UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
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)
January 21, 1999
(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. 10)
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 January 21, 1999, High River and Foothill Partners III, L.P. (an
entity unaffiliated with Registrants) delivered a letter (a form of which is
attached hereto as Exhibit 1 and incorporated in its entirety herein by
reference) to the holders of the Issuer's bank debt, which was originally issued
to financial institutions in September 1997.
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. 10 is hereby
incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits
Exhibit 1. Letter dated January 21, 1999, from High River
Limited Partnership and Foothill Partners III,
L.P. to the Members of the Bank Group of Philip
Services Corp.
<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: January 22, 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. 10 to Schedule 13D with respect to
Philip Services Corp.]
TO: Members of the Bank Group of Philip Services Corp.
DATE: January 21, 1999
- --------------------------------------------------------------------------------
In correspondence dated January 14, 1999 an offer was made to purchase bank debt
of Philip Services on the terms set forth therein. That offer is hereby
withdrawn. However, High River and Foothill and their respective affiliates
reserve the right to purchase or sell Philip Bank Debt at any time and from time
to time on terms which may be agreeable to them in their sole discretion.
HIGH RIVER LIMITED PARTNERSHIP FOOTHILL PARTNERS III, L.P.
BY: RIVERDALE LLC BY: DENNIS R. ASCHER
ITS: GENERAL PARTNER ITS: MANAGING GENERAL PARTNER
/S/ CARL ICAHN /S/ DENNIS R. ASCHER
