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 Weitzen Shalov & Wein LLP
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)
October 27, 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).
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SCHEDULE 13D
CUSIP No. 717906 10 1
1 NAME OF REPORTING PERSON
Jack Gumpert Wasserman
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF;OO
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
18,455,200
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
18,455,200
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,455,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.07%
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 person filing this statement is Jack Gumpert Wasserman, a citizen
of the United States of America (the "Registrant"). The principal business
address and the address of the principal office of the Registrant is c/o
Wasserman, Schneider & Babb, 111 Broadway, 19th Floor, New York, New York 10006.
Registrant's present principal occupation or employment is acting as a
partner in the law firm of Wasserman, Schneider, Babb and Reed.
The Registrant has not, 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
On October 27, 1999, the Registrant and High River Limited Partnership
("High River") entered into a letter agreement, a copy of which is attached
hereto as Exhibit 1 and incorporated herein by reference (the "Letter
Agreement"), pursuant to which the Registrant purchased from High River sold
18,455,200 Shares for an aggregate purchase price of $1,500,000. The source of
funding for the purchase of these Shares was personal funds of the Registrant
and a $1,200,000 promissory note of the Registrant in favor of High River, a
copy of which is attached hereto as Exhibit 2 and incorporated herein by
reference.
Item 4. Purpose of Transaction
The paragraph set forth under Item 3 of this Schedule 13D is hereby
incorporated herein by reference.
The Registrant has acquired the Shares of the Issuer for investment
purposes. In that connection, the Registrant would hope to meet with management
of the Issuer from time to time to learn
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about the affairs of the Issuer. Depending on market conditions and other
factors, the Registrant may acquire additional Shares of the Issuer as he deems
appropriate, whether in open market purchases, privately negotiated transactions
or otherwise. The Registrant also reserves the right to dispose of some or all
of his 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 October 27, 1999, the Registrant may
be deemed to beneficially own, in the aggregate, 18,455,200 Shares, representing
approximately 14.07% of the Issuer's outstanding Shares (based upon the
131,144,013 Shares stated to be outstanding as of November 12, 1999 by the
Issuer in the Issuer's Form 10-Q filing, filed with the Securities and Exchange
Commission on November 15, 1999).
(b) The Registrant has sole voting power and sole dispositive power
with regard to 18,455,200 Shares.
(c) The following sets forth all transactions with respect to Shares
effected during the past sixty (60) days by the Registrant:
On October 27, 1999, the Registrant purchased 18,455,200
Shares from High River in a privately negotiated transaction pursuant to the
terms of the Letter Agreement for a price of $0.0813 per Share.
Item 6. Contracts, Arrangements, Understandings or Relationship
with Respect to Securities of the Issuer
The paragraphs set forth under Items 3 and 4 of this Schedule 13D are
hereby incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
Exhibit 1. Letter Agreement dated as of October 27,
1999, between High River Limited
Partnership and Jack Gumpert Wasserman.
Exhibit 2. Promissory Note dated as of
October 27, 1999, issued by Jack
Gumpert Wasserman in favor of 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 28, 1999
/s/ Jack Gumpert Wasserman
JACK GUMPERT WASSERMAN
[Signature Page of Schedule 13D with respect to Philip Services Corp.]
Exhibit 1
High River Limited Partnership
767 Fifth Avenue, 47th Floor
New York, New York 10153
Dated as of October 27, 1999
Mr. Jack Gumpert Wasserman
510 East 86th Street
New York, New York 10028
Re: Philip Services Corp.
Dear Mr. Wasserman:
This letter agreement shall confirm our understanding
regarding the purchase by Jack Wasserman ("Buyer") of 18,455,200 shares (the
"Shares") of common stock, no par value, of Philip Services Corp. ("Philip")
held by High River Limited Partnership ("Seller").
1. Purchase and Sale of Shares. Upon the terms and subject to the conditions set
forth herein, Seller hereby sells and transfers the Shares, and the Buyer will
purchase the Shares from Seller. The purchase price for the Shares shall be one
million five hundred thousand dollars ($1,500,000.00) which shall be payable as
follows: (a) three hundred thousand dollars ($300,000.00) in cash by wire
transfer in immediately available funds; and (b) one million two hundred
thousand dollars ($1,200,000.00) by delivery of a secured promissory note (the
"Note") of Buyer payable to Seller in the form of Exhibit A hereto.
