<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
AMERICAN ECOLOGY CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
AMERICAN ECOLOGY CORPORATION
5333 WESTHEIMER, SUITE 1000
HOUSTON, TEXAS 77056-5407
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 24, 1995
The Annual Meeting of Stockholders of American Ecology Corporation (the
"Company") will be held on May 24, 1995, at 9:00 a.m. central time at the Westin
Galleria, 5060 West Alabama, Houston, Texas.
The meeting is called for the following purposes:
1. To elect nine directors of the Board of Directors;
2. To ratify the appointment of Arthur Andersen LLP as the Company's
independent auditors for the year ending December 31, 1995; and
3. To consider and act upon such other business as may properly come
before the Annual Meeting or any one or more adjournments or postponements
thereof.
The attached Proxy Statement forms a part of this Notice and is
incorporated herein by reference. The Board of Directors has fixed the close of
business on March 31, 1995 as the record date for determining those stockholders
who will be entitled to vote at the Annual Meeting and any adjournments or
postponements thereof.
BY ORDER OF THE BOARD OF DIRECTORS
STEPHEN W. TRAVERS
Secretary
April 19, 1995
IF YOU ARE UNABLE TO BE PRESENT AT THE ANNUAL MEETING, YOU ARE REQUESTED TO
SIGN, DATE AND RETURN THE ENCLOSED PROXY SO THAT YOUR SHARES WILL BE
REPRESENTED.
<PAGE>
AMERICAN ECOLOGY CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 24, 1995
P R O X Y S T A T E M E N T
---------------------------------------------
This Proxy Statement relates to the Annual Meeting of Stockholders of
American Ecology Corporation, a Delaware corporation (the "Company"), to be held
on May 24, 1995, at 9:00 a.m., central time, at the Westin Galleria, 5060 West
Alabama, Houston, Texas, including any one or more adjournments or postponements
thereof (the "Meeting"). This Proxy Statement and the accompanying proxy card
are first being mailed to stockholders of the Company on or about April 19,
1995. They are furnished in connection with the solicitation by the Company of
proxies from the holders of the Company's common stock, par value $.01 par share
("Common Stock"), for use at the Meeting.
The principal solicitation of proxies is being made by mail; however,
additional solicitation may be made by telephone, telegraph or personal visits
by directors, officers and regular employees of the Company and its
subsidiaries, who will not be additionally compensated therefor. The Company
has retained the services of Chemical Bank to aid in the solicitation of
proxies; fees and expenses to be incurred by the Company in this connection are
estimated not to exceed $10,000. The Company will reimburse brokerage firms and
others for their reasonable expenses in forwarding soliciting material.
All shares represented by duly executed proxies in the accompanying form
received prior to the Meeting will be voted in the manner specified therein.
Any stockholder giving a proxy has the power to revoke it at any time before it
is voted by filing with the Secretary of the Company either an instrument
revoking the proxy or a duly executed proxy bearing a later date. Proxies may
also be revoked by any stockholder present at the Meeting who expresses a desire
to vote his shares in person. As to any matter for which no choice has been
specified in a duly executed proxy, the shares represented thereby will be voted
FOR the election as directors of the nominees listed herein, FOR the approval of
Arthur Andersen LLP as the Company's independent public accountants and in the
discretion of the persons named in the proxy in connection with any other
business that may properly come before the Meeting.
STOCKHOLDERS ARE URGED, WHETHER OR NOT THEY EXPECT TO ATTEND THE MEETING TO
COMPLETE, SIGN AND DATE THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE.
The Company's Annual Report to Stockholders for the fiscal year ended
December 31, 1994 has been or is being furnished with this Proxy Statement to
stockholders of record on March 31, 1995. The Annual Report to Stockholders
does not constitute a part of the proxy soliciting material.
