-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DlPXZ4k3Qq2CEBOe1bNoPTNgtdAP6zw5NwNdmEkwY8FIp5/CefZ03C+ZLVNpuLf+ TlA6v6pzqgCgHiQLf97TlQ== 0001005477-04-002543.txt : 20040702 0001005477-04-002543.hdr.sgml : 20040702 20040702120134 ACCESSION NUMBER: 0001005477-04-002543 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20040702 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CLEAN HARBORS INC CENTRAL INDEX KEY: 0000822818 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 042997780 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1501 WASHINGTON ST STREET 2: 325 WOOD RD CITY: BRAINTREE STATE: MA ZIP: 02184 BUSINESS PHONE: 6178491800 MAIL ADDRESS: STREET 1: PO BOX 327 STREET 2: 325 WOOD ROAD CITY: BRAINTREE STATE: MA ZIP: 02184 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FEINBERG STEPHEN CENTRAL INDEX KEY: 0000947822 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-16379 FILM NUMBER: 04898187 BUSINESS ADDRESS: STREET 1: 450 PARK AVE STREET 2: 28TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128912120 MAIL ADDRESS: STREET 1: 450 PARK AVE STREET 2: 28TH FL CITY: NEW YORK STATE: NY ZIP: 10022 4 1 edgar123.xml FORM 4 X0202 4 2004-06-30 0 0000822818 CLEAN HARBORS INC CLHB 0000947822 FEINBERG STEPHEN C/O CERBERUS CAPITAL MANAGEMENT, L.P. 299 PARK AVENUE, 22ND FLOOR NEW YORK NY 10171 0 0 1 0 Series C Convertible Preferred Stock, par value $0.01 per sh 8.00 2004-06-30 4 J 0 16750 1000 D Common Stock 2258157 0 I By limited liability company Warrant 8.00 2004-06-30 4 J 0 1859250 A 2004-06-30 2009-09-10 Common Stock 1859250 1859250 I By limited liability company Pursuant to the terms of the Series C Convertible Preferred Stock, par value $0.01 per share, of the Company, the original $10.50 conversion price of the Series C Convertible Preferred Stock was adjusted to $8.00. Pursuant to a Preferred Stock Redemption Agreement, dated as of June 30, 2004, among other things, Clean Harbors, Inc., a Massachusetts corporation (the "Company"), redeemed all of the shares of Series C Convertible Preferred Stock, par value $0.01 per share, of the Company (the "Preferred Shares"), held by Cerberus CH LLC, a Delaware limited liability company ("Cerberus CH"), in exchange for (i) cash and (ii) warrants to acquire an aggregate of 1,859,250 shares (subject to certain adjustments) of common stock, par value $0.01 per share, of the Company (the "Shares") for a purchase price of $8.00 per Share (subject to certain adjustments). Based upon the conversion rate of the Preferred Shares, which was subject to certain adjustments, immediately prior to the redemption described above, Cerberus CH had the right to acquire an aggregate of 2,258,157 Shares upon conversion of the Preferred Shares held by Cerberus CH. In addition, as of June 30, 2004, Cerberus Partners, L.P., a Delaware limited partnership ("Cerberus"), is the holder of 195,000 Shares, Cerberus International, Ltd., a corporation organized under the laws of the Bahamas ("International"), is the holder of 543,100 Shares, Cerberus Series Two Holdings, LLC, a Delaware limited liability company ("Cerberus Series Two"), is the holder of 255,000 Shares, Cerberus America Series One Holdings, LLC, a Delaware limited liability company ("Cerberus America"), is the holder of 50,800 Shares, and various other private investment funds (the "Funds") hold in the aggregate 262,500 Shares. Stephen Feinberg possesses sole power to vote and direct the disposition of all securities held by Cerberus CH, Cerberus, International, Cerberus Series Two, Cerberus America and the Funds. Thus, as of June 30, 2004, for the purposes of Reg. Section 240.13d-3, Stephen Feinberg is deemed to beneficially own 3,165 ,650 Shares. Stephen Feinberg's interest in the securities reported herein is limited to the extent of his pecuniary interest in Cerberus CH, Cerberus, International, Cerberus Series Two, Cerberus America and the Funds, if any. The number of Preferred Shares disposed of, including accrued dividends as of June 30, 2004, was 18,065. The Series C Convertible Preferred Stock was immediately exercisable. The Series C Convertible Preferred Stock had no expiration date. /s/ Stephen Feinberg 2004-07-01 -----END PRIVACY-ENHANCED MESSAGE-----