SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Clean Harbors, Inc.
(Name of Company)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
184496107
(Cusip Number)
Charles A. Irwin
c/o Oak Hill Securities Fund, L.P.
201 Main Street, Suite 1910
Forth Worth, TX 76102
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 10, 2002
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G 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 [_].
*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 Page 2
------------------------ -------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oak Hill Securities Fund, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 330,000 (1)
SHARES ------------------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 0
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
330,000 (1)
------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
330,000 (1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.58%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
------------------------
(1) Represents 330,000 shares of Common Stock of Clean Harbors, Inc. (the
"Company") that would be held directly by Oak Hill Securities Fund, L.P.
("OHSF") upon conversion of its 3,465 shares of Series C Convertible
Preferred Stock, par value $0.01 per share, of the Company (the "Series
C Preferred Stock"). Subject to certain limitations, such shares of
Series C Preferred Stock are convertible into shares of Common Stock.
The conversion ratio for the Series C Preferred Stock was calculated
using the stated value as of the date on which the Series C Preferred
Stock was issued. OHSF is managed by its general partner, Oak Hill
Securities GenPar, L.P., which is managed by its general partner Oak
Hill Securities MGP, Inc.
------------------------ -------------------------
CUSIP No. 184496107 Page 3
------------------------ -------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oak Hill Securities GenPar, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 330,000 (2)
SHARES ------------------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 0
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
330,000 (2)
------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
330,000 (2)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.58%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
------------------------
(2) Represents 330,000 shares of Common Stock of the Company that are
beneficially owned by Oak Hill Securities GenPar, L.P. ("OHS GenPar"),
in its capacity as general partner of OHSF, upon conversion of the 3,465
shares of Series C Preferred Stock owned by OHSF. Subject to certain
limitations, such shares of Series C Preferred Stock are convertible
into shares of Common Stock. The conversion ratio for the Series C
Preferred Stock was calculated using the stated value as of the date on
which the Series C Preferred Stock was issued. OHS GenPar is managed by
its general partner Oak Hill Securities MGP, Inc.
------------------------ -------------------------
CUSIP No. 184496107 Page 4
------------------------ -------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oak Hill Securities MGP, Inc.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 330,000 (3)
SHARES ------------------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 0
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
330,000 (3)
------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
330,000 (3)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.58%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
------------------------
(3) Represents 330,000 shares of Common Stock of the Company that are
beneficially owned by Oak Hill Securities MGP, Inc. ("OHS MGP"), in its
capacity as general partner of OHS GenPar, the general partner of OHSF,
upon conversion of the 3,465 shares of Series C Preferred Stock owned by
OHSF. Subject to certain limitations, such shares of Series C Preferred
Stock are convertible into shares of Common Stock. The conversion ratio
for the Series C Preferred Stock was calculated using the stated value
as of the date on which the Series C Preferred Stock was issued.
------------------------ -------------------------
CUSIP No. 184496107 Page 5
------------------------ -------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oak Hill Securities Fund II, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 330,000 (4)
SHARES ------------------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 0
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
330,000 (4)
------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
330,000 (4)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.58%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
------------------------
(4) Represents 330,000 shares of Common Stock of the Company that would be
held directly by Oak Hill Securities Fund II, L.P. ("OHSF II"), upon
conversion of its 3,465 shares of Series C Preferred Stock. Subject to
certain limitations, such shares of Series C Preferred Stock are
convertible into shares of Common Stock. The conversion ratio for the
Series C Preferred Stock was calculated using the stated value as of the
date on which the Series C Preferred Stock was issued. OHSF II is
managed by its general partner Oak Hill Securities GenPar II, L.P.,
which is managed by its general partner Oak Hill Securities MGP II, Inc.
------------------------ -------------------------
CUSIP No. 184496107 Page 6
------------------------ -------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oak Hill Securities GenPar II, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 330,000 (5)
SHARES ------------------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 0
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
330,000 (5)
------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
330,000 (5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.58%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
------------------------
(5) Represents 330,000 shares of Common Stock of the Company that are
beneficially owned by Oak Hill Securities GenPar II, L.P. ("OHS GenPar
II"), in its capacity as general partner of OHSF II, upon conversion of
the 3,465 shares of Series C Preferred Stock owned by OHSF II. Subject
to certain limitations, such shares of Series C Preferred Stock are
convertible into shares of Common Stock. The conversion ratio for the
Series C Preferred Stock was calculated using the stated value as of the
date on which the Series C Preferred Stock was issued. OHS GenPar II is
managed by its general partner Oak Hill Securities MGP II, Inc.