1
<PAGE>
OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors of the Company has fixed March 31, 1995 as the
record date ("Record Date") for the determination of stockholders entitled to
notice of and to vote at the Meeting. On the Record Date there were 7,818,828
shares of Common Stock issued and outstanding and entitled to vote. The Company
has no other voting securities outstanding. Each stockholder of record is
entitled to one vote per share held on all matters submitted to a vote of
stockholders, except that in electing directors each stockholder is entitled to
cumulate his or her votes and give any one candidate an aggregate number of
votes equal to the number of directors to be elected multiplied by the number of
his or her shares or to distribute such aggregate number of votes among as many
candidates as he or she wishes. For a stockholder to exercise his or her
cumulative voting rights, the stockholder must give notice of his or her
intention to cumulate the stockholder's votes prior to the Meeting or at the
Meeting prior to the voting. If any stockholder has given such notice, all
stockholders may cumulate their votes. The holders of the proxies will have
authority to cumulate votes and allocate them in their discretion to one or more
of the nominees if such action will maximize the number of nominees who will be
elected. The holders of proxies do not, at this time, intend to cumulate the
votes they may hold pursuant to the proxies solicited herein unless a
stockholder indicates his intent to so cumulate votes at the Meeting, in which
instance such proxy holders intend to vote cumulatively all the proxies held by
them in favor of some or all of the nominees as set forth herein.
An affirmative vote of a majority of the shares present and voting at the
Meeting is required for approval of all items being submitted to the
stockholders for their consideration. Abstentions and broker non-votes are each
included in the determination of the number of shares present. Abstentions are
counted in tabulations of the votes cast on proposals presented to stockholders,
whereas broker non-votes are not counted for purposes of determining whether a
proposal has been approved.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
DIRECTORS. At the Annual Meeting of Stockholders, nine directors are to be
elected, each to hold office until the next Annual Meeting of Stockholders or
until the election and qualification of his successor. It is the intention of
the persons named in the proxy to vote the proxies which are not marked to the
contrary for the election as directors of the persons named below as nominees.
If any of such nominees refuses or is unable to serve as a director (which is
not anticipated), the persons named as proxies reserve full discretion to vote
for any or all other persons who may be nominated. The holders of the proxies
will have authority to cumulate votes and allocate them in their discretion to
one or more of the nominees if such action will maximize the number of nominees
who will be elected. The nine nominees receiving the greatest number of votes
cast will be elected directors.
2
<PAGE>
<TABLE>
<CAPTION>
POSITION WITH
NAME AGE COMPANY DIRECTOR SINCE
- --------------------- --- ------------------------------------- --------------
<S> <C> <C> <C>
Jack J. Agresti 58 Director 1995
George L. Ball 56 Director 1992
Patricia M. Eckert 47 Nominee for Director N/A
John H. Harris, Jr. 57 Director 1992
Edward F. Heil 50 Director 1994
Ira J. Kaufman 67 Nominee for Director N/A
Jack K. Lemley 60 Director, Chief Executive Officer,
President and Chief Operating Officer 1992
Paul F. Schutt 62 Director 1994
John J. Scoville 59 Director 1984
</TABLE>
Jack J. Agresti became a director of the Company in March 1995. Mr.
Agresti is the President, Chief Executive Officer and a director of Guy F.
Atkinson Company. Mr. Agresti was elected as President and Chief Executive
Officer of that company in April 1994, Chief Operating Officer in 1991 and
Executive Vice President and a director in 1990. Prior to that time, he held
various positions with Guy F. Atkinson Company.
George L. Ball is Chairman of Sanders Morris Mundy Inc. and a director of
Leviathan Pipeline MLP and USA Waste Services, Inc. Mr. Ball was previously
Chairman and Chief Executive Officer of Prudential Capital and Investment
Services Inc. and of its primary subsidiary, Prudential-Bache Securities, from
1985 to 1991. He was also a member of the Executive Office of the Prudential
Insurance Company of America. Mr. Ball has been active in the securities
industry for more than 30 years.
