UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
November 13, 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. 5)
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:
On November 13, 1998, High River Limited Partnership and Foothill Partners
III, L.P. (an entity unaffiliated with Registrants) delivered a letter (which is
attached hereto as Exhibit 1 and incorporated in its entirety herein by
reference) to the Issuer.
In addition to Registrant's ownership of Issuer's debt originally issued to
financial institutions in September 1997 ("Debt"), a portion of the Debt is also
owned by an affiliate of Registrants, American Real Estate Holdings, L.P., which
is controlled by Mr. Icahn, and which could be expected to act with High River
with respect to the Debt . Any plan developed by Registrants alone (or together
with Issuer) may involve a change in the composition of Issuer's Board of
Directors, the filing of a petition in bankruptcy, a change of control of Issuer
and/or a sale of all or substantially all of Issuer's assets.
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. 5 is hereby
incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits
Exhibit 1. Letter dated November 13, 1998, from High River
Limited Partnership and Foothill Partners III,
L.P. to Mr. Jack McGregor.
<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: November 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. 5 to Schedule 13D with respect to
Philip Services Corp.]
BY FAX (905) 521-9160
November 13, 1998
Mr. Jack McGregor
Philip Services Corporation
100 King Street West
Hamilton, Ontario Canada
L8N 4J6
Dear Mr. McGregor:
PHILIP SERVICES CORPORATION
The recently released financial results for Philip confirm that asset
values are rapidly deteriorating and that the company is utilizing its cash in a
manner that is adverse to the interests of all of its stakeholders. You have
indicated to us that you cannot meet your financial obligations to us.
Philip has asked for forbearance arrangements from its lenders and has
indicated that it would be prepared to ultimately develop a plan which would
give substantially all of its equity to its lenders in return for a release from
its financial obligations. We can see no reason for delaying the development of
such a plan. Any delays will erode value for all stakeholders, increase the
likelihood of job losses and economic losses and will serve no benefit
whatsoever. We will not support any long term forbearance arrangements.
Because we are extremely concerned about the erosion of value at our
expense, we see no alternative but to utilize insolvency proceedings to protect
our interests. We are, however, prepared to forbear exercising any of the legal
and statutory rights available to us if you agree to work with us immediately to
formulate a prepackaged plan to transfer the ownership and control of the
business to the lenders in accordance with your stated intention. Thus, if you
wish to avoid insolvency proceedings, we would ask that you agree to do this by
the close of business on Tuesday or we will be forced to exercise our rights.
Your very truly,
/s/ Carl Icahn /s/ Dennis R. Ascher
HIGH RIVER, L.P. FOOTHILL PARTNERS III, L.P.
