View:
July 25, 2005
By facsimile to (617) 523-6215 and U.S. Mail
Mr. Alan S. McKim
Chairman, President, and Chief Executive Officer
Clean Harbors, Inc.
1501 Washington Street
Braintree, MA 02184-7535
Re: Clean Harbors, Inc. and Registrant Guarantors
Registration Statement on Form S-4
Filed June 28, 2005
File No. 333-126193
Clean Harbors, Inc.
Annual Report on Form 10-K for the fiscal year ended December 31,
2004 and Subsequent Exchange Act Reports
File No. 0-16379
Dear Mr. McKim:
We reviewed the filings and have the comments below.
Where indicated, we think that you should revise the
documents
in response to the comments. If you disagree, we will consider
your
explanation why a comment is inapplicable or a revision is
unnecessary. Be as detailed as necessary in your explanation. To
understand better your disclosure, we may ask you in some comments
to
provide us supplemental information. We may raise additional
comments after reviewing this information.
Our review`s purpose is to assist you in your compliance with
applicable disclosure requirements and to enhance the overall
disclosure in your documents. We look forward to working with you
to
achieve these objectives. We welcome any questions that you may
have
about comments or any other aspect of our review. You may call us
at
the telephone numbers listed at the end of this letter.
1. Please tell us your intentions for the preliminary proxy
statement
that was last revised on January 16, 2003. If you intend to
withdraw
the proxy statement, file separate correspondence on the EDGAR
system
to that effect.
2. If applicable, comments on the S-4 are comments on the 10-K and
subsequent Exchange Act reports and vice versa. As applicable,
address comments below in future filings under the Exchange Act.
3. We note that you are registering the new notes in reliance on
our
position enunciated in Exxon Capital Holdings Corporation
(available
April 13, 1989), Morgan Stanley & Co. Incorporated (available June
5,
1991), and Shearman and Sterling (available July 2, 1993).
Provide a
supplemental letter on the letterhead of Clean Harbors, Inc. or
Clean
Harbors signed by an officer before the S-4`s effectiveness:
* stating that you are registering the exchange offer in reliance
on
our position in those letters, and
* including the statements and representations substantially in
the
form presented in the Morgan Stanley & Co. Incorporated and
Shearman
and Sterling letters.
4. We note that you intend to file by amendment the legality
opinion.
Allow us sufficient time to review the opinion before requesting
acceleration of the registration statement`s effectiveness.
5. On page 1 and throughout the document where you discuss EBITDA,
discuss also your net income (loss) as calculated and presented
according to GAAP. See Item 10(e)(1)(i)(A) of Regulation S-K.
6. We note that you refer to third parties throughout the filing,
including the financial statements` notes. For example, refer to
"independent appraisal firm" on page 35, "Tillinghast Towers
Perrin"
on page 74, and "legal counsel" on pages 104 and 109. If you
refer
to third parties, you need to identify them and obtain their
consent.
Otherwise, you should delete all references to third parties. See
Rule 436 of Regulation C under the Securities Act.
7. Explain the meaning of any abbreviation or acronym when
introduced
in the registration statement. For example, refer to "PRPs" in
the
first full paragraph on page 60.
Prospectus` Outside Front Cover Page
8. Identify the guarantees as securities that you are offering
with
the notes by way of this prospectus.
9. Refer to the fourth bullet point. Confirm for us that the
offer
will be open for a full 20 business days. At present, it appears
that the offer could be open for less than the required 20
business
days because the offer expires at 5:00 P.M. instead on midnight on
what may ultimately be the twentieth business day after it begins.
See Rule 14d-1(g)(3) under the Exchange Act and Q&A 8 in Release
No.
34-16623, March 5, 1980. We note the disclosure in the second
bullet
point on page 117.
10. Delete the word "generally" in the fifth bullet point because
the
word "generally" may imply that investors cannot rely on the
disclosure. Also delete the word "generally" under "Tax
Consequences" on page 9 and under "Sale or Exchange of Notes" on
page
176 and the language "for general information" in the bold type
paragraph on page 178 for the same reason.
11. Remove any information not required by Item 501 of Regulation
S-K
and not key to an investment decision.
12. Except for footnotes, the typeface should be uniform
throughout
the document. Currently, the type on the prospectus` outside
front
cover page appears too small. Please revise.
13. Move all information except that required by Item 2 of Form S-
4
after "Table of Contents" on pages ii-iv so that it follows the
summary and risk factors sections. See Item 502 and 503(c) of
Regulation S-K.