Patricia M. Eckert is Director, Competitive Issues - Telecommunications and
Utilities Sectors for Deloitte & Touche LLP. She formerly served as the
President of the California Public Utilities Commission and served as a
Commissioner from 1989 to 1994.
John H. Harris, Jr. has been with the law firm of Harris, Shelton, Dunlap
and Cobb, L.L.P.C. in Memphis, Tennessee for more than 32 years and serves as
its Senior and Managing Member. He served as regional counsel for Browning-
Ferris Industries, Inc ("BFI") from 1978 to 1993. Mr. Harris is a director of
Mills Morris Arrow, Inc. and is a limited partner of Ecol Partners II, Ltd. See
"-Security Ownership of 5% Beneficial Owners."
Edward F. Heil has been the Chairman of the Board of American Environmental
Construction Company for more than the last five years. Mr. Heil is also a
director of Medi-Mail, Inc.
Ira J. Kaufman is Chairman Emeritus of Rodman & Renshaw, Inc. and was Chief
Executive Officer and Chairman of the Board of that company from 1969 to 1989.
Mr. Kaufman was also the Chief Executive Officer
3
<PAGE>
and Chairman of the Board of Exchange National Bank from 1979 to 1990. Mr.
Kaufman is also a director of Anicom, Inc. and First Eagle National Bank.
Jack K. Lemley was named Chief Executive Officer, Chief Operating Officer
and President of the Company in February 1995. Prior to that time, he was an
independent business consultant. From May 1989 through 1993, Mr. Lemley was
Chief Executive Officer of Transmanche-Link J.V. which designed and built the
tunnel and related transportation infrastructure to provide train service
between England and France. Prior to his position at Transmanche-Link, Mr.
Lemley founded Lemley and Associates, Inc. and was a management consultant to
various clients in the industry.
Paul F. Schutt has been the Chief Executive Officer and a director of
Nuclear Fuel Services Inc. for more than the past 5 years. Mr. Schutt also led
the formation of Advanced Recovery Systems, Inc., NFS Radiation Protection
Systems, Inc., and EcoTek Laboratory Services, Inc. and serves as a director on
the boards of those companies. Mr. Schutt was a founding director in 1968 and
President of Nuclear Assurance Corporation, Senior Planning Analyst for Union
Carbide (AECOP), Oak Ridge, Tennessee, and held management positions in
Marketing, Planning and Research and Development for Babcock & Wilcox Co.
John J. Scoville is President of J.J. Scoville & Associates, Inc., a
nuclear consulting firm. He was President of US Ecology, Inc., a subsidiary of
the Company, from April 1981 to May 1990 and became a director of the Company
in March 1984. Mr. Scoville was also a Vice President of the Company from May
1986 to May 1990.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Committees of the Board of Directors during 1994 were the Nominating,
Executive, Audit and Compensation Committees.
The members of the Nominating Committee are currently Messrs. Harris, Heil,
Scoville and Harry J. Phillips, Jr., a director who is not standing for re-
election at the Meeting. The Nominating Committee is empowered to recommend to
the Board of Directors persons to fill vacancies and newly created directorships
and recommend changes to the Board of Directors concerning the responsibilities
and composition of the Board of Directors and its committees. The Nominating
Committee met three times in 1994.
The members of the Executive Committee are currently Messrs. Heil, Lemley
and Scoville. Except for certain powers which, under Delaware law, may only be
exercised by the full Board of Directors, the Executive Committee may exercise
all powers and authority of the Board of Directors in the management of the
business of the Company. The Executive Committee did not meet in 1994.
The members of the Audit Committee are currently Messrs. Harris, Schutt and
John T. Lurcott, a director who is not standing for re-election at the Meeting.
The functions performed by the Audit Committee are, among other things, to
review the proposed plan and scope of the annual audit and the results of such
when completed, to review the services tendered by the
4
<PAGE>
independent auditors and the fees charged for such services, and to confer with
the Company's internal auditors and financial personnel to review the adequacy
of the Company's accounting principles, financial controls and policies. The
Audit Committee met two times in 1994.
