UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
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)
June 4, 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
CUSIP No. 717906 10 1
1 NAME OF REPORTING PERSON
High River Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
11,832,900
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
11,832,900
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,832,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.02%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 717906 10 1
1 NAME OF REPORTING PERSON
Riverdale LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC,AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
11,832,900
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,832,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,832,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.02%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 717906 10 1
1 NAME OF REPORTING PERSON
Carl C. Icahn
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
11,832,900
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,832,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,832,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.02%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer
This Schedule 13D relates to the common shares, no par value (the
"Shares"), of Philip Services Corp. (the "Issuer"). The address of the principal
executive offices of the Issuer is 100 King Street West, Hamilton, Ontario L8N
4J6.
Item 2. Identity and Background
The persons filing this statement are 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"). The principal business
address and the address of the principal office of the Registrants is 100 South
Bedford Road, Mount Kisco, New York 10549, with the exception of Carl C. Icahn,
whose principal business address is c/o Icahn Associates Corp., 767 Fifth
Avenue, 47th Floor, New York, New York 10153.
Riverdale is the general partner of High River and is 100 percent owned by
Carl C. Icahn.
High River is primarily engaged in the business of investing in securities.
Riverdale is primarily engaged in the business of owning real estate and acting
as general partner of High River. Carl C. Icahn's present principal occupation
or employment is acting as President and a Director of Starfire Holding
Corporation, a Delaware corporation ("Starfire"), and as the Chairman of the
Board and Director of various of Starfire's subsidiaries, including ACF
Industries, Incorporated, a New Jersey corporation ("ACF"). Starfire, whose
principal business address is 100 South Bedford Road, Mount Kisco, New York
10549, is primarily engaged in the business of holding, either directly or
through its subsidiaries, a majority of the common stock of ACF. ACF is
primarily engaged in the business of leasing, selling and manufacturing railroad
freight and tank cars.
The name, citizenship, present principal occupation or employment and
business address of each member of Riverdale is set forth in Schedule A attached
hereto.
Carl C. Icahn is the sole member of Riverdale and owns 100% of the
interests therein. As such, Mr. Icahn is in a position directly and indirectly
<PAGE>
to determine the investment and voting decisions made by the Registrants.
Neither High River, Riverdale, Mr. Icahn, nor any executive officer or
director of any of the Registrants, has, during the past five years, (a) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (b) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting, or mandating activities subject to, Federal or
State securities laws or a finding of any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the 11,832,900 Shares purchased by the
Registrants was $54,103,782.97 (including commissions). The source of funding
for the purchase of these Shares was general working capital of the Registrants.
Item 4. Purpose of Transaction
The Registrants have acquired the Shares of the Issuer for investment
purposes. In that connection, the Registrants would hope to have their
representative meet with management of the Issuer from time to time to learn
about the affairs of the Issuer. Depending on market conditions and other
factors, the Registrants may acquire additional Shares of the Issuer as they
deem appropriate, whether in open market purchases, privately negotiated
transactions or otherwise. The Registrants also reserve the right to dispose of
some or all of their Shares in the open market, in privately negotiated
transactions to third parties or otherwise.
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on June 15, 1998, Registrants may be deemed
to beneficially own, in the aggregate, 11,832,900 Shares, representing
approximately 9.02% of the Issuer's outstanding Shares (based upon the
131,146,196 Shares stated to be outstanding as of May 11, 1998 by the Issuer in
the Issuer's Form 10-Q filing, filed with the Securities and Exchange Commission
on May 18, 1998).
(b) High River has sole voting power and sole dispositive power with regard
to 11,832,900 Shares. Riverdale has shared voting power and shared dispositive
power with regard to 11,832,900 Shares. Carl C. Icahn has shared voting power
and shared dispositive power with regard to 11,832,900 Shares.
<PAGE>
Riverdale and Mr. Icahn, by virtue of their relationships to High River (as
disclosed in Item 2), may be deemed to beneficially own (as that term is defined
in Rule 13d-3 under the Act) the Shares which High River directly beneficially
owns. Each of Riverdale and Mr. Icahn disclaims beneficial ownership of such
Shares for all other purposes.
(c) The following table sets forth all transactions with respect to Shares
effected during the past sixty (60) days by any of the Registrants. All such
transactions were effected in the open market.
NO. OF SHARES PRICE
NAME DATE PURCHASED PER SHARE
High River 5/7/98 100,000 $6.3750
High River 5/15/98 315,000 $5.4048
High River 5/18/98 425,500 $5.6028
High River 5/20/98 811,700 $5.3757
High River 5/20/98 574,000 $5.4077
High River 5/21/98 475,000 $5.5013
High River 5/22/98 150,000 $5.4229
High River 5/26/98 299,000 $5.4273
High River 5/27/98 50,000 $5.3125
High River 6/1/98 150,000 $3.7500
High River 6/2/98 575,000 $3.5905
High River 6/2/98 575,000 $3.5905
High River 6/3/98 776,250 $4.3235
High River 6/3/98 776,250 $4.3235
High River 6/4/98 961,000 $4.3677
High River 6/5/98 956,200 $4.4587
High River 6/8/98 500,000 $4.2642
High River 6/9/98 945,000 $4.2415
<PAGE>
High River 6/10/98 805,000 $4.0379
High River 6/11/98 545,000 $4.2752
High River 6/12/98 510,700 $4.3858
High River 6/15/98 557,300 $4.5854
Item 6. Contracts, Arrangements, Understandings or Relationship
with Respect to Securities of the Issuer
Except as described herein, neither any of the Registrants nor any person
referred to in Schedule A attached hereto, has any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to any securities of the Issuer, including but not limited to the
transfer or voting of any of the securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
1. Joint Filing Agreement of the Registrants
<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: June 15, 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 Schedule 13D with respect to Philip Services Corp.]
<PAGE>
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS
Name, Business Address and Principal Occupation of
Each Member of Riverdale
The following sets forth the name, position, and principal occupation of
each member of Riverdale. Each such person is a citizen of the United States of
America. Except as otherwise indicated, the business address of each director
and officer is c/o Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New
York, New York 10153. To the best of Registrants' knowledge, except as set forth
in this statement on Schedule 13D, none of the directors or executive officers
of the Registrants own any shares of the Issuer.
RIVERDALE LLC
NAME POSITION Principal Occupation
Carl C. Icahn Member See Item 2 herein
<PAGE>
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended, the persons named below agree to the joint filing on behalf of each
of them of a statement on Schedule 13D (including amendments thereto) with
respect to the common stock, no par value, of Philip Services Corp., and further
agree that this Joint Filing Agreement be included as an Exhibit to such joint
filings. In evidence thereof, the undersigned, being duly authorized, have
executed this Joint Filing Agreement this 15th day of June, 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
[Joint Filing Agreement for Schedule 13D with respect to
Philip Services Corp.]