Available Information, page ii
14. It appears that you are providing disclosure under Item 10 of
Form S-4. If so, please revise to include all documents required
to
be incorporated by Item 11 of Form S-4.
Industry and Market Data, page iv
15. Amend this paragraph`s language to remove the implication that
you are disclaiming responsibility for information that you have
chosen to include in the prospectus.
Prospectus Summary, page 1
16. The summary is much too detailed and includes information
about
Clean Harbors and its business that is repeated essentially word
for
word on pages 75-80. We note particularly the subsections on
Clean
Harbors` competitive strengths and business strategy. The
emphasis
on those features or aspects without a discussion of corresponding
risks also leaves the summary somewhat unbalanced. Revise so that
the summary highlights in a brief overview the key aspects or
features of Clean Harbors and its business, eliminating the two
subsections mentioned. See Item 503(a) of Regulation S-K.
17. Ensure that the information that you retain in the summary is
balanced. For example, you disclose revenue and EBITDA for the 12
month period ended March 31, 2005, but you do not disclose that
earnings were insufficient to cover fixed charges during the years
ended December 31, 2003 and 2002. Further, disclosure in footnote
(8) on page 15 states that "Previous definitions of EBITDA were
based
on financial arrangements then in place and varied somewhat from
the
current definition of EBITDA."
18. Identify the notes` initial purchasers under "Background" on
page
6.
19. Provide the book value of the collateral as of the date of the
most recent balance sheet included in the prospectus. Also
disclose
the maximum amount of first-lien obligations that you are
permitted
to incur.
20. We assume that the reference to "this offering circular" under
"Optional Redemption" on page 11 is inadvertent. Please revise.
21. Revise "Change of Control" on page 11 to disclose that if
there
is a change of control, Clean Harbors may have insufficient
financial
resources or may be unable to arrange financing to repurchase the
notes.
Risk Factors, page 18
22. Many risk factors` captions or headings state merely a fact or
describe an event that may occur in the future or are too vague to
describe adequately the risk that follows. For example, refer to
the
first, second, fourth, fifth, seventh, eighth, ninth, tenth,
eleventh, twelfth, thirteenth, fourteenth, fifteenth, sixteenth,
seventeenth, eighteenth, nineteenth, twentieth, twenty-first, and
twenty-second risk factors. State succinctly the risk that
follows
from the fact or uncertainty.
23. Avoid generic conclusions in the risk factors` captions or
headings and in the risk factors` discussions such as Clean
Harbors`
results of operations, business, and financial condition would or
could be materially and adversely affected or would or could be
harmed. For example, refer to the third and nineteenth risk
factors.
Rather, explain specifically what the risk`s consequences or
effects
are for Clean Harbors and its investors.
24. Some risk factors include language like "we cannot assure, "we
can not assure," "we cannot guarantee," "there can be no
assurance,"
and "we cannot provide assurance." For example, refer to the
second,
third, fifth, sixth, ninth, tenth, fourteenth, and nineteenth risk
factors. Since the risk is the situation described and not your
inability to assure or guarantee, revise.
25. In the fifth risk factor, quantify your debt service
obligations.
Selected Historical Consolidated Financial Data, page 28
26. Since you have adjusted EBITDA for charges other than
interest,
taxes, depreciation, and amortization expenses you should revise
your
title to reflect that fact. Refer to Question 14 in the June 13,
2003 FAQ on Non-GAAP Financial Measures.
27. Since the EBITDA amounts presented on page 16 for the years
ended
December 31, 2002 and December 31, 2003 do not agree to the
amounts
presented in note 23 to the financial statements, it appears that
you
are disclosing two different amounts of EBITDA. Explain why you
have
two different amounts and why you believe that both are useful to
investors. Also revise the titles so that you are not using the
same
title for both amounts.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations
Critical Accounting Policies and Estimates, page 36
28. Expand your discussion of critical accounting policies to
address
these items:
* Indicate whether you have discussed your critical accounting
estimates with your audit committee.
* Provide a quantitative discussion of changes in your overall
financial performance if you were to assume that the accounting
estimates were changed by using reasonably possible near term
changes
in the most material assumptions underlying the accounting
estimates
or by using the reasonably possible range of the accounting
estimates. For example, we would expect to see a detailed
discussion
of the significant assumptions used in arriving at your closure
and
post-closure obligations. This discussion should include the
inflation and discount rates used and the impact on your financial
results if you assumed changes in these assumptions.
* Provide a quantitative and qualitative discussion of any
material
changes made to the accounting estimates in the past three years,
the
reasons for the changes, and the effect on your overall financial
performance.
See Release Nos. 33-8040, 33-8098, and 33-8350.
Results of Operations, page 39
29. Enhance your MD&A disclosures by including these items:
* Quantify the impact of each factor when multiple factors
contribute
to material fluctuations in a line item. For material
fluctuations
in net sales, discuss the extent to which the fluctuation is due
to
pricing, volumes sold, or the introduction of new products.
* Discuss the nature of the items included in corporate revenues
and
cost of revenues. Also discuss and quantify the reasons for the
fluctuations in corporate items.
See Item 303(a) of Regulation S-K.
Environmental Liabilities, page 50
30. You state that landfill assets are amortized and closure and
post-closure costs are accrued as airspace is consumed. Disclose
the
rates that you used for the amortization of landfill costs and the
accrual of closure and post-closure costs during each period
presented. If applicable, discuss the reasons for material
fluctuations.
31. Provide a rollforward of landfill assets for each period
presented.
32. Since the 7.8 million cubic yards of unpermitted airspace
included in probable airspace did not meet your established
criteria
for determining if unpermitted airspace should be included in
probable airspace, disclose the impact of including this airspace
on
your income from operations for each period presented. Also
disclose
the reasons for not having submitted the permit application and
when
you intend to submit the permit application.
33. Since the changes in estimates resulted in a reduction of
closure
and post-closure liabilities of approximately 12% during the year
ended December 31, 2004 and 19% during the year ended December 31,
2003, disclose the facts and circumstances that led to these
changes
in your estimates. Also disclose how the "other changes in
estimates" are reflected in your financial statements.
Changes in Internal Control over Financial Reporting, page 73
34. You state that "except as otherwise discussed elsewhere in
this
prospectus, there have not been any changes in the Company`s
internal
control over financial reporting." Remove this wording, and
disclose
in this section all changes in your internal control over
financial
reporting that occurred during your last fiscal quarter that has
materially affected or is reasonably likely to materially affect
your
internal control over financial reporting. See Item 308(c) of
Regulation S-K.
Business, page 76
35. State the duration of Clean Harbors` three patents under
"Intellectual Property" on page 90. See Item 101(c)(1)(iv) of
Regulation S-K.
36. State in the first full paragraph on page 106 the amount of
reserves that Clean Harbors has established to cover its estimated
legal costs for the lawsuit against Clean Harbors Plaquemine, LLC.
Specify the known or estimated amount of civil penalties that the
plaintiffs are seeking in the lawsuit.
37. If true, indicate in the second full paragraph on page 109
that
the Norfolk Superior Court and the Suffolk Superior Court are
located
in the state of Massachusetts.
The Exchange Offer, page 116
38. Revise the language "as soon as practicable" so that it reads
"promptly" in the first and eighth paragraphs under "Terms of the
Exchange" on pages 118-119. Similarly, revise the third paragraph
under "Expiration Date; Extensions; Amendments" on page 120, the
ninth paragraph under "Procedures for Tendering" on page 122, the
third paragraph under "Withdrawal of Tenders" on page 125, and the
second paragraph on page 10 of exhibit 99.1. See Rule 14e-1(c)
under
the Exchange Act.
Expiration Date; Extensions; Amendments, page 120
39. You state in the first bullet point that you reserve the right
to
delay accepting any old notes. Clarify in what circumstances you
will delay acceptance. For example, if you are referring to the
right to delay acceptance only due to an extension of the exchange
offer, so state. Confirm for us that any delay will be consistent
with Rule 14e-1(c) under the Exchange Act.
40. You state in the second bullet point and in the first full
paragraph on page 2 of exhibit 99.1 that you reserve the right to
extend the exchange offer. Advise us how oral notice of any
extension is reasonably calculated to reach registered holders of
the
outstanding notes or otherwise satisfies the requirements of Rule
14e-1(d) under the Exchange Act.
41. Clarify that you will make a public announcement of any
extension
of the exchange offer no later than 9:00 A.M. Eastern time on the
next business day after the scheduled expiration date as required
by
Rule 14e-d(1) under the Exchange Act. Confirm that you will
disclose
the approximate number of notes tendered to date with your public
announcement of an extension as required by Rule 14e-1(d) under
the
Exchange Act.