The members of the Compensation Committee are currently Messrs. Ball,
Lurcott and Schutt. The Compensation Committee reviews and approves the
compensation and benefits of the executives and key employees and administers
the Company's stock option plans, which involves interpreting the Plans and
approving the grant and terms of stock options to executives and key employees
of the Company. The Compensation Committee met two times in 1994.
During 1994, the Board of Directors held seven meetings, two of which were
by unanimous written consent in lieu of a meeting. All directors attended 75
percent or more of the meetings of the Board of Directors and Committees of the
Board on which they served.
DIRECTOR COMPENSATION
Directors who are not employees of the Company or its subsidiaries receive
an annual fee of $16,000 payable monthly plus $1,333 for each special meeting
actually attended. Directors who are employees of the Company receive no
additional compensation for their service as directors. All directors are
reimbursed for their travel and other expenses involved in attendance at Board
and committee meetings.
EXECUTIVE OFFICERS
Set forth below are the executive officers of the Company as of March 31,
1995. Ages, office held and length of service with the Company or a subsidiary
are indicated opposite each name.
<TABLE>
<CAPTION>
NAME AGE OFFICE HELD OFFICER SINCE
- ---- --- ----------- -------------
<S> <C> <C> <C>
Jack K. Lemley............................................................ 60 Chief Executive Officer, President February 1995
and Chief Operating Officer
C. Clifford Wright, Jr.................................................... 42 Chief Financial Officer and Vice December 1991
President
Stephen W. Travers........................................................ 42 General Counsel and Secretary March 1993
Harry O. Nicodemus, IV.................................................... 47 Chief Accounting Officer, Controller January 1994
and Vice President
William P. McCaughey...................................................... 36 Treasurer November 1992
</TABLE>
See "- Directors" for a description of the five year business
experience of Mr. Lemley.
C. Clifford Wright, Jr. is a Certified Public Accountant who joined the
Company in December 1991 as Chief Financial Officer and Vice President. He was
previously a Director
5
<PAGE>
of Corporate Finance with KPMG Peat Marwick. He was a BFI Divisional Vice
President in finance and planning for over five years until 1989.
Stephen W. Travers became General Counsel and Secretary of the Company in
March 1993. Mr. Travers previously was Senior Counsel for Cooper Industries,
Inc. since September 1989. Prior to that time, he was a General Attorney with
Texas Eastern Corporation.
Harry O. Nicodemus, IV joined the Company as Controller in March 1993 and
was named as Vice President and Chief Accounting Officer in January 1994. Prior
to joining the Company, he was Divisional Vice President and Assistant
Controller at BFI.
William P. McCaughey joined the Company in November 1992 as Treasurer.
From March 1991 to October 1992, he was President of Environmental Financial
Services, Inc. From February 1990 to March 1991, he was employed by Republic
Waste Industries, Inc. as its Vice President and Treasurer. Prior to such time,
he was Manager of Financial Analysis at BFI.
EXECUTIVE COMPENSATION - Set forth below is information regarding the
compensation of the Company's Chief Executive Officer and the other four most
highly compensated executive officers of the Company in 1994 (together with the
Chief Executive Officer, the "named officers").
Summary Compensation Table. The summary compensation table set forth below
contains information regarding the compensation of each of the named officers
for services rendered in all capacities during 1992, 1993 and 1994.
