UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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 20, 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. 7)
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:
Pursuant to the Agreement dated November 19, 1998, among the Issuer, High
River, Foothill and American Real Estate Holdings L.P. ("AREH"), High River,
Foothill and AREH have designated Harold First and Arnold S. Tenney as their two
designees to the Issuer's Board of Directors. Curricula vitae for each of Mr.
First and Mr. Tenney are attached hereto as Exhibits 1 and 2, respectively, and
incorporated in their entirety herein by reference.
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. 7 is hereby
incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits
Exhibit 1. Curriculum Vitae for Harold First.
Exhibit 2. Curriculum Vitae for Arnold S. Tenney.
<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 23, 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. 7 to Schedule 13D with respect to
Philip Services Corp.]
HAROLD FIRST
For the past five years, Mr. First has worked as an independent financial
consultant with offices at 345 Park Avenue, New York, New York. Mr. First has
gained extensive experience in acquisitions of various businesses as well as
dispositions and restructuring of businesses under Chapter 11. Mr. First
presently or has served as a member of the Board of Directors of Taj Mahal
Holding Corp., Trump Taj Mahal Realty Corp. Memorex Telex N.V., Cadus
Pharmaceutical Corporation, Panaco, Inc., Trans World Airlines, Inc., Telesave
Holdings, Inc., American Property Investors G.P., ACF Industries, Inc., Gateway
Group, U.K., Getaway Vacations, Inc., Midcoast Aviation, Inc., Travel Marketing
Corp., World Marketing, Inc., Worldspan, L.P., Childrens Rescue Fund and
International Aviation Security, U.K. and presently serves as the Chairman of
the Audit Committee of each of Cadus Pharmaceutical Corporation, Panaco, Inc.
and Telesave Holdings, Inc. Mr. First is a 1957 graduate of Brooklyn College and
became a Certified Public Accountant in 1961 and served in the U.S. Army
reserve, Sp/4 from 1957-1962 (when he was honorably discharged). Mr. First's
professional affiliations include the American Institute of Certified Public
Accountants, New York State Society of Certified Public Accountants, New Jersey
State Society of Certified Public Accountants and AICPA Task Force on Airlines.
ARNOLD S. TENNEY
Arnold S. Tenney, 56 years old, is currently (i) President, Chief Executive
Officer, a director and major stockholder of ARC International Corporation
("ARC"), an Ontario, Canada corporation whose common shares are traded on the
American Stock Exchange (the "AMEX"), (ii) Chairman of the Board and a director
of Ballantyne of Omaha, Inc. ("Ballantyne"), a Delaware corporation whose common
shares are traded on the New York Stock Exchange, and (iii) Chairman of the
Board and a director of Cabletel Communications Corp. ("Cabletel"), an Ontario,
Canada corporation whose common shares are traded on the AMEX. Mr. Tenney has
held positions with ARC, Ballantyne and Cabletel since 1978, 1988 and 1985,
respectively.
ARC is primarily engaged in the development, construction and operation of
ice rink facilities throughout the United States and Canada. Certain components
used in the construction of ice rink facilities, such as refrigeration units and
dasher board systems, are designed, manufactured and installed by ARC. ARC has
completed the development of an ice rink facility in Rockville, Maryland and has
three additional facilities in various phases of construction located in East
Lansing, Michigan; Danbury, Connecticut and Chesapeake, Virginia. ARC also has
three operational ice rink facilities located in the metropolitan Toronto area.
In connection with its ice rink operations, ARC is engaged in the retail of ice
hockey and skating related merchandise, as well as operating food concessions
and licensed restaurants within such facilities.
Ballantyne is a leading developer, manufacturer and distributor of
commercial motion picture equipment and long-range follow spotlights in the
United States and abroad. The Company also manufactures and distributes
commercial food service equipment, principally pressure fryers, barbeque slow
roast ovens and rotisserie ovens.
Cabletel is a leading Canadian full-service distributor of broadband
communications equipment used in the cable television and telecommunications
industries. Cabletel's core business focuses on the distribution and sale of
over 5,000 products required to construct, maintain and upgrade cable television
and telecommunications equipment.