2. Representations and Warranties of Buyer. As an inducement to Seller to enter
into this letter agreement and to consummate the transactions contemplated
hereby, Buyer hereby represents and warrants to Seller as follows:
(a) Buyer has the right, power and authority to enter into, and perform
its obligations under, this letter agreement. Upon the execution of this letter
agreement by each of the parties hereto, this letter agreement will constitute
the legal, valid and binding obligation of Buyer, enforceable against Buyer in
accordance with its terms. No consent or approval of any third party or
governmental agency or authority is required for such party to execute and
deliver this letter agreement or to perform its obligations hereunder. In
addition, upon execution and delivery of the Note by Buyer, the Note will
constitute the legal, valid and binding obligation of Buyer, enforceable against
Buyer in accordance with its terms;
(b) Buyer is a sophisticated purchaser with respect to the purchase of
the Shares and has relied on its own independent investigation, not on any
information or representations
<PAGE>
furnished by Seller (except as set forth herein) in determining to enter into
this letter agreement, and acknowledges that the purchase price may vary from
any distributions that the Buyer may ultimately recover on account of the Shares
and is aware that additional information regarding the Shares may be obtained
from various court or other public files;
(c) Buyer acknowledges and understands that Seller may possess material
non-public information not known or available to Buyer (the "Excluded
Information"), and Buyer agrees that Seller shall have no liability to Buyer to
the extent such liability is caused by non-disclosure of the Excluded
Information; provided, however, that the foregoing limitation of liability shall
not in any way limit the liability of Seller for a breach of its representations
and warranties in this letter agreement;
(d) except as otherwise expressly provided herein, the sale of the
Shares by Seller to Buyer is irrevocable and is on an "as is" basis without
recourse to Seller; and
(e) No broker, finder or other person or entity acting pursuant to the
authority of Buyer is entitled to any broker's fee or other commission in
connection with the transactions contemplated hereby.
3. Representations and Warranties of Seller. As an inducement to Buyer to enter
into this letter agreement and to consummate the transactions contemplated
hereby, Seller hereby represents and warrants to Buyer as follows:
(a) Seller has the right, power and authority to enter into, and
perform its obligations under, this letter agreement. Upon the execution of this
letter agreement by each of the parties hereto, this letter agreement will
constitute the legal, valid and binding obligation of Seller, enforceable
against Seller in accordance with its terms. No consent or approval of any third
party or governmental agency or authority is required for such party to execute
and deliver this letter agreement or to perform its obligations hereunder.
(b) Seller is the legal and beneficial owner of the Shares. Seller is
transferring the Shares to Buyer free and clear of any pledges, voting trust
arrangements, liens, claims, charges, encumbrances or security interests;
(c) Seller is a sophisticated seller with respect to the sale of the
Shares and has relied on its own independent investigation, not on any
information or representations furnished by Buyer (except as set forth herein)
in determining to enter into this letter agreement, and acknowledges that the
purchase price may vary from any distributions that the Buyer may ultimately
recover on account of the Shares and is aware that additional information
regarding the Shares may be obtained from various court or other public files;
(d) Seller acknowledges and understands that Buyer may possess material
non-public
<PAGE>
information not known or available to Seller (the "Information"), and Seller
agrees that Buyer shall have no liability to Seller to the extent such liability
is caused by non-disclosure of the Information; provided, however, that the
foregoing limitation of liability shall not in any way limit the liability of
Buyer for a breach of its representations and warranties in this letter
agreement; and
(e) No broker, finder or other person or entity acting pursuant to the
authority of Seller is entitled to any broker's fee or other commission in
connection with the transactions contemplated hereby.
4. Confidentiality. Each of the parties hereto agrees that the terms of this
letter agreement are confidential and may not be disclosed by any party hereto,
except as may be required by law and except to principals and authorized
representatives of the parties hereto, without the written consent of all of the
parties. Except as may be required by law, any public announcement regarding
this letter agreement or the transactions contemplated herein may not be made by
any party without the prior consent of all other parties hereto.