6
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION --------------
NAME AND PRINCIPAL ---------------------- STOCK OPTIONS All Other
POSITION YEAR SALARY BONUS (NO. OF SHARES) Compensation(1)
- ---------------------------------------------- ---- ------ ------- -------------- ---------------
($) ($) (*) ($)
<S> <C> <C> <C> <C> <C>
Harry J. Phillips, Jr......................... 1994 284,615 $0 0 $ 21,181
Chairman of the Board, President and 1993 275,000 50,000 0 31,881
Chief Executive and Operating Officer (2) 1992 221,565 110,000 150,000 2,282
C. Clifford Wright, Jr........................ 1994 168,577 0 15,000 25,649
Vice President and Chief Financial Officer 1993 160,000 22,400 0 26,226
1992 140,000 42,000 20,000 1,535
Ronald K. Gaynor.............................. 1994 164,984 0 5,000 25,605
Vice President 1993 150,000 24,000 10,000 24,442
1992 147,191 30,000 0 81,556 (3)
John T. Lurcott............................... 1994 148,462 0 10,000 28,161
Vice President - Development (4) 1993 140,000 13,000 0 18,151
1992 81,131 0 0 0
Stephen W. Travers............................ 1994 146,422 0 10,000 21,237
General Counsel and Secretary 1993 110,385 35,000 0 0
1992 0 0 0 0
</TABLE>
- ----------------
(1) Includes the amount of premium paid by the Company for group term life
insurance for each named executive officer, car allowance and the amount of
the Company's matching contribution for each named executive officer under
the Company's 401(k) Savings Plan and the Company's Retirement Plan.
(2) Mr. Phillips resigned as Chief Executive Officer, President and Chief
Operating Officer in February 1995.
(3) In addition to the items listed in footnote 1, this amount also includes
$17,230 for moving expenses paid by the Company and $47,000 for payment
under the terms of a severance agreement.
(4) Mr. Lurcott resigned as Vice President - Development in February 1995.
7
<PAGE>
Option Grants. Shown below is further information on grants of stock
options during 1994 to the named officers which are reflected in the Summary
Compensation Table.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
NUMBER POTENTIAL REALIZABLE VALUE
OF PERCENTAGE OF AT ASSUMED ANNUAL RATES
SECURITIES TOTAL OPTIONS EXERCISE OF STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO PRICE FOR 10-YEAR OPTION TERM
OPTIONS EMPLOYEES IN (PER EXPIRATION ------------------------------
NAME GRANTED FISCAL YEAR SHARE) DATE 5% 10%
- ------------------------- ----------- -------------- --------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Harry J. Phillips, Jr. 0 - - - - -
C. Clifford Wright, Jr. 15,000 21.4% $10.00 1/28/04 94,334 239,061
Stephen W. Travers 10,000 14.3% $10.00 1/28/04 62,889 159,374
Ronald K. Gaynor 5,000 7.1% $10.00 1/28/04 31,445 79,687
John T. Lurcott 10,000 14.3% $10.00 1/28/04 62,889 159,374
</TABLE>
Option Exercises and 1994 Year-End Option Holdings. Shown below is
information with respect to unexercised options to purchase Common Stock granted
in 1994 and prior years to the named officers and held by them at December 31,
1994. None of the named officers exercised any stock options in 1994.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND OPTION VALUES AT FISCAL YEAR END
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
OPTIONS AT DECEMBER 31, 1994 OPTIONS AT DECEMBER 31, 1994
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ------------------------ ---------------------------- ----------------------------
<S> <C> <C>
Harry J. Phillips, Jr... 125,000/25,000 0/0
C. Clifford Wright, Jr.. 30,000/20,000 0/0
Stephen W. Travers...... 6,000/14,000 0/0
Ronald K. Gaynor........ 5,000/10,000 0/0
John T. Lurcott......... 27,500/20,000 0/0
</TABLE>
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with each of its named
officers. Each of these employment agreements provides for continuing employment
of the executive in his current position at a compensation level at least equal
to the executive's current level of
8
<PAGE>
compensation. Each agreement will terminate on the date occurring one year
after the Company provides a notice of termination to the executive. However,
if employment is terminated by the Company for cause, the executive's salary
will cease and on the termination date the Company need not provide such one-
year notice. If the Company terminates the executive's employment for any
reason other than for cause, the Company will be obligated to continue to pay
the salary then being paid to the executive for a one year period. Each
employment agreement also provides for non-competition provisions for the named
officer in the event of termination of the agreement.
