<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM 11-K
-------------
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
(NO FEE REQUIRED)
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED)
For the period from January 1, 1999 to December 31, 1999
Commission File Number 0-30417
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below.
PHILIP SERVICES CORP. 401(k) PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
PHILIP SERVICES CORPORATION
100 KING STREET WEST
HAMILTON, ONTARIO L8N4J6
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<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Reports of Independent Accountants 1
Financial Statements for the Years Ended December 31, 1999 and 1998:
Statements of Net Assets Available for Benefits 4
Statements of Changes in Net Assets Available for Benefits 5
Notes to Financial Statements 6
Supplemental Schedules for the Year Ended December 31, 1999:
Schedule H 4i - Schedule of Assets Held for Investment Purposes 13
Schedule H 4j - Schedule of Reportable Transactions 14
Schedule G, Part III - Schedule of Nonexempt Transactions 15
</TABLE>
<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Plan Administrator of
Philip Services Corp. 401(k) Plan:
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of Philip Services Corp. 401(k) Plan (the "Plan") at December 31, 1999, and the
changes in net assets available for benefits for the year ended December 31,
1999 in conformity with accounting principles generally accepted in the United
States. These financial statements are the responsibility of the Plan's
management; our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit of these statements in
accordance with auditing standards generally accepted in the United States,
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules, as listed in
the table of contents, are presented for the purpose of additional analysis and
are not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These supplemental schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
PRICEWATERHOUSECOOPERS, LLP
Houston, Texas
June 28, 2000
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<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
To the Plan Administrator of
Philip Services Corp. 401(k) Plan:
We have audited the accompanying statement of net assets available for benefits
of the Philip Services Corp. 401(k) Plan (the "Plan") as of December 31, 1998,
and the related statement of changes in net assets available for benefits for
the year then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1998, and the changes in net assets available for benefits for the year then
ended, in conformity with generally accepted accounting principles.
<PAGE> 5
The accompanying 1998 financial statements have been prepared assuming that
Philip Services Corp. (the "Company") will continue as a going concern. As
discussed in Note 1 to the financial statements, the Company was not in
compliance with the provisions of its existing credit agreement during 1998
which raises substantial doubt about its ability and the Plan's ability to
continue as a going concern. Management's plans concerning these matters are
also described in Note 1. The financial statements do not include any adjustment
that might result from the outcome of this uncertainty.
DELOITTE & TOUCHE LLP
Houston, Texas
June 28, 1999
<PAGE> 6
PHILIP SERVICES CORP. 401(K) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Investments, at fair value:
Spectrum Growth Fund $ 18,189,728 $ 15,688,935
Growth & Income Fund 12,983,726 13,196,258
Prime Reserve Fund 16,261,392 12,923,532
New Horizons Fund 12,892,583 10,887,142
Blue Chip Growth Fund 15,819,237 8,294,585
Capital Appreciation Fund 7,074,139 8,143,456
Balanced Fund 8,379,484 6,530,257
International Stock Fund 6,810,359 5,272,954
New Income Fund 3,274,268 3,935,047
Spectrum Income Fund 2,085,353 2,135,201
Philip Services Common Stock Fund 263,213 642,047
Participant Loans 5,031,733 4,718,808
------------ ------------
Total investments 109,065,215 92,368,222
Receivables:
Participant contributions 290,607 489,637
Employer contributions 104,046 205,164
------------ ------------
Total receivables 394,653 694,801
------------ ------------
Net assets available for benefits $109,459,868 $ 93,063,023
============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 7
PHILIP SERVICES CORP. 401(K) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the years ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Contributions:
Employee $ 12,133,423 $ 14,343,907
Employer 5,325,068 6,413,833
Rollovers 5,571,345 49,654,519
------------- -------------
Total contributions 23,029,836 70,412,259
Investment income:
Net appreciation (depreciation) in fair value of investments 5,215,793 (6,732,871)
Dividend income 7,210,637 5,849,888
Interest income 488,893 329,149
------------- -------------
Net investment income (loss) 12,915,323 (553,834)
Participant withdrawals and distributions (19,548,324) (8,963,155)
------------- -------------
Net increase in net assets available for benefits 16,396,835 60,895,270
Net assets available for benefits:
Beginning of year 93,063,023 32,167,753
------------- -------------
End of year $ 109,459,858 $ 93,063,023
============= =============
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE> 8
PHILIP SERVICES CORP. 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
1. THE PLAN AND PLAN DESCRIPTION:
The following description of the Philip Services Corp. 401(k) Plan (the
"Plan") provides only general information. Participants should refer to
the Plan document for a more complete description of the Plan's
provisions.
GENERAL
The Plan is a defined contribution plan for eligible employees of
Philip Services Corp. (the "Company") and is subject to the provisions
of the Employee Retirement Income Security Act of 1974 ("ERISA"). As
such, the Plan meets minimum funding standards required under these
provisions. The Plan is directed by a 401(k) committee which is
composed of employees appointed by the Company's Board of Directors.
The Company is a supplier of metals recovery and industrial services to
major industry sectors throughout North American and Europe. The
Company applies proprietary technology to reduce the cost and downtime
associated with industrial cleaning and plant turnaround activities,
and to recover value from industrial by-products and metal bearing
residuals.
As of December 31, 1998, the Company was not in compliance with the
provisions of its existing credit agreement as amended (the "Credit
Facility"). On April 26, 1999, the Company's lending syndicate approved
a lock-up agreement as amended on June 21, 1999 (the "Lock-up
Agreement") which sets forth a new capital structure for the Company
and the conditions that govern the restructuring of approximately $1
billion in secured term loans outstanding under the Credit Facility.
Under the terms of the Lock-up Agreement, the lenders will convert the
outstanding approximately $1 billion of secured syndicated debt into
$300 million of senior secured debt, $100 million of convertible
secured payment in-kind debt and 91% of the common shares of the
restructured Company. The secured payment in-kind debt is convertible
into 25% of the common shares of the restructured Company on a
fully-diluted basis as of the restructuring date. The senior secured
debt and the secured payment in-kind debt each have a term of five
years. The Lock-up Agreement also provides that the Board of Directors
of the restructured Company will consist of nine directors who will be
nominated by the new 91% shareholders (i.e., the lenders). The nominees
will include two members of the existing Board. The sale of the
utilities division of the Company on May 18, 1999 resulted in a
reduction of the restructured senior secured debt from $300 million to
$250 million.
The Company filed a voluntary application to reorganize with the
appropriate court in Canada and filed voluntary petitions with the
appropriate court in the United States on June 25, 1999. The
applications include proposals that would adjust the amounts owing to
certain unsecured creditors and the realization value of the Company's
assets. Upon filing, the Company has access to $100 million of
debtor-in-possession financing to support its working capital
requirements during the restructuring process. Upon receipt of court
approval of the application, the $100 million debtor-in-possession
financing will be repaid by a $100 million working capital facility to
be established. The courts have confirmed the Company's access to
proceeds remaining from previous sales of non-core assets of over $400
million. On April 7, 2000, a plan of reorganization was approved by the
appropriate courts. See Note 4.
During 1998, the Department of Labor ("DOL") conducted an audit of the
Allwaste, Inc. Employee Retirement Plan (the "Allwaste Plan") for plan
years 1995, 1996, and 1997. As a result of the audit, the Company
agreed to contribute $34,966 to the Allwaste Plan. Subsequent to
December 31, 1998, the Company transferred $28,109 to T. Rowe Price to
be allocated to the accounts of the affected participants, with the
remainder paid directly to former participants. As of December 31, 1998
the $28,109 was included in employer contributions receivable.
PLAN MERGERS
During 1999, the Luntz Corp. Retirement Plan, the Steiner-Life
Retirement Plan, the Southern Alloys Retirement Plan, the Shredders
Retirement Plan, and the McKinley Irons Retirement Plan were merged
into the Plan. These mergers resulted in rollover contributions of
approximately $5 million.
