<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>
On February 23, 1998, SK Parent Corp. issued the following press release:
SARD VERBINNEN & CO NEWS
FOR IMMEDIATE RELEASE Contact: David Reno/Fred Bratman
- --------------------- Sard Verbinen & Co
212/687-8080
SK PARENT CORP. EXPECTS TO CLOSE ACQUISITION
OF SAFETY-KLEEN ON MARCH 6
-------------------------------
NEW YORK, NY, February 23, 1998 - SK Parent Corp., a company owned
equally by Philip Services Corp. (NYSE: PHV), affiliates of Apollo Management,
L.P. and affiliates of the Blackstone Group, said today that it expects to close
its acquisition of Safety-Kleen Corp. (NYSE: SK) on March 6, if shareholders
vote in favor of SK Parent's merger offer of $27 a share at a special meeting
scheduled for February 25, 1998.
Philip Services is a fully integrated resource recovery and industrial
services company, with operations throughout the United States, Canada and the
United Kingdom. Philip provides steel, copper and aluminum processing and
recovery services, together with diversified industrial outsourcing services, to
all major industry sectors.
Apollo Management is a private merchant banking firm with in excess of $5
billion of assets that specializes in private equity and debt transactions. The
Blackstone Group is a private investment bank, affiliates of which sponsor
corporate private equity and real estate funds with aggregate commitments of $5
billion.
###
Sard Verbinnen & Co., Inc. 650 Third Avenue New York, NY 10017
Tel 212 687-8080 Fax 212 687-8344
