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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
September 27, 1999 (September 20, 1999)
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Date of Report (Date of earliest event reported)
PHILIP SERVICES CORP.
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(Exact name of Registrant as specified in its charter)
Ontario 0-20854 Not Applicable
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(State or other jurisdiction) (Commission File (IRS Employer
of incorporation) Number) Identification No.)
100 King Street West, P.O. Box 2440, LCD1, Hamilton, Ontario, Canada L8N 4J6
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (905) 521-1600
NOT APPLICABLE
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(Former name or former address, if changed since last report.)
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ITEM 3. BANKRUPTCY AND RECEIVERSHIP
On June 25, 1999, Philip Services Corp. (the "Company") filed a voluntary
application to reorganize under the Companies' Creditors Arrangement Act
(Canada) ("CCAA") with the Ontario Superior Court of Justice in Toronto, Canada,
and voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code ("Chapter
11") with the U.S. Bankruptcy Court for the District of Delaware. On June 27,
1999, the Company obtained First Day Orders under Chapter 11 of the U.S.
Bankruptcy Code from the U.S. Bankruptcy Court for the District of Delaware.
On September 17, 1999 the Company filed an Amended and Restated Plan of
Compromise and Arrangement under the CCAA with the Ontario Superior Court of
Justice in Toronto, Canada, and an Amended Joint Plan of Reorganization and a
Disclosure Statement under Chapter 11 with the U.S. Bankruptcy Court for the
District of Delaware.
On September 21, 1999 the Company filed an Amended and Restated Plan of
Compromise and Arrangement (the "Amended Canadian Plan") under the CCAA with the
Ontario Superior Court of Justice in Toronto, Canada, and an Amended Joint Plan
of Reorganization (the "Amended U.S. Plan") and a Disclosure Statement under
Chapter 11 with the U.S. Bankruptcy Court for the District of Delaware.
A confirmation hearing to confirm the Company's plan of reorganization is
scheduled for October 13, 1999 at the U.S. Bankruptcy Court for the District of
Delaware.
The Amended Canadian and U.S. Plans provide that the claims of Canadian
creditors against the Company will be dealt with in Canada under the CCAA
proceedings. The Amended Canadian Plan provides that in the event that certain
conditions are not satisfied or Canadian unsecured creditors vote to reject the
Amended Canadian Plan, the Company can implement an alternative means of
restructuring by which the restructuring of the Company and its Canadian
subsidiaries would be accomplished by the transfer of their business as a going
concern to one or more direct or indirect subsidiaries of Philip Services
(Delaware), Inc.
The Company's lending syndicate has confirmed its support of the Amended
Canadian and U.S. Plans. The official committee of unsecured creditors appointed
under Chapter 11 has confirmed its support of the Amended U.S. Plan and has
urged holders of unsecured claims to vote in favour of the Amended U.S. Plan.
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A copy of the Disclosure Statement filed under Chapter 11 is attached
hereto as Exhibit 2.1. A copy of the Amended U.S. Plan is attached as Appendix A
to the Disclosure Statement. A copy of the Amended Canadian Plan is attached as
Exhibit D to the Amended U.S. Plan which is attached as Appendix A to the
Disclosure Statement. A copy of the press release announcing the filings of the
Canadian Plan, the U.S. Plan and the Disclosure Statement is attached hereto as
Exhibit 99.1.
Exhibit
Number Description
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2.1 Disclosure Statement under Chapter 11 of the U.S. Bankruptcy Code
filed with the U.S. Bankruptcy Court for the District of Delaware
on September 21, 1999
2.2 Notice to creditors and present and former equity security
holders dated September 22, 1999
99.1 Press release announcing the filings of the amended restructuring
plans dated September 20, 1999
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PHILIP SERVICES CORP.
By: /s/ Colin H. Soule
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Executive Vice President,
General Counsel and
Corporate Secretary
Date: September 27, 1999
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EXHIBIT INDEX
Exhibit
Number Description
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2.1 Disclosure Statement under Chapter 11 of the U.S. Bankruptcy Code
filed with the U.S. Bankruptcy Court for the District of Delaware
on September 21, 1999
2.2 Notice to creditors and present and former equity security
holders dated September 22, 1999
99.1 Press release announcing the filing of the amended restructuring
plans dated September 20, 1999
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