5. General Provisions.
(a) This letter agreement shall be governed by and interpreted in
accordance with the laws of the State of New York, without regard to the
conflicts of law provisions thereof.
(b) Buyer and Seller each hereby irrevocably consents to the personal
jurisdiction of the courts of the State of New York and of the United States of
America sitting in the Southern District of New York, in either case sitting in
the borough of Manhattan, in any action to enforce, interpret or construe any
provision of this letter agreement or of any other agreement or document
delivered in connection with this letter agreement. Each party further
irrevocably agrees that any action to enforce, interpret or construe any
provision of this letter agreement will be brought only in either of those
courts and not in any other court unless the courts designated herein refuse to
accept jurisdiction over of such actions based upon jurisdiction or venue
defenses.
(c) This letter agreement may be executed in separate counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
(d) This letter agreement shall supersede all prior agreements, written
or oral, by or among any of the parties hereto with respect to the subject
matter hereof and may not be amended or otherwise modified except in writing
signed by all of the parties hereto.
(e) From and after the date hereof, Buyer and Seller each covenant and
agree to execute and deliver all such agreements, instruments and documents and
to take all such further
<PAGE>
actions as the other party hereto may reasonably deem necessary from time to
time to carry out the intent and purposes of this letter agreement and to
consummate the transactions contemplated hereby.
(f) The captions and headings hereunder are for convenience only and
shall not affect the interpretations or construction of this letter agreement.
Very truly yours,
HIGH RIVER LIMITED PARTNERSHIP
By: Riverdale LLC, General Partner
By: /s/ Carl C. Icahn
Carl C. Icahn, Member
ACCEPTED AND AGREED TO AS
OF THE DATE FIRST ABOVE WRITTEN:
By:/s/ Jack Gumpert Wasserman
Jack Gumpert Wasserman
[Signature Page of Wasserman Letter Agreement Re: Philip Services Corp.]
Exhibit 2
PROMISSORY NOTE
$1,200,000.00 Dated as of October 27, 1999
FOR VALUE RECEIVED, the undersigned, Jack Gumpert Wasserman,
an individual currently residing at 510 East 86th Street, New York, New York
10028 ("Maker"), hereby promises to pay to High River Limited Partnership, a
Delaware limited partnership located at 767 Fifth Avenue, 47th Floor, New York,
New York 10153 ("Payee"), at such address as may hereafter be designated in
writing by Payee, the principal sum of One Million Two Hundred Thousand Dollars
($1,200,000.00), together with interest thereon from the date hereof at the rate
of ten percent (10%) per annum, compounded semi-annually (the "Interest Rate").
The principal amount hereof and all accrued and unpaid interest thereon shall be
due and payable on the third anniversary of the date hereof.
Both principal and interest, and any other amount due under
this Note, shall be paid in lawful money of the United States of America to
Payee at such place as Payee or the holder hereof may designate by notice in
writing to Maker, in immediately available funds.
The obligations of Maker under this Note are secured by and
Payee is entitled to the benefits of that certain security agreement of even
date herewith by and among Maker and Payee (the "Security Agreement"), which is
hereby incorporated by reference.
Maker may, at its option, at any time prepay the outstanding
balance of this Note in whole or in part. All prepayments of principal hereunder
shall be accompanied by accrued interest on the amount prepaid.
If any payment hereunder falls due on a Saturday, Sunday or
legal holiday, it shall be payable on the next succeeding day that is not a
Saturday, Sunday or legal holiday and such additional time shall be included in
the computation of interest due to Payee with that payment.
In the event that Maker fails to pay when due any principal or
interest due under this Note, interest on the entire unpaid balance of this Note
(principal and interest) from the due date of such unpaid principal or interest
until payment is made, shall (to the extent legally enforceable) accrue at a
rate per annum equal to the Interest Rate plus three percent (3%) (the "Late
Rate"), and shall be payable on demand.
If any part of this Note is determined to be illegal,
unenforceable or against public policy, then the same shall be deemed deleted
from this Note without affecting or impairing any other part hereof.
