- Statement of Ownership (SC 13G)
February 13 2009 - 2:48PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
|
Under
the Securities Exchange Act of 1934
(Amendment
No. __)*
|
|
|
Heritage-Crystal
Clean, Inc.
|
(Name
of Issuer)
|
|
Common
Stock, $0.01 par value
|
(Title
of Class of Securities)
|
|
42726M106
|
(CUSIP
Number)
|
|
December
31, 2008
|
(Date
of Event Which Requires Filing of this
Statement)
|
Check
the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|
¨
|
Rule
13d-1(b)
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¨
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Rule
13d-1(c)
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x
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Rule
13d-1(d)
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|
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*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 the 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).
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|
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Page 2 of 8
Pages
1
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NAME
OF REPORTING PERSON
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The
Heritage Group
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
|
SEC
USE ONLY
|
4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Indiana
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
|
3,389,958
|
6
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SHARED
VOTING POWER
|
0
|
7
|
SOLE
DISPOSITIVE POWER
|
3,389,958
|
8
|
SHARED
DISPOSITIVE POWER
|
0
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,389,958
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(See
Instructions)
|
¨
|
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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31.8%
|
12
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TYPE
OF REPORTING PERSON (See Instructions)
|
PN
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Page 3 of 8
Pages
1
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NAME
OF REPORTING PERSON
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Fred
M. Fehsenfeld, Jr.
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
|
United
States
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
|
1,000,188
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6
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SHARED
VOTING POWER
|
10,000(1)
|
7
|
SOLE
DISPOSITIVE POWER
|
1,000,188
|
8
|
SHARED
DISPOSITIVE POWER
|
10,000(1)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,010,188
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10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(See
Instructions)
|
¨
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.5%
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12
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TYPE
OF REPORTING PERSON (See Instructions)
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IN
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(1)
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|
These
shares of Common Stock are owned by the Reporting Person’s family
members. The Reporting Person disclaims beneficial ownership of
the shares of Common Stock owned by these family members except to the
extent of the Reporting Person’s pecuniary interest
therein.
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Page 4 of 8
Pages
Item
1.
|
|
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(a)
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Name
of Issuer: Heritage-Crystal Clean, Inc.
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(b)
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Address
of Issuer’s Principal Executive Offices:
2175
Point Boulevard, Suite 375, Elgin,
Illinois 60123
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Item
2.
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|
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(a)
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Name
of Persons Filing:
This
Schedule 13G is being jointly filed by the following persons (each a
“Reporting Person” and collectively, the “Reporting Persons”) pursuant to
Rule 13d-1(k)(1) promulgated by the Securities and Exchange Commission
pursuant to Section 13 of the Securities Exchange Act of 1934 (the
“Act”):
(1) The
Heritage Group
(2) Fred
M. Fehsenfeld, Jr.
A
Joint Filing Agreement has been executed by the Reporting Persons and is
included as Exhibit A to this Schedule 13G.
|
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(b)
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Address
of Principal Business Office or, if none, Residence:
The
principal business office for both Reporting Persons is 5400 West 86
th
Street, Indianapolis, Indiana 46268.
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(c)
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Citizenship:
(1) The
Heritage Group is an Indiana general partnership.
(2) Mr.
Fehsenfeld is a citizen of the United States.
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(d)
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Title
of Class of Securities: Common Stock, $0.01par value.
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(e)
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CUSIP
number: 42726M106.
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Item
3.
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If
this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
check whether the person filing is a:
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(a)
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¨
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Broker
or dealer registered under Section 15 of the Act (15 U.S.C.
78o).
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(b)
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¨
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Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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¨
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Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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¨
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Investment
company registered under Section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
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(e)
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¨
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An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E).
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(f)
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¨
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F).
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(g)
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¨
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A
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G).
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(h)
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¨
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813).
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¨
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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).
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Page 5 of 8
Pages
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(j)
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¨
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A
non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J).
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(k)
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¨
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Group,
in accordance with §240.13d-1(b)(1)(ii)(K).
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If
filing as a non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J), please specify the type of institution:
____________
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Not
applicable.
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Item
4.
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Ownership
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(a)
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Amount
beneficially owned:
(1) The
Heritage Group: 3,389,958
(2) Mr.