------------------------ -------------------------
CUSIP No. 184496107 Page 7
------------------------ -------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oak Hill Securities MGP II, Inc.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 330,000 (6)
SHARES ------------------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 0
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
330,000 (6)
------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
330,000 (6)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.58%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
------------------------
(6) Represents 330,000 shares of Common Stock of the Company that are
beneficially owned by Oak Hill Securities MGP II, Inc. ("OHS MGP II"),
in its capacity as general partner of OHS GenPar II, the general partner
of OHSF II, upon conversion of the 3,465 shares of Series C Preferred
Stock owned by OHSF. Subject to certain limitations, such shares of
Series C Preferred Stock are convertible into shares of Common Stock.
The conversion ratio for the Series C Preferred Stock was calculated
using the stated value as of the date on which the Series C Preferred
Stock was issued.
------------------------ -------------------------
CUSIP No. 184496107 Page 8
------------------------ -------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oak Hill Asset Management, Inc.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 85,238 (7)
SHARES ------------------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 0
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
85,238 (7)
------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,238 (7)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.68%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
------------------------
(7) Oak Hill Asset Management, Inc. ("OHAM") is an investment advisor. Two
clients of OHAM own 895 shares of Series C Preferred Stock. Subject to
certain limitations, such shares of Series C Preferred Stock are
convertible into the shares of Common Stock described above. OHAM
beneficially owns such shares. The conversion ratio for the Series C
Preferred Stock was calculated using the stated value as of the date on
which the Series C Preferred Stock was issued.
------------------------ -------------------------
CUSIP No. 184496107 Page 9
------------------------ -------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oak Hill Advisors, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 40,476 (8)
SHARES ------------------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 0
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
40,476 (8)
------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,476 (8)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.33%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
------------------------
(8) Oak Hill Advisors, L.P. ("OHA") is an investment advisor. One client of
OHA owns 425 shares of Series C Preferred Stock. Subject to certain
limitations, such shares of Series C Preferred Stock are convertible
into the shares of Common Stock described above. OHA beneficially owns
such shares. The conversion ratio for the Series C Preferred Stock was
calculated using the stated value as of the date on which the Series C
Preferred Stock was issued. OHA is managed by its general partner Oak
Hill Advisors MGP, Inc.
------------------------ -------------------------
CUSIP No. 184496107 Page 10
------------------------ -------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oak Hill Advisors MGP, Inc.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 40,476 (9)
SHARES ------------------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 0
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
40,476 (9)
------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,476 (9)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.33%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
------------------------
(9) Oak Hill Advisors MGP, Inc. ("OHA MGP"), is the general partner of OHA,
an investment advisor. One client of OHA owns 425 shares of Series C
Preferred Stock. Subject to certain limitations, such shares of Series C
Preferred Stock are convertible into the shares of Common Stock
described above. OHA MGP beneficially owns such shares. The conversion
ratio for the Series C Preferred Stock was calculated using the stated
value as of the date on which the Series C Preferred Stock was issued.
------------------------ -------------------------
CUSIP No. 184496107 Page 11
------------------------ -------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Glenn R. August
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 785,714 (10)
SHARES ------------------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 0
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
785,714 (10)
------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
785,714 (10)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.07%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
------------------------
(10) Represents (i) 330,000 shares of Common Stock that are beneficially
owned by Glenn R. August, as the sole stockholder of OHS MGP, (ii)
330,000 shares of Common Stock that are beneficially owned by Glenn R.
August, as the sole stockholder of OHS MGP II, (iii) 85,238 shares of
Common Stock that are beneficially owned by Glenn R. August, as the sole
stockholder of OHAM, and (iv) 40,476 shares of Common Stock that are
beneficially owned by Glenn R. August, as the sole stockholder of OHA
MGP. Subject to certain limitations, such shares of Series C Preferred
Stock are convertible into shares of Common Stock. The conversion ratio
for the Series C Preferred Stock was calculated using the stated value
as of the date on which the Series C Preferred Stock was issued.
------------------------ -------------------------
CUSIP No. 184496107 Page 12
------------------------ -------------------------
ITEM 1. SECURITY AND COMPANY.
The class of equity securities to which this Schedule 13D relates is
the common stock, par value $0.01 per share (the "Common Stock"), of Clean
Harbors, Inc., a Massachusetts corporation (the "Company"). The principal
executive offices of the Company are located at 1501 Washington Street,
Braintree, Massachusetts 02184.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is being filed pursuant to Rule 13d of the
General Rules and Regulations under the Securities and Exchange Act of 1934, as
amended, by the following persons (sometimes hereinafter collectively referred
to as the "Reporting Persons"):
Oak Hill Securities Fund, L.P., a Delaware limited partnership
("OHSF"); Oak Hill Securities GenPar, L.P., a Delaware limited partnership ("OHS
GenPar"); Oak Hill Securities MGP, Inc., a Delaware corporation ("OHS MGP"); Oak
Hill Securities Fund II, L.P., a Delaware limited partnership ("OHSF II"); Oak
Hill Securities GenPar II, L.P., a Delaware limited partnership ("OHS GenPar
II"); Oak Hill Securities MGP II, Inc., a Delaware corporation ("OHS MGP II");
Oak Hill Asset Management, Inc., a Delaware corporation ("OHAM"); Oak Hill
Advisors, L.P., a Delaware limited partnership ("OHA"); Oak Hill Advisors MGP,
Inc., a Delaware corporation ("OHA MGP"); and Mr. Glenn R. August.
(b) (c)
OHSF is a Delaware limited partnership, the principal business of which
is making investments in public and private securities. The principal office of
OHSF is 201 Main Street, Suite 1910, Fort Worth, Texas 76102.
OHS GenPar is a Delaware limited partnership, the principal business of
which is acting as general partner to OHSF. The principal office of OHS GenPar
is 201 Main Street, Suite 1910, Fort Worth, Texas 76102.
OHS MGP is a Delaware corporation, the principal business of which is
acting as general partner to OHS GenPar. The principal office of OHS MGP is 65
East 55th Street, 32nd Floor, New York, New York 10022. The name, residence or
business address, and present principal occupation or employment of each
director, executive officer and controlling person of OHS MGP are as follows:
------------------------ -------------------------
CUSIP No. 184496107 Page 13
------------------------ -------------------------
NAME RESIDENCE OR PRINCIPAL OCCUPATION OR EMPLOYMENT
BUSINESS ADDRESS
Glenn R. August 65 E. 55th Street President and Director
New York, NY 10022
Charles A. Irwin 201 Main St., Suite 1910 Vice President and Director
Fort Worth, Texas 76102
Thomas Delatour 201 Main St., Suite 1910 Vice President and Director
Fort Worth, Texas 76102
William H. Bohnsack, Jr. 65 E. 55th Street Vice President and Treasurer
New York, NY 10022
Scott D. Krase 65 E. 55th Street Vice President and Secretary
New York, NY 10022
OHSF II is a Delaware limited partnership, the principal business of
which is making investments in public and private securities. The principal
office of OHSF is 201 Main Street, Suite 1910, Fort Worth, Texas 76102.
OHS GenPar II is a Delaware limited partnership, the principal business
of which is acting as general partner to OHSF II. The principal business office
of OHS GenPar II is 201 Main Street, Suite 1910, Fort Worth, Texas 76102.
OHS MGP II is a Delaware corporation, the principal business of which
is acting as general partner to OHS GenPar II. The principal office of OHS MGP
II is 65 East 55th Street, 32nd Floor, New York, New York 10022. The name,
residence or business address, and present principal occupation or employment of
each director, executive officer and controlling person of OHS MGP II are as
follows:
NAME RESIDENCE OR PRINCIPAL OCCUPATION OR EMPLOYMENT
BUSINESS ADDRESS
Glenn R. August 65 E. 55th Street President and Director
New York, NY 10022
Richard Sarnoff 1540 Broadway, 22nd Floor Director
New York, NY 10036
William H. Bohnsack, Jr. 65 E. 55th Street Vice President and Treasurer
New York, NY 10022
Scott D. Krase 65 E. 55th Street Vice President and Secretary
New York, NY 10022
OHAM is a Delaware corporation, the principal business of which is
advising clients on investments. The principal office of OHAM is 65 E. 55th
Street, 32nd Floor, New York, New York 10022. The name, residence or business
address, and present principal occupation or employment of each director,
executive officer and controlling person of OHAM are as follows:
------------------------ -------------------------
CUSIP No. 184496107 Page 14
------------------------ -------------------------
NAME RESIDENCE OR PRINCIPAL OCCUPATION OR EMPLOYMENT
BUSINESS ADDRESS
Glenn R. August 65 E. 55th Street President and Director
New York, NY 10022
Steven B. Gruber 65 E. 55th Street Executive Vice President
New York, NY 10022
Anthony P. Scotto 65 E. 55th Street Executive Vice President
New York, NY 10022
John R. Monsky 65 E. 55th Street Secretary and Vice President
New York, NY 10022
William H. Bohnsack, Jr. 65 E. 55th Street Treasurer and Assistant Secretary
New York, NY 10022
OHA is a Delaware limited partnership, the principal business of which
is advising clients on investments. The principal office of OHA is 65 E. 55th
Street, 32nd Floor, New York, New York 10022.
OHA MGP is a Delaware corporation, the principal business of which is
acting as the general partner of OHA. The principal office of OHA MGP is 201
Main Street, Suite 1910, Fort Worth, Texas 76102. The name, residence or
business address, and present principal occupation or employment of each
director, executive officer and controlling person of OHA MGP are as follows:
NAME RESIDENCE OR PRINCIPAL OCCUPATION OR EMPLOYMENT
BUSINESS ADDRESS
Glenn R. August 65 E. 55th Street President and Director
New York, NY 10022
Raymond P. Murphy 65 E. 55th Street Secretary
New York, NY 10022
(c) None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(d) None of the entities or persons identified in this Item 2 has,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(e) All of the natural persons identified in this Item 2 are
citizens of the United States of America.
------------------------ -------------------------
CUSIP No. 184496107 Page 15
------------------------ -------------------------
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This statement is being filed as a result of the purchase on September
10, 2002, by OHSF and OHSF II, OHAM (acting on behalf of two advisee clients)
and OHA (acting on behalf of one advisee client), of 8,250 shares of Series C
Convertible Preferred Stock, par value $0.01 per share (the "Series C Preferred
Stock"), of the Company at a purchase price of $1,000 per share, in accordance
with the Securities Purchase Agreement, dated as of September 6, 2002 (the
"Securities Purchase Agreement"), entered into among the Company, OHSF, OHSF II,
OHAM (acting on behalf of two advisee clients) OHA (acting on behalf of one
advisee client) and another investor (all the parties other than the Company,
the "Purchasers"). Subject to certain restrictions, the Series C Preferred Stock
is convertible at any time into shares of Common Stock. The source and amount of
the funds used by the Reporting Persons to purchase shares of the Series C
Preferred Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
---------------- --------------- ---------------
OHSF Contributions from partners $3,465,000
and/or proceeds from investments
of such contributions
OHS GenPar Not Applicable Not Applicable
OHS MGP Not Applicable Not Applicable
OHSF II Contributions from partners $3,465,000
and/or proceeds from investments
from such contributions
OHS GenPar II Not Applicable Not Applicable
OHS MGP II Not Applicable Not Applicable
OHAM Advisee Clients $895,000
OHA Advisee Clients $425,000
OHA MGP Not Applicable Not Applicable
ITEM 4. PURPOSE OF TRANSACTION.
The acquisition of the securities referred to herein is for investment
purposes. The Reporting Persons have no present plans or intentions which relate
to or would result in any of the transactions required to be described in Item 4
of Schedule 13D.
