UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
Philip Services Corporation
(Name of Issuer)
Common Shares
(Title of Class of Securities)
718193105
(CUSIP Number)
Marc Weitzen, Esq.
General Counsel
Icahn Associates Corp.
and affiliated companies
767 Fifth Avenue, 47th floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 14, 2000
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d- 1(f) or 240.13d-1(g), check
the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 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. 718193105
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) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
9,042,852 (See Item 3)
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
9,042,852 (See Item 3)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,042,852 (See Item 3)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.1%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 718193105
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) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
9,042,852 (See Item 3)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
9,042,852 (See Item 3)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,042,852 (See Item 3)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.1%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 718193105
1 NAME OF REPORTING PERSON
American Real Estate Holdings L.P.
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*
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
2,528,263 (See Item 3)
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,528,263 (See Item 3)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,528,263 (See Item 3)
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* //
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 718193105
1 NAME OF REPORTING PERSON
American Real Estate Partners, L.P.
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*
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,528,263 (See Item 3)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,528,263 (See Item 3)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,528,263 (See Item 3)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 718193105
1 NAME OF REPORTING PERSON
American Property Investors, Inc.
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*
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,528,263 (See Item 3)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,528,263 (See Item 3)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,528,263 (See Item 3)
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* //
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 718193105
1 NAME OF REPORTING PERSON
Beckton Corp.
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*
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,528,263 (See Item 3)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,528,263 (See Item 3)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,528,263 (See Item 3)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 718193105
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) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
0
8 SHARED VOTING POWER
11,571,115 (See Item 3)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,571,115 (See Item 3)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,571,115 (See Item 3)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.3%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer
This Schedule 13D relates to the common shares, par value $0.01 per
share (the "Shares"), of Philip Services Corporation, a Delaware corporation
(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"), American Real Estate Holdings L.P., a Delaware
limited partnership ("AREH"), American Real Estate Partners, L.P., a Delaware
limited partnership ("AREP"), American Property Investors, Inc., a Delaware
corporation ("American Property"), Beckton Corp., a Delaware corporation
("Beckton") 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. American Property is the general partner of both AREH and AREP
and AREP is a limited partner of AREH owning 100 percent of the limited
partnership interests therein. American Property is 100 percent owned by Beckton
which 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 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. AREP is a limited partnership primarily engaged in the
business of acquiring and managing real estate investments. AREP's business is
conducted through a subsidiary limited partnership, AREH, in which AREP owns a
99% limited partnership interest. American Property is primarily engaged in the
business of acting as the general partner for AREH and AREP. Beckton is
primarily engaged in the business of wholly owning American Property, which is
wholly-owned by Carl C. Icahn.
The name, citizenship, present principal occupation or employment and
business address of the sole member of Riverdale and each director and executive
officer of American Property and Beckton is set forth in Schedule A attached
hereto.
<PAGE>
Carl C. Icahn is the sole member of Riverdale and owns 100% of the
interests therein. Carl C. Icahn is the sole stockholder and director of
Beckton. As such, Mr. Icahn is in a position directly and indirectly to
determine the investment and voting decisions made by the Registrants.
Neither High River, Riverdale, AREH, AREP, American Property, Beckton,
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
Registrants acquired 11,571,115 Shares pursuant to the Chapter 11
Bankuptcy Reorganization Plan filed by Issuer in the U.S. Bankruptcy Court for
the District of Delaware under the Case No. 99-02385 (the "Plan"). The Plan
became effective on April 7, 2000.
As a secured creditor of Issuer's predecessor prior to the
reorganization, under the Plan, each of High River and AREP received, among
other things, a certain portion of (i) new common stock (as defined in the
Plan) of the reorganized Issuer and (ii) New Secured PIK Debt (as defined in the
Plan) ("Debt"), which Debt is convertible into new common stock at the rate of
$11.72 per share.
In particular, under the Plan, High River and AREP received 6,502,474
and 1,818,007 shares of new common stock, respectively, and they also received a
portion of Debt, which if converted into new common stock, would give High River
and AREP, respectively, an additional 2,540,378 and 710,257 shares.
Item 4. Purpose of Transaction
Registrants acquired the Shares as a result of Issuer's Chapter 11
reorganization in respect of the debt securities of Issuer's predecessor which
Registrants held. Registrants believe that their aggregate holdings of Issuer's
shares represent the largest block of such shares. As a result of the Chapter 11
proceedings, Registrants were able to nominate two of the members of Issuer's
initial Board of Directors. Registrant's expect to communicate with management
from time to time to share Registrants' views about Issuer with management.
However, other than as stated herein, Registrants have no present plans or
proposals which would result in the matters described in clauses (a) through (j)
of Item 4.
