X0201 4 2003-06-23 0 0001095701 PHILIP SERVICES CORP/DE PSCD.PK 0000921669 ICAHN CARL C ET AL 767 FIFTH AVENUE SUITE 4700 NEW YORK NY 10153 0 0 1 0 0001034563 AMERICAN REAL ESTATE HOLDINGS L P 100 SOUTH BEDFORD ROAD NEW YORK NY 10153 0 0 1 0 0000813762 AMERICAN REAL ESTATE PARTNERS L P 100 SOUTH BEDFORD ROAD MT. KISCO NY 10153 0 0 1 0 0000860851 BARBERRY CORP /NY/ 100 SOUTH BEDFORD ROAD MT. KISCO NY 10153 0 0 1 0 0001080113 BECKTON CORP 100 SOUTH BEDFORD ROAD MT. KISCO NY 10153 0 0 1 0 0000928464 HIGH RIVER LIMITED PARTNERSHIP /NY/ 1OO SOUTH BEDFORD ROAD MT. KISCO NY 10153 0 0 1 0 0001257324 AMERICAN PROPERTY INVESTORS INC 100 SOUTH BEDFORD ROAD MT. KISCO NY 10153 0 0 1 0 PIK Debt 11.72 2003-06-23 2003-06-23 4 P 0 2520207 571502.08 A 2000-04-07 2005-03-31 Common Stock 215034 64178708 I See Footnote See Explanation of Responses. Explanation of Responses: Common Stock and PIK Debt (the "Debt") were initially acquired by High River Limited Partnership ("High River") and American Real Estate Holdings L.P. ("AREH") pursuant to the Chapter 11 Bankruptcy Reorganization Plan filed by the predecessor of Philip Services Corporation in the U.S. Bankruptcy Court for the District of Delaware under the Case No. 99-02385 (the "Plan") and the conversion feature of the debt became exercisable upon effective date of such plan. "PIK Debt" means the ten percent (10%) Secured Convertible PIK Debt due 2005 of Philip Services Corporation, in the aggregate principal amount of $100 million, which debt is convertible until maturity at the option of the holders. On June 23, 2003, in a privately negotiated transaction, High River purchased an aggregate of approximately $2,520,207.71 principal amount of the Debt (convertible into 215,034 Shares) and a certain amount of the term debt of the Issuer. In that transaction, the price for the approximately $2,520,207.71 face amount of the Debt, as well as the price for the term debt of the Issuer, was 10% of the principal amount of the Debt and the term debt. Each of American Property Investors, Inc., ("API"), AREH, American Real Estate Partners LP and High River is indirectly wholly owned by Mr. Icahn. Barberry Corp. is the general partner of High River and is wholly owned by Mr. Icahn. Beckton Corp. is the sole shareholder of API and is wholly owned by Mr. Icahn. Carl C. Icahn 2003-07-23 American Real Estate Holdings, L.P. 2003-07-23 American Real Estate Partners, L.P. 2003-07-23 Barberry Corp. 2003-07-23 Beckton Corp. 2003-07-23 High River Limited Partnership 2003-07-23 American Property Investors, Inc. 2003-07-23