6
<PAGE> 9
NOTES TO FINANCIAL STATEMENTS, CONTINUED
1. THE PLAN AND PLAN DESCRIPTION, CONTINUED:
PLAN MERGERS, CONTINUED
During 1998, the Serv-Tech Inc. Consolidated Retirement Savings 401(k)
Plan, the Roth Bros. Smelting Employee's Deferred Savings and Profit
Sharing Plan and Trust, the Allwaste, Inc. Employee Retirement Plan,
the Luria Bros.-Connell Limited Partnership Profit Sharing and Savings
Plan, the RMF Global, Inc. 401(k) Savings & Retirement Plan, the
Cousins Employees Savings & Retirement Plan, the 21st Century
Environmental Management, Inc. 401(k) Plan, the Industrial Services
Technologies, Inc. 401(k) Savings Plan and the Eltex Chemical Employees
401(k) Plan were merged into the Plan. These mergers resulted in
rollover contributions of approximately $47.9 million. In connection
with the merger of these plans the Blue Chip Growth Fund, the Balanced
Fund and Philip Services Stock Fund became investment options under the
Plan.
CONTRIBUTIONS AND VESTING
A participant may elect to contribute between 1% and 15% of annual
compensation. Participant contributions to the Plan are fully vested at
the time they are made. The Company matches 50% of participant
contributions up to a maximum of $3,000 per year. A participant obtains
full vesting in his or her Company matching contributions account
balance and earnings thereon upon the earlier of the date on which he
or she completes one year of participation or the date on which he or
she completes five years of employment. Any employee who was a
participant in the Plan on February 18, 1994, is fully vested in his or
her Company matching contributions accounts at all times.
Nonvested amounts forfeited by participants are used to offset future
employer contributions. For the years ended December 31, 1999 and 1998,
forfeited accounts totaled $6,440 and $126,277, respectively.
INVESTMENT FUNDS
A participant may direct the investment of his or her account balances
and contributions to any one or more of the following investment funds:
NEW HORIZONS FUND:
A mutual fund investing principally in common stock of smaller
companies with high growth potential. This fund is publicly traded
as the T. Rowe Price New Horizons Fund, Inc.
GROWTH & INCOME FUND:
A mutual fund investing principally in blue chip common stocks
with other investments in preferred stocks and convertible bonds.
This fund is publicly traded as the T. Rowe Price Growth & Income
Fund, Inc.
CAPITAL APPRECIATION FUND:
A mutual fund investing principally in common stocks with growth
and capital appreciation prospects. Additionally, this fund
invests in convertible bonds and preferred stocks. This fund is
publicly traded as the T. Rowe Price Capital Appreciation Fund,
Inc.
7
<PAGE> 10
NOTES TO FINANCIAL STATEMENTS, CONTINUED
1. THE PLAN AND PLAN DESCRIPTION, CONTINUED:
INVESTMENT FUNDS, CONTINUED
PRIME RESERVE FUND:
A money market mutual fund invested in the T. Rowe Price Prime
Reserve Fund, Inc.
NEW INCOME FUND:
A bond mutual fund investing in United States Government and high
quality corporate bonds. This fund is publicly traded as the T.
Rowe Price New Income Fund, Inc.
INTERNATIONAL STOCK FUND:
A mutual fund investing principally in a diversified portfolio of
long-term marketable securities of established non-United States
issuers. This fund is publicly traded as the T. Rowe Price
International Stock Fund.
SPECTRUM GROWTH FUND:
A mutual fund investing principally in stock funds with growth and
capital appreciation prospects. This fund is publicly traded as
the T. Rowe Price Spectrum Growth Fund.
SPECTRUM INCOME FUND:
A mutual fund investing in income-oriented funds with high current
income and price appreciation prospects. This fund is publicly
traded as the T. Rowe Price Spectrum Income Fund.
BALANCED FUND:
A mutual fund investing in a diversified portfolio consisting of
approximately 60% in common stocks and the balance in fixed income
securities and cash reserves. This fund is publicly traded as T.
Rowe Price Balanced Fund, Inc.
BLUE CHIP GROWTH FUND:
A mutual fund investing in common stocks of large and medium-sized
blue chip companies that have the potential for above average
growth in earnings. This fund is publicly traded as T. Rowe Price
Blue Chip Growth Fund, Inc.
PHILIP SERVICES STOCK FUND:
Funds are invested in the common stock of Philip Services Corp.
Effective April 1, 1999, the Philip Services Stock Fund
discontinued future allocation and reallocations of investments by
plan participants into the Fund. However, participants were
allowed to retain any investments in the Fund as of March 31,
1999.
All of the mutual funds held by the Plan are managed by T. Rowe Price
Associates, Inc., the trustee of the Plan. In addition T. Rowe Price
holds the shares of the Philip Services Stock Fund.
8
<PAGE> 11
NOTES TO FINANCIAL STATEMENTS, CONTINUED
1. THE PLAN AND PLAN DESCRIPTION, CONTINUED:
PARTICIPANT LOANS
The Plan may make loans to actively employed participants of not less
than $1,000 nor more than the lessor of $50,000 or 50% of the current
value of the vested balance in the participant's account. The $50,000
limitation is reduced by the participant's highest outstanding loan
balance during the prior one-year period. A participant may not obtain
more than one loan during any 12-month period and may not have more
than two loans outstanding at a given time. The interest rate on loans
is prime plus 1%, as determined quarterly by the trustee. The interest
rate on existing loans ranges from 6.00% to 11.00%. The interest rate
is fixed for the term of the loan, and the repayment period may be from
one to five years. Participant loans are secured by the participants'
account balances.
During 1999 and 1998, loans were made in the amount of $2,978,864 and
$2,506,017, respectively.
At December 31, 1999, loans amounting to $247,961 were in default as
defined by the Plan.
WITHDRAWALS AND DISTRIBUTIONS
The Plan provides for in-service withdrawals to participants which are
limited to the participant's vested account balances and are subject to
certain other restrictions and requirements. Upon separation from
service, a participant's account balances may be distributed in a lump
sum or kept in the Plan. A participant whose account balances exceed
$3,500 may elect a deferred distribution or installment payment over a
period ending not later than April 1 of the year following the calendar
year in which the participant attains age 70 1/2. As of December 31,
1999 and 1998, there were no amounts payable to participants who have
terminated or withdrawn from the Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared under the accrual
method of accounting.
As of December 31, 1999, the Plan has adopted SOP 99-3, Accounting for
and Reporting of Certain Defined Contribution Benefit Plan Investments
and Other Disclosure Matters. SOP 99-3 eliminates the reporting
requirement on defined contribution plans to disclose amounts by
separate investment fund in columnar format.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
PLAN EXPENSES
Administrative expenses, to the extent not paid by the Company, are
paid from Plan assets.
9
<PAGE> 12
NOTES TO FINANCIAL STATEMENTS, CONTINUED
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
PAYMENT OF BENEFITS
Benefits are recorded when paid.
INVESTMENTS
Investments are recorded at fair value based on quoted market prices as
determined by the trustee. Dividends and interest income from
investments are recorded as earned on the accrual basis, and allocated
to participants based upon their proportionate investment in each fund.
Purchases and sales of securities are recorded on a trade-date basis.
The Plan presents in the statement of changes in net assets available
for benefits the net appreciation (depreciation) in the fair value of
its investments, which consists of the realized gains or losses and
the unrealized appreciation or depreciation of those investments. The
cost basis of securities sold is determined by a moving weighted
average for the shares in each fund.
PLAN TERMINATION
While the Board of Directors of the Company has not expressed an
intention to do so, it may terminate the Plan at any time, subject to
the provisions of ERISA. Upon termination, all participants become
fully vested and the Plan's assets will be distributed to the
participants on the basis of their net asset account balances existing
at the date of termination.
TAX STATUS
The Internal Revenue Service has determined and informed the Company by
a letter dated August 14, 1995, that the Plan is designed in accordance
with applicable sections of the Internal Revenue Code ("IRC"). The Plan
has been amended since receiving that determination letter. However,
the Plan administrator and the Plan's tax counsel believe that the Plan
is designed and is currently being operated in compliance with the
applicable requirements of the IRC. Therefore, no provision for income
taxes has been included in the Plan's financial statements. The Company
is currently requesting an updated determination letter from the IRS.
EXCESS CONTRIBUTION
Upon failure of nondiscrimination tests, the Plan would accrue a
liability equal to the excess contribution and excess aggregate
contribution to be refunded. The Plan has not completed the
nondiscrimination tests for the year ended December 31, 1999.
Management does not believe that the impact of excess contributions, if
any, will be material to the financial statements.
10
<PAGE> 13
NOTES TO FINANCIAL STATEMENTS, CONTINUED
3. INVESTMENTS:
Investments that comprised 5% or more of the net assets available for
benefits at December 31 were as follows:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Spectrum Growth Fund $18,189,728 $15,688,935
Growth & Income Fund 12,983,726 13,196,258
Prime Reserve Fund 16,261,392 12,923,532
New Horizons Fund 12,892,583 10,887,142
Blue Chip Growth Fund 15,819,237 8,294,585
Capital Appreciation Fund 7,074,139 8,143,456
Balanced Fund 8,379,484 6,530,257
International Stock Fund 6,810,359 5,272,954
Participant loans 4,718,808
</TABLE>
4. SUBSEQUENT EVENT:
On April 7, 2000, the Company emerged from bankruptcy pursuant to a
plan of reorganization under Chapter 11 of the United States Bankruptcy
Code. By virtue of the consummation of the reorganization, Philip
Services Corporation, a Delaware Corporation ("Philip"), a subsidiary
of the Company, emerged as successor entity to the Company. The public
parent is now Philip.
As of March 31, 2000, Philip entered into a credit agreement with
various of its lenders. On the same date Philip also entered into the
following agreements: An exit loan agreement with certain of its
lenders, with Foothill Capital Corporation acting as Arranger and
Administrative Agent; a registration rights agreement between Philip
and certain securities holders pertaining to shares of common stock
issued in connection with the bankruptcy; a registration rights
agreement between Philip and certain securities holders pertaining to
shares of common stock issuable upon conversion of Philip's 3%
convertible subordinated notes due 2020; a registration rights
agreement between Philip and certain securities holders pertaining to
shares of common stock issuable upon conversion of a portion of the
Secured PIK/Term Agreement; and a shareholder rights agreement between
Philip and American Securities Transfer & Trust, Inc.