Fehsenfeld: 1,010,188
|
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(b)
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Percent
of class:
(1) The
Heritage Group: 31.8%*
(2) Mr.
Fehsenfeld: 9.5%*
*Percentage
ownership is based on 10,675,390 shares of Common Stock outstanding as of
September 30, 2008, as reported in the Issuer’s Form 10-Q for the quarter
ended September 6, 2008.
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(c)
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Number
of shares as to which the person has:
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|
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(1) The
Heritage Group
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|
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(i)
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Sole
power to vote or to direct the vote: 3,389,958
(FN1)
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|
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(ii)
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Shared
power to vote or to direct the vote: 0
|
|
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(iii)
|
Sole
power to dispose or to direct the disposition of: 3,389,958
(FN1)
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(iv)
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Shared
power to dispose or to direct the disposition of: 0
|
|
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FN1:
The
Heritage Group is a general partnership formed under the laws of the State
of Indiana. Thirty grantor trusts own all of the outstanding
general partner interests in the Reporting Person. Five
trustees, acting on behalf of each of these trusts, have the duty and have
been empowered to carry out the purposes of the general partnership
pursuant to the Articles of Partnership. The five trustees are
Fred M. Fehsenfeld, Jr., James C. Fehsenfeld, Nicholas J. Rutigliano,
William S. Fehsenfeld, and Amy M. Schumacher.
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(2) Mr.
Fehsenfeld
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(i)
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Sole
power to vote or to direct the vote: 1,000,188
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(ii)
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Shared
power to vote or to direct the vote: 10,000
(FN2)
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|
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(iii)
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Sole
power to dispose or to direct the disposition of:
1,000,188
|
|
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(iv)
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Shared
power to dispose or to direct the disposition of: 10,000
(FN2)
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FN2:
These
shares of Common Stock are owned by the Reporting Person’s family members
(specifically, his spouse and two children). The Reporting
Person disclaims beneficial ownership of the shares of Common Stock owned
by these family members except to the extent of the Reporting Person’s
pecuniary interest therein. In addition, as discussed in FN1
above, the Reporting Person serves as one of five trustees who together
are empowered to act on behalf of The Heritage Group. The
Reporting Person disclaims beneficial ownership of the shares of Common
Stock owned by The Heritage Group except to the extent of the Reporting
Person’s pecuniary interest
therein.
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Page 6 of 8
Pages
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Item
5.
|
Ownership
of Five Percent or Less of a Class
|
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Not
applicable.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person
|
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Please
refer to FN1 and FN2 in Item 4.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control Person
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Not
applicable.
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Item
8.
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Identification
and Classification of Members of the Group
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Not
applicable.
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Item
9.
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Notice
of Dissolution of Group
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Not
applicable.
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Item
10.
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Certifications
|
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Not
applicable.
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Page 7 of 8
Pages
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.
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The
Heritage Group
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By:
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/s/ John P. Vercruysse
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February
13, 2009
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John
P. Vercruysse, Controller
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Fred
M. Fehsenfeld, Jr.
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By:
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/s/ Fred M. Fehsenfeld, Jr.
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February
13, 2009
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|
Fred
M. Fehsenfeld, Jr.
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Page 8 of 8
Pages
EXHIBIT
A
JOINT
FILING AGREEMENT
Pursuant
to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of
the undersigned persons hereby agrees and consents to the filing of a single
Schedule 13G, and any and all future amendments thereto, with the Securities and
Exchange Commission on their behalf in connection with their beneficial
ownership of securities of Heritage-Crystal Clean, Inc.
This
Agreement may be executed in any number of counterparts each of which shall be
deemed an original and all of which together shall be deemed to constitute one
and the same Agreement.
IN
WITNESS WHEREOF, the undersigned persons hereby execute this Agreement on the
dates indicated below.
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The
Heritage Group
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By:
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/s/ John P. Vercruysse
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February
13, 2009
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John
P. Vercruysse, Controller
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Fred
M. Fehsenfeld, Jr.
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By:
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/s/ Fred M. Fehsenfeld, Jr.
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February
13, 2009
|
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Fred
M. Fehsenfeld,
Jr.
|
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