Registrants, individually or collectively, reserve the right, although they have
no present plans to do so, to seek to acquire, from time to time, additional
shares of Issuer' common stock and may, from time to time, dispose of shares in
the open market or otherwise.
<PAGE>
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on April 14, 2000, the day Issuer
succeeded to its predecessor's registration under the Securities Exchange Act of
1934, Registrants may be deemed to beneficially own, in the aggregate,
11,571,115 Shares (See Item 3), representing approximately 42.3% of the Issuer's
outstanding Shares (based upon the 24,000,000 Shares provided to be outstanding
pursuant to the Plan as of the effective date of the Plan and the 3,250,635
Shares into which the Debt owned by Registrants is convertible but excluding any
other Shares into which Debt not owned by Registrants is convertible).
(b) High River has sole voting power and sole dispositive power with
regard to 9,042,852 Shares. Riverdale has shared voting power and shared
dispositive power with regard to 9,042,852 Shares. AREH has sole voting power
and sole dispositive power with regard to 2,528,263. AREP has shared voting
power and shared dispositive power with regard to 2,528,263 shares. American
Property has shared voting power and shared dispositive power with regard to
2,528,263 shares. Beckton has shared voting power and shared dispositive power
with regard to 2,528,263 shares. Carl C. Icahn has shared voting power and
shared dispositive power with regard to 11,571,115 Shares.
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. Beckton, American Property,
AREP and Mr. Icahn, by virtue of their relationships to AREH (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 AREH beneficially owns. Each of Beckton,
American Property, AREP 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 pursuant to the Plan.
No. of Shares
Name Received under the Plan In which Debt is convertible
- ---- ----------------------- ----------------------------
High River 6,502,474 2,540,378
AREH 1,818,007 710,257
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
<PAGE>
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 each of the undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: April 18, 2000
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
American Real Estate Holdings L.P.
By: American Property Investors, Inc.,
General Partner
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: Director, Chairman of the Board
[Signature Page of Schedule 13D with respect to Philip Services Corp.]
<PAGE>
American Real Estate Partners, L.P.
By: American Property Investors, Inc.,
General Partner
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: Director, Chairman of the Board
American Property Investors, Inc.
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: Director, Chairman of the Board
Beckton Corp.
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: Sole Director, Chairman of the Board
/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 and Each Director of American Property and Beckton.
The following sets forth the name, position, and principal occupation
of each member of Riverdale, American Property, Beckton and Barberry. 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.
<TABLE>
<S> <C> <C> <C> <C> <C>
RIVERDALE LLC
Name Position
Carl C. Icahn Member
American Property Investors, Inc.
Name Position Business Address
Carl C. Icahn Director, Chairman
of the Board
William A. Director American Real Estate Partners
Leidesdorf 100 South Bedford Road
Mt. Kisco, NY 10549
Jack G. Wasserman Director Wasserman, Schneider & Babb
111 Broadway
19th Floor
New York, NY 10006
John P. Saldarelli Vice President, American Real Estate Partners
Secretary and 100 South Bedford Road
Treasurer Mt. Kisco, NY 10549
<PAGE>
H.J. Gerard Vice President and American Real Estate Partners
Controller 100 South Bedford Road
Mt. Kisco, NY 10549
Martin Hirsch Vice President and American Real Estate Partners
Assistant Secretary 100 South Bedford Road
Mt. Kisco, NY 10549
Gail Golden Assistant Secretary
Beckton Corp.
Name Position
Carl C. Icahn Director, Chairman
of the Board, President and Secretary
Robert J. Mitchell Vice President and Treasurer
</TABLE>
<PAGE>
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) 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, par value $.01 per share, of Philip Services
Corporation, 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 18th day of
April, 2000.
HIGH RIVER LIMITED PARTNERSHIP
By: RIVERDALE LLC,
General Partner
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: Sole Member
RIVERDALE LLC
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: Sole Member
American Real Estate Holdings L.P.
By: American Property Investors, Inc.,
General Partner
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: Director, Chairman of the Board
[Joint Filing Agreement for Schedule 13D with respect to Philip Services Corp.]
<PAGE>
American Real Estate Partners, L.P.
By: American Property Investors, Inc.,
General Partner
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: Director, Chairman of the Board
American Property Investors, Inc.
By: /s/ Carl C. Icahn
-----------------
Name: CARL C. ICAHN
Title: Director, Chairman of the Board
Beckton Corp.
By: /s/ Carl C. Icahn
-----------------
Name: CARL C. ICAHN
Title: Sole Director, Chairman of the Board
/s/ Carl C. Icahn
Carl C. Icahn
[Joint Filing Agreement for Schedule 13D with respect to Philip Services Corp.]
