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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
August 15, 1997 (July 31, 1997)
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Date of Report (Date of earliest event reported)
PHILIP SERVICES CORP.
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(Exact name of Registrant as specified in its charter)
Ontario 0-20854 Not Applicable
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(State or other jurisdiction) (Commission File (IRS Employer
of incorporation) Number) Identification No.)
100 King Street West, P.O. Box 2440, LCD1, Hamilton, Ontario, Canada L8N 4J6
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (905) 521-1600
PHILIP ENVIRONMENTAL INC.
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(Former name or former address, if changed since last report.)
Page 1 of 7
Exhibit Index on Page 5
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 31, 1997, the Registrant acquired by merger (the "Allwaste Merger") all
of the issued and outstanding shares of common stock, par value $.01 per share
(the "Allwaste Shares") of Allwaste, Inc., a Delaware corporation ("Allwaste")
pursuant to the terms of a merger agreement dated March 5, 1997 (the "Allwaste
Merger Agreement"), among the Registrant, Taro Aggregates Ltd, an Ontario
corporation and a wholly owned subsidiary of the Registrant ("Taro"),
Philip/Atlas Merger Corp., a Delaware corporation and a wholly owned subsidiary
of Taro ("Sub"), and Allwaste. In the Allwaste Merger, Sub was merged with and
into Allwaste, and each Allwaste Share was converted into 0.611 common shares of
the Registrant ("Philip Shares"). The information required by this Item 2
concerning the Allwaste Merger is set forth in the Registrant's prospectus filed
with the Securities and Exchange Commission (the "Commission") pursuant to Rule
424(b) on June 30, 1997 relating to the Registrant's Registration Statement on
Form F-4 (Commission File No. 333-6272) and which is incorporated by reference
as Exhibit 99.1 to this Current Report (the "424(b) Prospectus").
Also on July 31, 1997, the Registrant acquired by merger (the "Serv-Tech
Merger") all of the issued and outstanding shares of common stock, par value
$0.50 per share (the "Serv-Tech Shares") of Serv-Tech, Inc., a Texas
corporation ("Serv-Tech") pursuant to the terms of a merger agreement dated
March 5, 1997 (the "Serv-Tech Merger Agreement"), among the Registrant, Taro, ST
Acquisition Corporation, a wholly owned subsidiary of Taro ("ST Acquisition")
and Serv-Tech. In the Serv-Tech Merger, ST Acquisition was merged with and into
Serv-Tech and each outstanding Serv-Tech Share was converted into 0.403 Philip
Shares. The information required by this Item 2 concerning the Serv-Tech Merger
is set forth in the Registrant's Registration Statement on Form F-4, Commission
File No. 333-6834, filed with the Commission on June 24, 1997 and which is
incorporated by reference as Exhibit 99.2 to this Current Report (the "F-4
Registration Statement")
ITEM 5. OTHER EVENTS.
In accordance with the terms of the Allwaste Merger Agreement, the board of
directors of the Registrant increased the size of the board to 11 persons and
elected to the board of directors William E. Haynes, Chairman, C.E.O. and
President of Innovative Valve Technologies, Inc. and Robert L. Knauss, Chairman
and C.E.O. of Baltic International U.S.A., Inc., to serve until the next annual
meeting of shareholders of the Registrant.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a). Financial statements of businesses acquired.
The required consolidated financial statements of Allwaste at and for the
fiscal years ended August 31, 1996, 1995 and 1994 and at and for the six month
periods ended February 28, 1997 and February 29, 1996 are included in the
424(b) Prospectus which is incorporated by reference as Exhibit 99.1 to this
Current Report.
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The required consolidated financial statements of Serv-Tech at and for the
fiscal years ended December 31, 1996, 1995 and 1994 and at and for the three
month periods ended March 31, 1997 and 1996 are included in the Form F-4
Registration Statement which is incorporated by reference as Exhibit 99.2 to
this Current Report.
(b). Pro forma financial information.
The pro forma consolidated balance sheet of the Registrant at March 31, 1997,
comprising the consolidated balance sheet of the Registrant at March 31, 1997,
the consolidated balance sheet of Allwaste at February 28, 1997 and the
consolidated balance sheet of Serv-Tech at March 31, 1997, are included in the
424(b) Prospectus which is incorporated by reference as Exhibit 99.1 to this
Current Report
The pro forma consolidated statement of earnings of the Registrant for the
three months ended March 31, 1997, comprising the consolidated statement of
earnings of the Registrant for the three months ended March 31, 1997, the
consolidated statement of operations of Allwaste for the three months ended
February 28, 1997 and the consolidated statement of operations of Serv-Tech for
the three months ended March 31, 1997; and the pro forma consolidated statement
of earnings of the Registrant for the fiscal year ended December 31, 1996,
comprising the consolidated statement of earnings of the Registrant for the
fiscal year ended December 31, 1996, the consolidated statement of operations
of Allwaste for the twelve months ended November 30, 1996 and the consolidated
statements of operations of Serv-Tech for the fiscal year ended December 31,
1996, are set forth in the 424(b) Prospectus which is incorporated by reference
as Exhibit 99.1 to this Current Report.