However, depending upon future evaluations of the business prospects of
the Company and upon other developments, the Reporting Persons may retain their
holdings, dispose of all or portion of their holdings from time to time, acquire
additional securities (including shares of Common Stock) from time to time, or
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CUSIP No. 184496107 Page 16
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take any other action, including actions which relate to or would result in any
of the transactions required to be described in Item 4 of Schedule 13D, subject
to any applicable legal and contractual restrictions on their ability to do so.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
Based upon information provided by the Company, there were 12,164,312
shares of Common Stock issued and outstanding as of August 31, 2002. Subject to
certain limitations, the shares of Series C Preferred Stock are convertible at
any time on or after the date of issuance of such shares into shares of Common
Stock.
(a) As of September 10, 2002, (i) OHSF beneficially owns 330,000
shares of Common Stock, or 2.58% of the issued and outstanding shares of Common
Stock; (ii) OHS GenPar beneficially owns 330,000 shares of Common Stock, or
2.58% of the issued and outstanding shares of Common Stock; (iii) OHS MGP, Inc.
beneficially owns 330,000 shares of Common Stock, or 2.58% of the issued and
outstanding shares of Common Stock; (iv) OHSF II beneficially owns 330,000
shares of the Common Stock, or 2.58% of the issued and outstanding shares of
Common Stock; (v) OHS GenPar II, L.P. beneficially owns 330,000 shares of Common
Stock, or 2.58% of the issued and outstanding shares of Common Stock; (vi) OHS
MGP II, Inc. beneficially owns 330,000 shares of Common Stock, or 2.58% of the
issued and outstanding shares of Common Stock; (vii) OHAM beneficially owns
85,238 shares of Common Stock or 0.68% of the issued and outstanding shares of
Common Stock; (viii) OHA beneficially owns 40,476 shares of Common Stock, or
3.33% of the issued and outstanding shares of Common Stock; (ix) OHA MGP
beneficially owns 40,476 shares of Common Stock, or 0.33% of the issued and
outstanding shares of Common Stock; (ix) Mr. August beneficially owns 785,714
shares of Common Stock, or 6.07% of the issued and outstanding shares of Common
Stock; and (x) the Reporting Persons, collectively, beneficially owns 785,714
shares of Common Stock, or 6.07% of the issued and outstanding shares of Common
Stock.
(b) (i) Each of OHSF, and OSHF GenPar and OHSF MGP, in their
capacities as general partners of OSHF and OHSF GenPar, respectively, may be
deemed to have the sole power to direct the voting and disposition of the
330,000 shares of Common Stock beneficially owned by OHSF; (ii) each of OHSF II,
and OHSF GenPar II and OHSF MGP II, in their capacities as general partners of
OHSF II and OHSF GenPar II, respectively, may be deemed to have the sole power
to direct the voting and disposition of the 330,000 shares of Common Stock
beneficially owned by OHSF II; (iii) OHAM, in its capacity as investment
advisor, may be deemed to have the sole power to direct the voting and
disposition of the 85,238 shares of Common Stock beneficially owned by its two
investment advisee clients; (iv) each of OHA, in its capacity as investment
advisor, and OHA MGP, in its capacity as general partner of OHA, may be deemed
to have the sole power to direct the voting and disposition of the 40,476 shares
of Common Stock beneficially owned by its one investment advisee client, (v) by
virtue of the relationship between Mr. August and each of OHSF, OHSF GenPar,
OHSF MGP, OHSF II, OHSF GenPar II, OHSF MGP II, OHAM, OHA and OHA MGP, Mr.
August may be deemed to have the sole power to direct the voting and disposition
of the 785,714 shares of Common Stock beneficially owned by such persons, and
(vi) the Reporting
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CUSIP No. 184496107 Page 17
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Persons, collectively, may be deemed to have the sole power to direct the voting
and disposition of the 785,714 shares of Common Stock beneficially owned by
them.
Each of the Reporting Persons disclaims beneficial ownership of the
Common Stock beneficially owned by the other Reporting Persons, other than the
shares of Common Stock reported in this Schedule 13D beneficially owned by such
Reporting Person.
