UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Philip Services Corp.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
717906 10 1
(CUSIP Number)
Marc Weitzen, Esq.
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street, 20th Floor
New York, New York 10036
(212) 626-0800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 15, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
NOTE: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
(Amendment No. 8)
Item 1. Security and Issuer
The Schedule 13D filed with the U.S. Securities and Exchange Commission
on June 15, 1998, by High River Limited Partnership, a Delaware limited
partnership ("High River"), Riverdale LLC, a New York limited liability company
("Riverdale"), and Carl C. Icahn, a citizen of the United States of America
(collectively, the "Registrants"), as previously amended, relating to the common
shares, no par value (the "Shares"), of Philip Services Corp. (the "Issuer"), is
amended to furnish the additional information set forth herein. All capitalized
terms contained herein but not otherwise defined shall have the meaning ascribed
to such terms in the previously filed statement on Schedule 13D, as amended.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following:
High River, American Real Estate Holdings L.P., an entity affiliated
with Registrants, and Foothill Partners III, L.P., an entity unaffiliated with
Registrants, have reached an agreement with the Issuer (which is attached hereto
as Exhibit 1 and incorporated in its entirety herein by reference), whereby they
will extend the deadline to receive lender approval for a debt restructuring
plan to January 8, 1998.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
Item 6 is hereby amended to add the following:
The paragraph set forth under Item 4 of this Amendment No. 8 is hereby
incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1. Amending Agreement No. 1 dated as of December 15, 1998,
among Philip Services Corp., Foothill Partners, L.P.,
American Real Estate Holdings L.P. and High River Limited
Partnership.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 16, 1998
HIGH RIVER LIMITED PARTNERSHIP
By: RIVERDALE LLC,
General Partner
By: /S/ CARL C. ICAHN
Name: Carl C. Icahn
Title: Member
RIVERDALE LLC
By: /S/ CARL C. ICAHN
Name: Carl C. Icahn
Title: Member
/S/ CARL C. ICAHN
CARL C. ICAHN
[Signature Page of Amendment No. 8 to Schedule 13D with respect to
Philip Services Corp.]
AMENDING AGREEMENT NO. 1
This is an amending agreement made as of December 15, 1998 among Philip
Services Corp. ("PSC"), Foothill Partners, L.P. ("Foothill"), American Real
Estate Holdings, L.P. ("AREH") and High River Limited Partnership ("High
River").
WHEREAS, PSC on behalf of itself and each of its affiliates (collectively,
"Affiliates"), Foothill, AREH and High River entered into an agreement dated as
of November 19, 1998 (the "Standstill Agreement") regarding the terms and
conditions for a prepackaged plan or reorganization for PSC and its Affiliates;
WHEREAS, the parties have agreed to amend the terms of the Standstill Agreement.
NOW THEREFORE this amending agreement witnesseth that in consideration of the
mutual covenants and agreements contained in this amending agreement and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, PSC, Foothill, AREH and High River agree as follows:
1) Amendment
The Standstill Agreement is amended by deleting the date "December 15,
1998" from the second paragraph of the section titled "Standstill and
Efforts to Consummate" and from the second paragraph of the section
titled "Termination Events" and replacing it in both places with the
date "January 8, 1999".
2) General
This amending agreements amends the Standstill Agreement. This amending
agreement and the Standstill Agreement shall be read, interpreted,
construed and have effect as and shall constitute one agreement with
the same effect as if the amendments made by this amending agreement
had been contained in the Standstill Agreement as of the date of this
amending agreement. This amending agreement shall be governed by the
laws o f the State of Delaware, without giving effect to the choice of
law provisions thereunder. Other than as set forth in Paragraph 1
hereof, the Standstill Agreement remains in full force and effect. This
amending agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all counterparts together shall
constitute one and the same instrument.
AGREED, ACKNOWLEDGED and ACCEPTED as of the date first written above.
PHILIP SERVICES CORP. FOOTHILL PARTNERS III, L.P.
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By: By:
Its: Its:
AMERICAN REAL ESTATE HOLDINGS, LP. HIGH RIVER LIMITED PARTNERSHIP
By: American Property Investors, Inc. By: Riverdale L.L.C.
Its: General Partner Its: General Partner
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By: By:
Its: Its:
