGE>
Safety-Kleen Announces Preliminary Proxy Count
ELGIN, Ill., Feb. 25 -- Safety-Kleen Corp. (NYSE: SK - news) today announced
that, based upon a preliminary count by its proxy solicitor ChaseMellon of
proxies it has received, those proxies represent approximately 70% of the
outstanding shares, of which more than two-thirds are in favor of the merger
with SK Parent Corp. "We appreciate shareholders' continued support of the $27
per share all cash merger with SK Parent Corp., and all parties associated with
this offer remain fully committed to consummating this deal," stated Don
Brinckman, Safety-Kleen Chairman and Chief Executive Officer.
Safety-Kleen is an environmental and industrial service company dedicated to
helping nearly 400,000 automotive and industrial customers recycle and process
their waste streams.