42. You state in the third bullet point that you reserve the right
to
terminate the exchange offer if in your "sole judgment" a
condition
is not satisfied. We do not object to the imposition of
conditions
in a tender offer, provided that they are not within the direct or
indirect control of the offeror and are specific and capable of
objective verification when satisfied. Thus, we suggest that you
revise the bullet point to clarify that Clean Harbor will make its
determination in its "reasonable discretion" or "reasonable
judgment." Similarly, revise the last bullet point under
"Conditions
to the Exchange Offer" on page 120 and the second paragraph on
page
121.
43. We note the disclosure in the fourth bullet point that you
reserve the right to amend the exchange offer`s terms. Revise to
indicate that if there is a material change in the offer,
including
the waiver of a material condition, you will extend the offering
period if necessary so that at least five business days remain in
the
offer following notice of the material change.
Conditions to the Exchange Offer, page 120
44. We note the disclosure in the first bullet point that Clean
Harbors has reserved the right not to accept notes for exchange if
it
determines that the offer would violate applicable law or our
interpretations. Revise to indicate that all conditions to the
offer
other than those subject to governmental approval must be
satisfied
or waived before the exchange offer`s expiration, not merely
before
acceptance of the outstanding notes for exchange.
45. You state in the first paragraph on page 121 that you may
assert
or waive the conditions "at any time" and "at any time and from
time
to time." We believe that this statement may suggest conditions
to
the exchange offer may be waived or asserted after the exchange
offer`s expiration. Revise the disclosure to make clear that all
conditions to the exchange offer other than those dependent upon
receipt of necessary governmental approvals must be satisfied or
waived before the exchange offer`s expiration. Similarly, revise
the
fifth full paragraph on page 122 and the first full paragraph on
page
2 of exhibit 99.1.
46. You state in the first paragraph on page 121 that "A failure
on
our part to exercise any of the above rights shall not constitute
a
waiver of that right." You may not waive implicitly an offer
condition by failing to assert it. If you decide to waive a
condition, you must announce expressly the decision in a manner
reasonably calculated to inform noteholders of the waiver. Please
revise.
Description of the New Notes, page 126
47. Revise language in this section`s third paragraph`s second
sentence on page 127 that can be read to imply that investors do
not
have rights under the United States federal securities laws about
the
notes` description in the prospectus.
No Personal Liability of Directors, Officers, Employees, Members
and
Stockholders, page 149
48. Revise to clarify that any agreement to waive the requirements
of
the United States federal securities laws is void under section 14
of
the Securities Act.
Certain Definitions, page 154
49. This subsection defines some terms whose meanings are readily
understood or are apparent from the context. Review this
subsection
and eliminate unnecessarily defined terms. Examples include terms
like "Bankruptcy Law," " Board of Directors," "Commission,"
"Exchange
Act," "GAAP," and "Person."
Certain United States Federal Income Tax Considerations, page 175
50. Revise to refer to "material" rather than "certain" or
"certain
material" United States federal income tax consequences in this
section`s caption or heading and this section`s first sentence.
51. Under "The Exchange Offer" on page 176, explain why you are
unable to provide "will not" and "will have" conclusions rather
than
"should not" and "should have" conclusions on the United States
federal income tax consequences of the exchange offer. Disclose
any
resulting risks to noteholders.
52. Delete the statement that the discussion is for general
information only. This language may suggest that you do not have
full responsibility under the federal securities laws for this
discussion.
Legal Matters, page 179
53. Clarify that counsel will opine on the enforceability of the
obligations of Clean Harbors and the guarantors under the notes.
Consolidated Balance Sheets, page F-4
54. Disclose separately balances billed to customers under
retainage
provisions. Also state the amounts that are expected to be
collected
after one year, and, if practical, when the amounts of retainage
are
expected to be collected by year. See Rule 5-02(3)(c) of
Regulation
S-X.
Consolidated Statements of Operations, page F-6
55. Revise your description of the cost of revenues line item to
clarify, if appropriate, that it is exclusive of depreciation
expense. See SAB Topic 11:B.
Note 4. Significant Accounting Policies, page F-14
56. You state on page 45 that depreciation and amortization
expense
of $24.1 million for 2004 decreased from $26.5 million for 2003
due
to changes in estimates in landfill lives and changes in estimates
in
useful lives of certain assets. Provide the disclosures required
by
paragraph 33 of APB 30.
(b) Revenue Recognition, page F-15
57. You state on page 1 in the description of your services that
your
technical services involve the transport, treatment, and disposal
of
hazardous waste. Disclose how you recognize revenue related to
each
of these services and how your revenue recognition policy conforms
to
SAB Topic 13:A.
58. Tell us more about your sales contracts with your customers,
including whether they are generally for multiple services. Tell
us
what considerations you have given to EITF 00-21 in recognizing
revenue.
59. You state that you recognize revenue when waste is shipped to
a
third party for processing and disposal. Tell us how this policy
complies with SAB Topic 13:A. Demonstrate specifically how you
have
substantially accomplished the services that you are obligated to
perform under the terms of your customer arrangements.
60. You state that revenues from waste that is not yet completely
processed and the related costs are deferred until the services
are
completed. You state also that revenues from cost plus, fixed
fee,
and fixed unit price contracts relating to site services,
CleanPack
services, and transportation services are recorded as costs are
incurred or units are completed and include estimated fees earned
according to the terms of the contracts. Disclose the accounting
literature that you are using in accounting for these types of
revenues. Also tell us how you determined that it was appropriate
for you to use this literature.
(j) Property, Plant, and Equipment, page F-16
61. Break out the vehicles and equipment line item into smaller
and
more meaningful components. Disclose separately the range of
useful
lives for each new category presented. For categories that still
have very broad useful lives, you should discuss separately the
types
of assets that fall in each part of the range.
(m) Closure and Post-closure Liabilities, page F-17
62. You state that the reductions in some asset retirement
obligations were partly offset by new closure and post-closure
obligations recorded for operating non-landfill facilities.
Provide
a general description of these new obligations for non-landfill
facilities, including when these obligations arose, how you
previously accounted for them, and how you arrive at the estimated
amounts to record.
63. Disclose how you were previously accounting for financial
assurance costs. Refer to the accounting literature that you
used.
Clarify how SFAS 143 impacted your accounting of these costs.
64. Disclose what benchmark(s) you use to arrive at the estimated
rates of inflation. Tell us the benchmark rate(s) for each
period,
and explain the reasons for any differences between the benchmark
rate(s) and the inflation rates that you used.
65. Disclose how you arrive at the credit-adjusted, risk-free
interest rate for each period presented. Discuss the assumptions
used in arriving at this rate.
Note 11. Legal Proceedings
General Environmental Matters, page F-34
66. Similar to the disclosures provided for remedial liabilities
in
note 13, clarify whether you have concluded that additional losses
in
excess of amounts accrued for environmental matters are reasonably
possible. If so, give an estimate of the possible loss or range
of
loss or state that such an estimate cannot be made. Provide a
rollforward of the accruals recorded for general environmental
matters for each period presented. For any individually material
sites, provide the amount accrued and the reasonably possible
additional losses. See SAB Topic 5:Y and SFAS 5.
67. For the matters in which you are not in complete agreement at
this time on the scope of your indemnity obligations, clarify how
you
considered the lack of agreement in arriving at the amounts
accrued.
Disclose the estimated amount of liabilities that have not been
recorded related to these indemnity obligations.
Note 15. Commitments and Contingencies
Leases, page F-54
68. Explain to us the reasons for the difference between the rent
expense incurred over the last year and the annual minimum lease
payments due over the next five years. For example, your rent
expense was $32,300,000 in 2004 compared to non-cancellable lease
amounts of $9,104,000 due in 2005. In your explanation, address
any
contingent rental amounts, cancelable leases, and leases with
durations of less than one year incurred during the 2004 fiscal
year.
Also disclose how you account for (a) step rent provisions and
escalation clauses and (b) capital improvement funding and other
lease concessions that may be present in your leases. If, as we
assume, they are taken into account in computing your minimum
lease
payments and the minimum lease payments are recognized on a
straight
line basis over the minimum lease term, the note should so state.
If
our assumption is incorrect, tell us how your accounting complies
with SFAS 13 and FTB 88-1.
Note 18. Redeemable Series C Preferred Stock, page F-60
69. Tell us more about your accounting of the redeemable series C
preferred stock. Address specifically these items with reference
to
the appropriate accounting literature:
* Tell us how you determined it was originally appropriate to
record
the series C preferred stock into two components.