(c) Except as set forth in this Schedule 13D, to the best of the
knowledge of each of the Reporting Persons, none of the persons named in
response to paragraph (a) has effected any transactions in the shares of Common
Stock or in securities convertible into, exercisable for or exchangeable for
shares of Common Stock, during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE COMPANY.
On September 10, 2002, the Reporting Persons acquired an aggregate of
8,250 shares of Series C Preferred Stock. The Series C Preferred Stock ranks,
with respect to distribution and liquidation, senior to all classes of common
stock of the Company. Dividends accrue daily at a rate of 6% per annum on the
stated value of each share of Series C Preferred Stock from the issuance date
and are payable quarterly in arrears in kind, or, with respect to the dividends
payable on or prior to the first anniversary of the issuance date, in cash at
the option of the Company. Certain shares of Series C Preferred Stock issued as
a result of dividend accretion will only become convertible into Common Stock
upon approval by a majority of the Company's stockholders present at a meeting
convened to vote on the transactions. Subject to such limitation, each share of
Series C Preferred Stock is convertible at any time, at the option of its
holder, into Common Stock for a number of shares determined by dividing the
stated value of such share (including accrued and unpaid dividends thereon) by
$10.50 (subject to customary adjustments). The Series C Preferred Stock will be
mandatorily redeemed by the Company on the seventh anniversary of their issuance
date. Holders of shares of Series C Preferred Stock have veto rights with
respect to certain corporate actions.
In addition to the purchase of Series C Preferred Stock described in
this Schedule 13D, the following occurred on September 10, 2002:
o OHSF, OHSF II, OHAM (acting on behalf of two advisee
clients) and OHA (acting on behalf of one advisee client)
provided an aggregate of $36,550,000 in term loans to the
Company, pursuant to the terms of a Financing Agreement dated
as of September 6, 2002, the proceeds from such loans were to
be used mainly to finance the acquisition of certain assets
and refinance existing indebtedness;
o the Company agreed, among other things, to (i) use its best
efforts to solicit proxies from the shareholders of the
Company to vote in favor of the approval of the issuance of
shares of Common Stock in connection with the transactions
contemplated by the Securities Purchase Agreement
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CUSIP No. 184496107 Page 18
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in an aggregate amount greater than 19.99% of the number of
shares of Common Stock outstanding prior to the consummation
of the transactions contemplated by the Securities Purchase
Agreement and (ii) cause the board of directors of the Company
to recommend to the stockholders that they approve such
proposal, as more particularly set forth in the Securities
Purchase Agreement attached as EXHIBIT 1 hereto;
o the Company, the Purchasers and the other parties thereto
entered into an Investors Rights Agreement (the "Investors
Rights Agreement") pursuant to which, among other things, (i)
the Company agreed to register the shares of Common Stock
issuable upon conversion of the shares of Series C Preferred
Stock for resale by the filing of a registration statement
with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, as well as perform various
other obligations and agreements related to such registration
and (ii) the Purchasers were granted co-sale rights with
respect to certain sales of shares of Common Stock by one or
more shareholders of the Company, as more particularly set
forth and described in the Investors Rights Agreement attached
as EXHIBIT 2 hereto;
o the Purchasers and certain shareholders of the Company entered
into a Voting Agreement (the "Voting Agreement") pursuant to
which, among other things, certain shareholders of the Company
(i) agreed to vote in favor of certain matters brought to a
vote of the shareholders of the Company with respect to the
transactions contemplated by the Securities Purchase
Agreement, (ii) granted a proxy to certain persons to vote
their shares of Common Stock with respect to certain matters
involving the Company and (iii) agreed to refrain from
transferring their shares of Common Stock unless certain
conditions are satisfied, as more particularly set forth and
described in the Voting Agreement attached as EXHIBIT 3
hereto; and
o Cerberus Capital Management, L.P., acting on behalf
of Cerberus CH LLC, and OHA entered into a Letter Agreement
pursuant to which, among other things, they committed to
preserve certain specified rights of the holders of the shares
of Series C Preferred Stock with respect to the Company, as
more particularly set forth and described in the Letter
Agreement attached as EXHIBIT 4 hereto.
So long as Oak Hill Advisors, Inc., its affiliates and advisee clients
own not less than 2,500 shares of Series C Preferred Stock, Oak Hill Advisors,
Inc. shall be entitled to appoint one designee who shall be entitled to observe
the meetings of the board of directors in a non-voting capacity.
The descriptions of the transactions and agreements set forth in this
Schedule 13D are qualified in their entirety by reference to the complete
agreements governing such matters, each of which are attached to this Schedule
13D as exhibits pursuant to Item 7 hereof.
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CUSIP No. 184496107 Page 19
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Except as otherwise described herein, no contracts, arrangements,
understandings or similar relationships exist with respect to the securities of
the Company between any of the Reporting Persons and any person or entity.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT DESCRIPTION
------- -----------
1 Securities Purchase Agreement among the Purchasers
and the Company, dated as of September 6, 2002
(Incorporated by reference to Exhibit 1 of
Schedule 13D filed by Stephen Feinberg on
September 17, 2002).
2 Investors Rights Agreement, dated as of September
6, 2002, by and among the Company and certain
other parties identified therein (Incorporated by
reference to Exhibit 2 of Schedule 13D filed by
Stephen Feinberg on September 17, 2002).
3 Voting Agreement, dated as of September 6, 2002,
by and among the Company, and certain other
parties identified therein (Incorporated by
reference to Exhibit 3 of Schedule 13D filed by
Stephen Feinberg on September 17, 2002).
4 Letter Agreement, dated September 6, 2002, by and
between Cerberus Capital Management, L.P., on
behalf of Cerberus CH LLC, and Oak Hill Advisors,
Inc. (Incorporated by reference to Exhibit 4 of
Schedule 13D filed by Stephen Feinberg on
September 17, 2002).
5 Joint Filing Agreement, dated September 20, 2002,
among Oak Hill Securities Fund, L.P., Oak Hill
Securities GenPar, L.P., Oak Hill Securities MGP,
Inc., Oak Hill Securities Fund II, L.P., Oak Hill
Securities GenPar II, L.P., Oak Hill Securities
MGP II, Inc., Oak Hill Asset Management, Inc., Oak
Hill Advisors, L.P., Oak Hill Advisors MGP, Inc.
and Glenn R. August.
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CUSIP No. 184496107 Page 20
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After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
DATED: September 20, 2002
OAK HILL SECURITIES FUND, L.P.
By: Oak Hill Securities GenPar, L.P.,
its general partner
By: Oak Hill Securities MGP, Inc.,
its general partner
By: /s/ Glenn R. August
------------------------------------
Name: Glenn R. August
Title: President
OAK HILL SECURITIES GENPAR, L.P.
By: Oak Hill Securities MGP, Inc.,
its general partner
By: /s/ Glenn R. August
------------------------------------
Name: Glenn R. August
Title: President
OAK HILL SECURITIES MGP, INC.
By: /s/ Glenn R. August
------------------------------------
Name: Glenn R. August
Title: President
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CUSIP No. 184496107 Page 21
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OAK HILL SECURITIES FUND II, L.P.
By: Oak Hill Securities GenPar II, L.P.,
its general partner
By: Oak Hill Securities MGP II, Inc.,
its general partner
By: /s/ Glenn R. August
------------------------------------
Name: Glenn R. August
Title: President
OAK HILL SECURITIES GENPAR II, L.P.
By: Oak Hill Securities MGP II, Inc.,
its general partner
By: /s/ Glenn R. August
------------------------------------
Name: Glenn R. August
Title: President
OAK HILL SECURITIES MGP II, INC.
By: /s/ Glenn R. August
------------------------------------
Name: Glenn R. August
Title: President
OAK HILL ASSET MANAGEMENT, INC.
By: /s/ Glenn R. August
------------------------------------
Name: Glenn R. August
Title: President
OAK HILL ADVISORS, L.P.
By: Oak Hill Advisors MGP, Inc.,
its general partner
By: /s/ Glenn R. August
------------------------------------
Name: Glenn R. August
Title: President
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CUSIP No. 184496107 Page 22
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OAK HILL ADVISORS MGP, INC.
By: /s/ Glenn R. August
------------------------------------
Name: Glenn R. August
Title: President
/s/ Glenn r. August
----------------------------------------
Glenn R. August