Upon the occurrence of any Default (as hereinafter defined):
(a) the entire outstanding principal amount of this Note and all accrued and
unpaid interest thereon shall become immediately
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<PAGE>
due and payable without further notice or demand; and (b) Payee or any other
holder of this Note shall have the right to pursue any and all other rights,
remedies, or recourse available to it hereunder or under applicable law. Maker
shall provide Payee with written notice promptly following the occurrence of a
Default.
A "Default" shall occur if one or more of the following events
shall occur:
(a) Maker shall fail to pay, when due (upon maturity,
acceleration or otherwise), any amount of principal or interest or other amounts
due under this Note; and
(b) (i) an application is made by Maker for the appointment of
a receiver, trustee or custodian for its assets; (ii) any application is made by
any person or entity other than Maker for the appointment of a receiver, trustee
or custodian for any assets of Maker and the same is not dismissed within sixty
(60) days after the application therefor; (iii) a petition under Title 11 of the
United States Code entitled "Bankruptcy", as amended from time to time, or any
applicable federal or state bankruptcy, insolvency or other similar law now or
hereafter in effect and all rules and regulations promulgated thereunder (the
"Bankruptcy Code"), shall be filed by Maker; (iv) an involuntary petition shall
be filed against Maker under the Bankruptcy Code and the same is not dismissed
within sixty (60) days after the filing thereof; or (v) Maker makes an
assignment for the benefit of creditors.
All parties now or hereafter liable with respect to this Note, whether
the Maker, any guarantor, endorser or any other person or entity, hereby waive
presentment for diligence, payment, demand, notice of nonpayment or dishonor,
protest and notice of any kind whatsoever.
No delay or failure on the part of Payee in the exercise of any right
or remedy shall operate as a waiver thereof. No indulgence or extension granted
by Payee shall operate as an indulgence or extension of any other payment or
obligation placed upon Maker hereafter. No single or partial exercise by Payee
of any right or remedy shall preclude any other or further exercise thereof or
the exercise of any other right or remedy contained herein or permitted at law
or in equity.
Maker agrees that the obligations of Maker evidenced by this Note are
absolute obligations, and shall not be subject to reduction, credit, or other
offset and Maker waives any defenses with respect to Maker's obligations
hereunder; provided, however, that Payee agrees that Payee's sole recourse
hereunder shall be to any of the Collateral (as defined in the Security
Agreement) pledged to Payee pursuant to the Security Agreement.
Maker agrees to pay all costs of collection, including reasonable
attorneys' fees, which may be incurred in the collection of this Note or any
portion thereof upon the occurrence of a Default.
This Note shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the laws of the State of New York
applicable to contracts made and to be performed wholly within such State. For
purposed of any suit, action or proceeding against him arising out of or
relating to this Note, Maker hereby irrevocably and unconditionally:
Page 2 of 3
<PAGE>
(i) submits for himself and his property in any legal action
or proceeding relating to this Note or for recognition and enforcement of any
judgment in respect thereof, to the non-exclusive personal jurisdiction of the
courts of the State of New York, the courts of the United States of America for
the Southern District of New York and appellate courts from any thereof;
(ii) consents that any such action or proceeding may be
brought in such courts and waives any objection that it may now or hereafter
have to the venue of any such action or proceeding or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;
(iii) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid return receipt
requested, to such party at its address set forth above; or at such other
address of which the other parties hereto shall have been notified pursuant
thereto;
(iv) agrees that nothing herein shall affect the right to
effect service of process in any other manner permitted by law or shall limit
the right to sue in any other jurisdiction; and
(v) waives any right he may have to a trial by jury.
.
This Note shall inure to the benefit of Payee or any holder hereof,
their respective representatives, successors and assigns and shall bind Maker,
its representatives, successors and assigns.
This Note may not be assigned by Payee without the prior written
consent of Maker and shall inure to the benefit of Payee or any other permitted
holder hereof, their respective representatives, successors, heirs, executors
and assigns and shall bind Maker, its representatives, successors and assigns.
Neither this Note nor any provision hereof may be changed, modified,
waived or terminated orally, but only by an agreement in writing signed by the
party to be charged.
IN WITNESS WHEREOF, Maker has duly executed this Note on the date first
above written.
/s/ Jack Gumpert Wasserman
Jack Gumpert Wasserman
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