SEC Info - Feinberg Stephen - ‘4’ for 10/28/03 re: Philip Services Corp./DE

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FEINBERG STEPHEN

(Last)

(First)

(Middle)

C/O CERBERUS CAPITAL MANAGEMENT, L.P.

299 PARK AVENUE - 22ND FLOOR

(Street)

NEW YORK

10171

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PHILIP SERVICES CORP/DE [ PSCDQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/28/03

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
10% Secured Convertible PIK Debt due 2005	$11.72	6/2/03 ⁽⁴⁾		J ⁽⁴⁾		$418,703 ⁽⁴⁾		8/8/88 ⁽¹⁾ ⁽²⁾ ⁽³⁾	3/31/05	Common Stock	35,725 ⁽⁴⁾	⁽⁴⁾	$24,394,214 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I ⁽¹⁾ ⁽²⁾ ⁽³⁾	By various entities ⁽¹⁾ ⁽²⁾ ⁽³⁾

Explanation of Responses:

(1) As of October 28, 2003, Cerberus Partners, L.P. ("Cerberus"), Cerberus International, Ltd. ("Cerberus International"), Madeleine Corp. ("Madeleine Corp."), Madeleine LLC ("Madeleine LLC"), Styx Partners, L.P. ("Styx"), Styx International, Ltd. ("Styx International"), The Long Horizons Fund, L.P. ("Long Horizons"), The Long Horizons Overseas Fund, Ltd. ("Horizons Overseas" and, together with Cerberus, Cerberus International, Madeleine Corp., Madeleine LLC, Styx, Styx International and Long Horizons, the "Feinberg Entities") and certain private investment funds (the "Funds") held or had the right to acquire an aggregate of 6,678,110 shares of common stock (the "Shares") of Philip Services Corporation (the "Company"), including as a result of the pay-in-kind interest described below. Stephen Feinberg possesses sole power to vote and direct the disposition of all securities of the Company owned by each of the Feinberg Entities and the Funds.

(2) The 6,678,110 aggregate Shares consist of, among other things, Shares held of record and/or beneficially by the Feinberg Entities and/or the Funds and Shares underlying the 10% Secured Convertible PIK Debt due 2005 of the Company, which are immediately exerciseable (the "PIK Notes"), held of record and/or beneficially by the Feinberg Entities and/or the Funds, which consist both of Shares underlying the original principal amount of such PIK Notes as well as Shares underlying the pay-in-kind interest which has accreted on such PIK Notes since the date of issuance.

(3) Cerberus, by and on behalf of itself and certain affiliated and designated entities, has reached an agreement in principal with High River Limited Partnership ("High River"), as of October 28, 2003, pursuant to which Cerberus and certain affiliated and designated entities have agreed to sell to High River, and/or any entity or person designated by High River, all of the PIK Notes owned by such entities, including all interest accreted on the PIK Notes through June 2, 2003. The closing of this transaction is subject to a number of conditions precedent. The reporting person's interest is limited to the extent of his pecuniary interest in the Feinberg Entities and the Funds, if any.

(4) Represents pay-in-kind interest accreted on the PIK Notes held by the Feinberg Entities and/or the Funds through June 2, 2003.

	/s/ Stephen Feinberg	11/5/03
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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____________ Transaction Code:
J	Other acquisition or disposition.

Feinberg Stephen – ‘4’ for 10/28/03 re: Philip Services Corp./DE

On: Wednesday, 11/12/03, at 5:06pm ET · For: 10/28/03 · As: 10% Owner · Accession #: 1005477-3-4404 · File #: 0-30417

Previous ‘4’: ‘4’ on 11/3/03 for 10/30/03 · Next: ‘4’ on 11/17/03 for 10/27/03 · Latest: ‘4’ on / for 9/30/21

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Feinberg Stephen – ‘4’ for 10/28/03 re: Philip Services Corp./DE

On: Wednesday, 11/12/03, at 5:06pm ET · For: 10/28/03 · As: 10% Owner · Accession #: 1005477-3-4404 · File #: 0-30417

Previous ‘4’: ‘4’ on 11/3/03 for 10/30/03 · Next: ‘4’ on 11/17/03 for 10/27/03 · Latest: ‘4’ on / for 9/30/21

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents