UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Safety-Kleen Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
786484105
(CUSIP Number)
December 31, 1999
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 in 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).
<PAGE>
CUSIP No. 786484105 Schedule 13G Page 2 of 8 Pages
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Halcyon/Alan B. Slifka Management Company LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
(a) [ ] (b) [ ]
3
SEC USE ONLY:
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5 SOLE VOTING POWER: 0
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 0
8 SHARED DISPOSITIVE POWER 0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
0
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS): [ ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
0
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IA
<PAGE>
CUSIP No. 786484105 Schedule 13G Page 3 of 8 Pages
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Alan B. Slikfa, Limited
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
(a) [ ] (b) [ ]
3
SEC USE ONLY:
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5 SOLE VOTING POWER 0
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 0
8 SHARED DISPOSITIVE POWER 0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
0
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS): [ ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
0
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
HC
<PAGE>
CUSIP No. 786484105 Schedule 13G Page 4 of 8 Pages
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Alan B. Slifka
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
(a) [ ] (b) [ ]
3
SEC USE ONLY:
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5 SOLE VOTING POWER 0
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 0
8 SHARED DISPOSITIVE POWER 0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
0
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS): [ ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
0
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
<PAGE>
Item 1.
(a) Name of Issuer
Safety-Kleen Corporation
(b) Address of Issuer's Principal Executive Offices
1000 North Randall Road
Elgin, Illinois 60123-2318
Item 2.
(a) Name of Person Filing
Halcyon/Alan B. Slifka Management Company LLC
Alan B. Slifka and Company, Limited
Alan B. Slifka
(b) Address of Principal Business Office or, if none, Residence
477 Madison Avenue, 8th Floor, New York, New York
10022
(c) Citizenship
Each Filing Person's citizenship or place of
organization is set forth on the cover page
and incorporated herein by reference.
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
786484105
Item 3. If this statement is filed pursuant to sections 240.13d-
1(b) or 240.13d-2(b) or (c), check whether the person filing
is a:
(a) [ ] Broker of dealer registered under section
15 of the Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the
Act (15 U.S.C. 78c);
(c) [ ] Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C.78c);
(d) [ ] Investment company registered under
section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8);
(e) [x] An investment adviser in accordance with
section 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment
fund in accordance with section 240.13d-
1(b)(1)(ii)(F);
(g) [x] A parent holding company or control
person in accordance with section 240.13d-
1(b)(1)(ii)(G);
<PAGE>
(h) [ ] A savings association as defined in
section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the
definition of an investment company under
section 3(c)(14) of the Investment Company Act
of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with section 240.13d-
1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the
aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
(a) Amount beneficially owned
0
(b) Percent of class
0
(c) Number of shares as to which such person has:
0
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact
that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five
percent of the class or securities, check the
following[x].
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
See Exhibit A.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
<PAGE>
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of
business and were not acquired and are not held for the
purpose of or with the effect of changing or
influencing the control of the issuer of the securities
and were not acquired and are not held in connection
with or as a participant in any transaction having that
purpose or effect.
<PAGE>
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.
HALCYON/ALAN B. SLIFKA MANAGEMENT
COMPANY LLC
By:
/s/James H. Schropp
__________________________________
Name: James H. Schropp
Title: Attorney-in-Fact, duly
authorized under Power of
Attorney dated February 9,
1999, Filed January 6, 2000,
Abraxas Petroleum Corporation,
Form 13G
Dated: February 11, 2000
EXHIBIT A
Safety-Kleen Corporation 13G
Halcyon/Alan B. Slifka Management Company LLC ("Halcyon LLC") is
an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940.
Alan B. Slifka and Company, Limited ("ABS & Co. Ltd."), the
Managing Member of Halcyon LLC, has filed this Schedule 13G
pursuant to Rule 13d-1(b)(ii)(G).
Alan B. Slifka is the controlling stockholder of ABS & Co. Ltd.
Each of ABS & Co. Ltd. And Alan B. Slifka, by reason of their
respective relationships to Halcyon LLC, may be deemed to
beneficially own the shares beneficially owned by Halcyon LLC.
Halcyon LLC, ABS & Co. Ltd., and Alan B. Slifka have agreed to
file a joint statement on Schedule 13G reporting their beneficial
ownership of shares of Safety-Kleen Corporation.
HALCYON/ALAN B. SLIFKA MANAGEMENT
COMPANY LLC
By:
/s/ James H. Schropp
__________________________________
Name: James H. Schropp
Title: Attorney-in-Fact, duly
authorized under Power of
Attorney dated February 9,
1999, Filed January 6, 2000,
Abraxas Petroleum Corporation,
Form 13G