11
<PAGE> 14
SUPPLEMENTAL INFORMATION
12
<PAGE> 15
PHILIP SERVICES CORP. 401(K) PLAN
SCHEDULE H 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1999
<TABLE>
<CAPTION>
DESCRIPTION OF INVESTMENT, INCLUDING
IDENTITY OF ISSUE, MATURITY DATE, IDENTITY OF ISSUE, BORROWER,
BORROWER, INTEREST RATE, COLLATERAL, CURRENT LESSOR OR CURRENT
LESSOR OR SIMILAR PARTY SIMILAR PARTY AND PAR OR MATURITY VALUE COST VALUE
<S> <C> <C> <C>
* T. Rowe Price Spectrum Growth Fund $ 16,789,197 $ 18,189,728
* T. Rowe Price Growth & Income Fund 12,848,200 12,983,726
* T. Rowe Price Prime Reserve Fund 16,261,392 16,261,392
* T. Rowe Price New Horizons Fund 10,340,909 12,892,583
* T. Rowe Price Blue Chip Growth Fund 13,053,690 15,819,237
* T. Rowe Price Capital Appreciation Fund 7,823,464 7,074,139
* T. Rowe Price Balanced Fund 7,566,916 8,379,484
* T. Rowe Price International Stock Fund 5,225,587 6,810,359
* T. Rowe Price New Income Fund 3,536,518 3,274,268
* T. Rowe Price Spectrum Income Fund 2,212,285 2,085,353
* Philip Services Corp. Common Stock 5,313,714 263,213
* Participant loans Maturities primarily from one to five years
with interest rates from 6% to 11.0% 5,031,733
------------ ------------
Total $100,971,872 $109,065,215
============ ============
</TABLE>
* Party-In-Interest
13
<PAGE> 16
PHILIP SERVICES CORP. 401(K) PLAN
SCHEDULE H 4j - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1999
<TABLE>
<CAPTION>
CURRENT VALUE
SERIES OF TRANSACTIONS IN ASSETS INVOLVING OF ASSET AT
MORE THAN 5% OF THE CURRENT VALUE OF DESCRIPTION PURCHASE SELLING COST OF TRANSACTION NET GAIN
PLAN ASSETS AT THE BEGINNING OF THE YEAR: OF ASSET PRICE(a) PRICE(b) ASSET DATE OR LOSS
<S> <C> <C> <C> <C> <C> <C>
* T. Rowe Price Prime Reserve Fund Mutual Fund $6,802,905 $6,802,905 $ 6,802,905
* T. Rowe Price Growth and Income Fund Mutual Fund 4,955,632 4,955,632 4,955,632
* T. Rowe Price Spectrum Growth Fund Mutual Fund 5,831,733 5,831,733 5,831,733
* T. Rowe Price Blue Chip Growth Fund Mutual Fund 8,464,708 8,464,708 8,464,708
</TABLE>
INDIVIDUAL TRANSACTIONS IN ASSETS INVOLVING
MORE THAN 5% OF THE CURRENT VALUE OF
PLAN ASSETS AT THE BEGINNING OF THE YEAR:
None
* Party-In-Interest
(a) Purchase price includes expenses incurred with transactions.
(b) Selling price is net of transaction expense.
14
<PAGE> 17
PHILIP SERVICES CORP. 401(K) PLAN
SCHEDULE G, PART III - SCHEDULE OF NONEXEMPT TRANSACTIONS
for the year ended December 31, 1999
<TABLE>
<CAPTION>
RELATIONSHIP TO
PLAN, EMPLOYER
IDENTITY OF OR OTHER AMOUNT INCURRED
PARTY INVOLVED PARTY-IN-INTEREST LOANED ON LOAN
<S> <C> <C> <C> <C>
Philip Services Employer
Lending of monies from the Plan to the
Corp.* Employer (participant and employer
contributions not timely remitted to the
Plan) as follows:
Deemed loan dated April 21, 1999, maturity $ 3,739 23
June 2, 1999 with interest at 7.75% per annum
Deemed loan dated April 21, 1999, maturity 3,308 29
June 2, 1999 with interest at 7.75% per
annum
Deemed loan dated May 21, 1999, maturity 3,308 8
June 2, 1999 with interest at 7.75% per
annum
Deemed loan dated May 21, 1999, maturity 3,273 8
June 2, 1999 with interest at 7.75% per
annum
Deemed loan dated March 21, 1999, maturity 554 3
April 13, 1999 with interest at 7.75% per
annum
Deemed loan dated July 22, 1999, maturity 449 1
July 29, 1999 with interest at 8.5% per
annum
</TABLE>
* Party-In-Interest
15
<PAGE> 18
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Philip Services Corp. 401(k) Plan Committee, which administers the Philip
Services Corp. 401(k) Plan, has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized in the City of Houston and
the State of Texas, on the 28th day of June, 2000.
PHILIP SERVICES CORP. 401(k) PLAN
ADMINISTRATIVE COMMITTEE
/s/ JAMES O'LEARY
-------------------------------------
James O'Leary
/s/ DERWARD B. RHODES
-------------------------------------
Derward B. Rhodes
