UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
CLEAN HARBORS, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
184496107
--------------------------------------------------------------------------------
(CUSIP Number)
with a copy to:
Mr. Stephen Feinberg Robert G. Minion, Esq.
299 Park Avenue Lowenstein Sandler PC
22nd Floor 65 Livingston Avenue
New York, New York 10171 Roseland, New Jersey 07068
(212) 891-2100 (973) 597-2424
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 13, 2005
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Cusip No. 184496107
--------------------------------------------------------------------------------
1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Stephen Feinberg
--------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
--------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------------------
4) Source of Funds (See Instructions): WC
--------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): Not Applicable
--------------------------------------------------------------------------------
6) Citizenship or Place of Organization: United States
--------------------------------------------------------------------------------
Number of 7) Sole Voting Power: 0*
------------------------------------
Shares Beneficially 8) Shared Voting Power: *
------------------------------------
Owned by
Each Reporting 9) Sole Dispositive Power: 0*
------------------------------------
Person With 10) Shared Dispositive Power: *
------------------------------------
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
0*
--------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): Not Applicable
--------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11): 0.0%*
--------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions): IA, IN
--------------------------------------------------------------------------------
* On October 13, 2005, Cerberus CH LLC, a Delaware limited liability company
("Cerberus CH"), and Cerberus America Series One Holdings, LLC, a Delaware
limited liability company ("Cerberus America," and together with Cerberus CH,
the "Cerberus Entities") fully exercised warrants to purchase an aggregate of
1,209,250 shares of the common stock, par value $0.01 per share (the "Shares"),
of Clean Harbors, Inc., a Massachusetts corporation (the "Company"). The
1,209,250 Shares received from the exercise of the warrants were used upon
receipt to cover existing short positions on October 13, 2005. Stephen Feinberg
possesses sole power to vote and direct the disposition of all securities of the
Company held by the Cerberus Entities. Thus, as of October 13, 2005, for the
purposes of Reg. Section 240.13d-3, Stephen Feinberg is deemed to beneficially
own no Shares.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Based upon information set forth in the Company's Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2005, as of August 1, 2005
there were 15,398,693 Shares issued and outstanding. On October 13, 2005,
Cerberus CH LLC, a Delaware limited liability company ("Cerberus CH"), and
Cerberus America Series One Holdings, LLC, a Delaware limited liability company
("Cerberus America," and together with Cerberus CH, the "Cerberus Entities")
fully exercised warrants to purchase an aggregate of 1,209,250 Shares. The
1,209,250 Shares received from the exercise of the warrants were used upon
receipt to cover existing short positions on October 13, 2005. Stephen Feinberg
possesses sole power to vote and direct the disposition of all securities of the
Company held by the Cerberus Entities. Thus, as of October 13, 2005, for the
purposes of Reg. Section 240.13d-3, Stephen Feinberg is deemed to beneficially
own no Shares.
The only transactions in Shares, or securities convertible into,
exercisable for or exchangeable for Shares, by Mr. Feinberg or any person or
entity controlled by him or any person or entity for which he possesses voting
or investment control over the securities thereof in the sixty days on or prior
to October 13, 2005 were the exercise of the warrants described in the preceding
paragraph and the use of the Shares obtained thereby to cover short positions
entered into more than sixty days on or prior to October 13, 2005.
Stephen Feinberg ceased to be the beneficial owner of more than 5% of
the Shares deemed to be outstanding as of October 13, 2005.
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 20, 2005
/s/ Stephen Feinberg
----------------------------------------
Stephen Feinberg, on behalf of Cerberus
Associates, L.L.C., the general partner
of Cerberus Partners, L.P., the managing
member of Cerberus CH LLC, and Cerberus
America Series One Holdings, LLC,
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).