1
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
October 27, 1997 (October 10, 1997)
Date of Report (Date of earliest event reported)
PHILIP SERVICES CORP.
(Exact name of Registrant as specified in its charter)
Ontario 1-8368 Not Applicable
(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
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (905) 521-1600
NOT APPLICABLE
(Former name or former address, if changed since last report.)
2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 10, 1997, the Registrant entered into an Asset Purchase Agreement
(the "Asset Purchase Agreement") with Connell Limited Partnership, a Delaware
limited partnership ("Seller"), Connell Industries Inc., a Delaware
corporation, and Philip Metals (Ohio) Inc., an Ohio corporation and wholly
owned subsidiary of the registrant ("Buyer"), pursuant to which, and at a
closing occurring simultaneously therewith, Seller agreed to sell and Buyer
agreed to purchase all the operating assets (the "Assets") of Luria Brothers
("Luria"), a division of Seller engaged principally in the business of buying,
selling and processing ferrous scrap and providing steel mill services. The
Assets include (i) real property and improvements thereon, (ii) accounts
receivable, (iii) inventories (including raw materials, work in process, and
finished goods) and supplies, (iv) intellectual property rights, (v) machinery,
equipment, vehicles, furniture and fixtures, (vi) leases of real estate and
personal property, (vii) rights under agreements, including customer
agreements, supply contracts, mill service and processing agreements and
collective bargaining agreements, and (viii) rights to the name "Luria
Brothers". Pursuant to the Asset Purchase Agreement and in consideration for
the sale of the Assets, Buyer paid to Seller the aggregate sum of $155,000,000
in cash, subject to certain adjustments, and agreed to assume certain
liabilities of Luria. The source of the funds for the acquisition was existing
credit facilities of the Registrant. The Registrant agreed to guarantee the
obligations of the Buyer pursuant to the Asset Purchase Agreement. Buyer
intends to continue to use the Assets to buy, sell and process ferrous scrap
and provide steel mill services. Copies of the Asset Purchase Agreement and
the press release announcing the purchase of the Assets are attached hereto as
Exhibit 2.1 and Exhibit 99.1, respectively.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a). Financial statements of businesses acquired.
The required financial statements are not yet available and will be filed as an
amendment to this Form 8-K not later than December 24, 1997.
(b). Pro forma financial information.
The required pro forma financial information is not yet available and will be
filed as an amendment to this Form 8-K not later than December 24, 1997.
2
3
Exhibit
Number Description
10.1 Asset Purchase Agreement, dated October 10, 1997, among
Connell Limited Partnership, Connell Industries, Inc.,
Philip Metals (Ohio) Inc. and Philip Services Corp.
99.1 Press release announcing the purchase of the Assets, dated
October 15, 1997
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 authorized.
PHILIP SERVICES CORP.
By: /s/ Colin Soule
Executive Vice President
and General Counsel
Date: October 27, 1997
3
4
EXHIBIT INDEX
Exhibit
Number Description
10.1 Asset Purchase Agreement, dated October 10, 1997, among
Connell Limited Partnership, Connell Industries, Inc.,
Philip Metals (Ohio) Inc. and Philip Services Corp.
99.1 Press release announcing the purchase of the Assets, dated
October 15, 1997
4