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<CAPTION>
Exhibit
Number Description
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<S> <C>
99.1 Registrant's Prospectus filed with the Commission pursuant to
Rule 424(b) under the Securities Act of 1933 on June 30, 1997,
including the Allwaste Merger Agreement set forth in Annex A
thereto, and incorporated herein by reference.
99.2 Registrant's Registration Statement on Form F-4 (File No. 333-6834),
filed with the Securities and Exchange Commission on June 24, 1997,
including the Serv-Tech Merger Agreement set forth in Appendix A
thereto, and incorporated herein by reference.
99.3 Joint Press Release issued by the Registrant on July 30, 1997,
announcing stockholder approval of the Allwaste Merger and the
Serv-Tech Merger.
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto authorized.
PHILIP SERVICES CORP.
By: /s/ Colin H. Soule
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Executive Vice President
and General Counsel
Dated: August 15, 1997
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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99.1 Registrant's Prospectus filed with the Commission pursuant to Rule
424(b) under the Securities Act of 1933 on June 30, 1997, including the
Allwaste Merger Agreement set forth in Annex A thereto, and
incorporated herein by reference.
99.2 Registrant's Registration Statement on Form F-4 (File No. 333-6834),
filed with the Securities and Exchange Commission on June 24, 1997,
including the Serv-Tech Merger Agreement set forth in Appendix A
thereto, and incorporated herein by reference.
99.3 Joint Press Release issued by the Registrant on July 30, 1997,
announcing stockholder approval of the Allwaste Merger and the
Serv-Tech Merger.
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Exhibit 99.3
[PHILIP SERVICES CORP. LETTERHEAD]
NEWS RELEASE
ALLWASTE AND SERV-TECH STOCKHOLDERS APPROVE MERGERS
WITH PHILIP SERVICES CORP.
(Hamilton, Ontario -- Houston, Texas) July 30, 1997 -- The shareholders of
Allwaste,Inc. ("Allwaste") and Serv-Tech, Inc. ("Serv-Tech") today voted at
shareholder meetings to approve the mergers of Allwaste and Serv-Tech with
Philip Services Corp. ("Philip"). The mergers are scheduled to become
effective on July 31, 1997.
Under the terms of the merger agreements, each share of Allwaste stock will be
exchanged for 0.611 shares of Philip common Stock and each share of Serv-Tech
stock will be exchanged for 0.403 shares of Philip common stock. Upon completion
of the mergers, Philip will have 97,674,733 common shares outstanding with a
total market capitalization of approximately US $1.45 billion.
"The shareholders of Allwaste and Serv-Tech have confirmed their confidence
that collectively we will lead the industrial services sector," said Allen
Fracassi, President and Chief Executive Officer of Philip. "Their support
concludes almost five months of hard work involving employees at almost every
level of our organizations. The combination of our companies is expected to
result in significant operational synergies and to be accretive to earnings. We
are well advanced in the process of integrating these companies, cross-selling
our services, and internalizing third party cost."
The combination of Philip, Allwaste and Serv-Tech brings together complimentary
operating strengths and creates a portfolio of services to respond to
outsourcing and supplier reduction programs in the industrial marketplace. The
North American market for industrial services is estimated at US$50 billion
and growing at 10% annually.
The mergers have established Philip as the North American industrial services
leader with over 240 locations, 10,000 employees and estimated 1997 revenue of
US$1.6 billion. Philip is now organized into two operating divisions: the
Industrial Services Group, which includes Allwaste, Serv-Tech and Philip's
by-products recovery and environmental services operations; and the Metals
Recovery Group, which encompasses all of Philip's steel, copper and aluminum
processing and mill services operations.
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[PHILIP SERVICES CORP. LETTERFOOT]
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[PHILIP SERVICES CORP. LETTERHEAD]
"The integration team has worked diligently since the mergers were announced to
ensure we benefit from new business opportunities immediately upon closing,"
said Robert Chiste, the former President and CEO of Allwaste who is now
President of Philip's Industrial Services Group. "The regional organizational
structure and management team is established, and has completed an aggressive
employee orientation and training program. Our employees are focused on
achieving internal growth through delivering integrated services to our
approximately 50,000 commercial and industrial customers. We have already
acquired new contracts through integrating our combined strengths to deliver
cost-effective packaged services to our clients."
Philip Services Corp. (formerly Philip Environmental Inc.) is a fully
integrated resource recovery and industrial services company providing steel,
copper and aluminum processing and recovery services, together with diversified
industrial outsourcing services to all major industry sectors. The Company
trades on the New York, Toronto and Montreal Stock Exchanges under the symbol
"PHV".
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Contact: Allen Fracassi
President and Chief Executive Officer
(905) 521-1600
Robert Chiste
President -- Industrial Services Group
(713) 625-7151
Contact: Lynda Kuhn
Vice President -- Corporate Communications
(905) 540-6658
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