* Tell us how you determined the appropriate amortization period
for
the preferred stock discount and the issuance costs of the
redeemable
preferred stock and how you determined that it was appropriate to
accrete these amounts to additional paid-in-capital.
* Tell us the specific factors that led to the change in value of
the
embedded derivative from December 31, 2003 to March 31, 2004 and
from
March 31, 2004 to June 30, 2004. Your explanation should refer to
any relevant assumptions used in the Black-Scholes model.
* Provide a detailed explanation of your accounting of the
redemption
of the series C preferred stock. Your explanation should discuss
your accounting for the settlement of the embedded derivative and
the
valuation and accounting of the warrants issued.
Note 23. Segment Reporting, page F-69
70. Disclose total assets for each reportable segment, and provide
a
reconciliation of the total reportable segments` assets to your
consolidated assets as of each balance sheet date presented.
Refer
to paragraphs 27-32 of SFAS 131.
71. Disclose the types of amounts included in corporate revenues,
cost of revenues, and selling, general and administrative expenses
for each period presented. Also disclose why these amounts were
not
allocated to the other reportable segments. If any amounts are
the
elimination or reversal of transactions between reportable
segments,
present them separately. Also disclose what identifiable assets
are
included in the corporate assets amount as of each balance sheet
date. See paragraphs 31 and 32 of SFAS 131.
Note 24. Quarterly Data (Unaudited), page F-72
72. Disclose the reasons for the loss from operations in the first
quarter of 2003, the low profitability in the second quarter of
2003,
and the net loss losses during these periods. See Item 302(a)(3)
of
Regulation S-K.
Schedule II. Valuation and Qualifying Accounts, page F-81
73. Since the revenue allowance is a critical accounting estimate,
disclose changes in the revenue allowance in schedule II.
Alternatively, tell us where these disclosures have been provided.
See Rule 5-04 of Regulation S-X.
Unaudited Consolidated Financial Statements at March 31, 2005
74. As applicable, address the accounting comments above in your
interim financial statements.
Exhibits
75. Include an exhibit index immediately before the exhibits.
Exhibit 23.1
76. The independent public accounting firm must consent also to
being
named in the registration statement. See Rule 436 of Regulation C
under the Securities Act, and revise.
Signatures
77. Clean Harbors Deer Park, L.P. as a registrant guarantor also
must
sign the registration statement. Further, the registration
statement
must be signed by a majority of the board of directors of any
corporate general partner signing the registration statement. See
instruction 1 for signatures on Form S-4, and revise.
Closing
File an amendment to the S-4 in response to the comments. To
expedite our review, Clean Harbors may wish to provide us three
marked courtesy copies of the amendment. Include with the filing
any
supplemental information requested and a cover letter tagged as
correspondence that keys the responses to the comments. If Clean
Harbors thinks that compliance with any of the comments is
inappropriate, provide the basis in the letter. We may have
additional comments after review of the amendment, the responses
to
the comments, and any supplemental information.
We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the registration statement reviewed by us to
ensure
that they have provided all information investors require for an
informed decision. Since Clean Harbors and its management are in
possession of all facts relating to the disclosure in the
registration statement, they are responsible for the adequacy and
accuracy of the disclosures that they have made.
If Clean Harbors requests acceleration of the registration
statement`s effectiveness, Clean Harbors should furnish a letter
at
the time of the request, acknowledging that:
* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.
* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve Clean Harbors from its full responsibility for the
adequacy
and accuracy of the disclosure in the registration statement.
* Clean Harbors may not assert our comments and the declaration of
the registration statement`s effectiveness as a defense in any
proceedings initiated by the Commission or any person under the
United States` federal securities laws.
The Commission`s Division of Enforcement has access to all
information that Clean Harbors provides us in our review of the
registration statement or in response to our comments on the
registration statement.
We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.
You may direct questions on accounting comments to Gustavo A.
Rodriguez, Staff Accountant, at (202) 551-3752 or Nudrat S. Salik,
Senior Staff Accountant, at (202) 551-3692.
You may direct questions on other comments and disclosure issues
to
Edward M. Kelly, Senior Counsel, at (202) 551-3728 or Christopher
B.
Edwards, Special Counsel, at (202) 551-3742.
Very truly yours,
Pamela A. Long
Assistant Director
cc: C. Michael Malm, Esq.
Davis, Malm & D`Agostine, P.C.
1 Boston Place
Boston, MA 02108
Mr. Alan S. McKim
July 25, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE