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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K12G3
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
April 20, 2000 (April 7, 2000)
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Date of Report (Date of earliest event reported)
PHILIP SERVICES CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 98-0131394
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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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SPECIAL NOTE TO FILING DESK
This report is filed by Philip Services Corporation, a Delaware corporation
("Philip"), pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934
(the "Exchange Act"). By virtue of the consummation of the reorganization of
Philip Services Corp., an Ontario corporation ("PSC") (Commission File No.
0-20854) and certain of its subsidiaries pursuant to a plan of reorganization
under Chapter 11 of the United States Bankruptcy Code, Philip emerged as the
successor entity to PSC. In connection with the reorganization, shares of common
stock of Philip ("Philip Shares") were issued to holders of common shares of
PSC. The Philip Shares are therefore deemed, pursuant to Rule 12g-3(a) under the
Exchange Act, to be registered pursuant to Section 12(g) of that Act.
ITEM 5. OTHER EVENTS
On June 25, 1999, PSC together with its wholly owned subsidiary, Philip
Services Corporation (formerly named Philip Services (Delaware), Inc.), and
certain of their subsidiaries filed a voluntary application with the Ontario
Superior Court of Justice in Toronto, Canada (the "Ontario Court"), to
reorganize under the Companies' Creditors Arrangement Act (Canada) (the "CCAA")
and voluntary petitions with the United States Bankruptcy Court for the District
of Delaware (the "Bankruptcy Court"), under Chapter 11 of the United States
Bankruptcy Code, 11 U.S.C. sections 101-1330, as amended (the "Bankruptcy
Code"). On September 17, 1999, PSC, Philip and such subsidiaries 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
Bankruptcy Court. On September 21, 1999, PSC, Philip and such subsidiaries filed
a further Amended and Restated Plan of Compromise and Arrangement (the "Amended
Canadian Plan") under the CCAA with the Ontario Court, and an Amended Joint Plan
of Reorganization (the "Amended U.S. Plan", and together with the Amended
Canadian Plan, the "Plan") and a Disclosure Statement under Chapter 11 with the
Bankruptcy Court. On November 26, 1999 the Ontario Court approved and sanctioned
the Amended Canadian Plan, and on November 30, 1999, the Bankruptcy Court
entered its confirmation order confirming the Amended U.S. Plan. On April 7,
2000, the Plan became effective. Under the Plan, Philip emerged as the successor
public entity.
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Through the financial reorganization and proceeds from the prior sale of
assets, the Philip's senior secured debt has been reduced from over $1 billion
to $235 million and $100 million in secured convertible payment-in-kind debt.
The $235 million in senior secured debt will be further reduced to approximately
$190 million once Philip completes the sale of its UK Metals business to
Simsmetal Limited. In addition, Philip has converted approximately $140 million
of unsecured obligations into $48 million in payment-in-kind notes and $18
million in convertible payment-in-kind notes. Class action suits against PSC
have been settled in return for 1.5% of the equity in Philip.
Pursuant to the Plan, 24 million shares of common stock ("Common Shares")
will be issued by Philip on a pro rata basis to its secured lenders (91%),
unsecured creditors (5%), existing shareholders of PSC (2%), class action
claimants (1.5%) and other equity claimants (0.5%). The 2% of the Common Shares
to be issued to former shareholders of PSC represents a total of 480,000 shares
or one share for every 273 shares of PSC held as of the record date.
On April 11, 2000 Philip announced that The Toronto Stock Exchange (the
"TSE") had set a record date of April 19, 2000 to determine shareholders of PSC
entitled to receive shares of the newly restructured company. Shares of Philip
will commence trading on the TSE under the stock symbol "PSC" and on the Nasdaq
OTC under the symbol "PHVC".
A copy of the press release announcing the effectiveness of the Plan is
attached hereto as Exhibit 99.1. A copy of the press release announcing that the
TSE has set a record date to determine shareholders of PSC entitled to receive
Common Shares is attached hereto as Exhibit 99.2.
Exhibit
Number Description
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99.1 Press release announcing that PSC has completed its financial
reorganization dated April 7, 2000
99.2 Press release, dated April 11, announcing that the TSE has set
a record date to determine issuance of shares in Philip
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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 CORPORATION
By: /s/ Colin H. Soule
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Colin H. Soule
Executive Vice President,
General Counsel and
Corporate Secretary
Date: April 20, 2000
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press release announcing that PSC has completed its financial
reorganization dated April 7, 2000
99.2 Press release, dated April 11, announcing that the TSE has set
a record date to determine issuance of shares in Philip
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