COMPENSATION COMMITTEE REPORT/1/
The Compensation Committee of the Board of Directors is composed entirely of
outside directors and is responsible for developing and making recommendations
to the Board with respect to the Company's executive compensation policies.
This Compensation Committee Report sets forth the components of the Company's
executive officer compensation and describes the basis on which the 1994
compensation determinations were made by the Compensation Committee with respect
to the executive officers of the Company.
In maintaining its executive compensation programs, the Company follows its
belief that executive compensation should reflect the value created for
stockholders together with supporting the Company's strategic goals. The
following objectives are among those utilized by the Compensation Committee:
1. Executive compensation should be meaningfully related to the long-term
and short-term value created for stockholders.
2. Executive compensation programs should support the long-term and short-
term strategic goals and objectives of the Company.
3. Executive compensation programs should reflect and promote the Company's
overall value, business standards and reward individuals for outstanding
contributions to the Company's success.
4. Short and long term executive compensation play a critical role in
attracting and retaining well qualified executives.
The Compensation Committee currently implements a compensation program
based on three components: a base salary, a related bonus program tied to
Company performance, and a stock option program. The Compensation Committee
regularly reviews the various components of the Company's executive compensation
to ensure that they are consistent with the Company's objectives.
- ----------------
/1/ Notwithstanding filings by the Company with the Securities and Exchange
Commission ("SEC") that have incorporated or may incorporate by reference other
SEC filings (including this proxy statement) in their entirety, this
Compensation Committee Report shall not be incorporated by reference into such
filings and shall not be deemed to be "filed" with the SEC except as
specifically provided otherwise or to the extent required by Item 402 of the
Regulation S-K.
9
<PAGE>
BASE SALARY - The Compensation Committee, in determining the appropriate
base salaries of its executive officers, generally considers the level of
executive compensation in similar companies in the industry. In addition, the
Compensation Committee takes into account (i) the performance of the Company and
the roles of the individual executive officers with respect to such performance,
and (ii) the particular executive officer,s specific experience and
responsibilities, and the performance of such executive officer in those areas
of responsibility.
ANNUAL INCENTIVES - The bonus program provides direct financial incentives
in the form of an annual cash bonus to executive officers to achieve and exceed
the Company's annual goals. The Committee awards cash bonuses based on the
performance of the Company relative to its budgeted net income for the fiscal
year and other pertinent absolute and relative criteria.
LONG-TERM INCENTIVES - The stock option program is currently the Company's
primary long-term incentive plan for executive officers and key employees. The
Committee is reviewing other possible long-term incentive plans and may
implement such a plan as a supplement to the stock option program in the future.
The objectives of the stock option program are to align executive officer
compensation and shareholder return, and to enable executive officers to develop
and maintain a significant, long-term stock ownership position in the Company's
common stock. In addition, grants of stock options to the named executive
officers and others are intended to retain and motivate executives to improve
long-term corporate and stock market performance. Stock options are granted at
the prevailing market value and will only have value if the Company's stock
price increases. Generally, grants of stock options vest in equal amounts over
five years, and the executives must be employed by the Company at the time of
vesting in order to exercise the stock option.
Consistent with the Company's compensation program outlined above,
compensation for each of the named officers, as well as other senior executives,
consists of a base salary, bonus and stock options. The base salaries for 1994
were established by the Committee at levels believed to be at or somewhat below
competitive amounts paid to executives of companies in the environmental
industry with comparable qualifications, experience and responsibilities. The
Compensation Committee determined, after the end of 1994, not to pay cash
bonuses to the named officers of the Company, given the financial performance of
the Company which was below expectations.
The Committee believes that the compensation of the previous chief
executive officer ("CEO") should be impacted by Company performance. During
1994, Harry J. Phillips, Jr., the chief executive officer of the Company during
that period, received a base salary of $284,615, which the Committee believes to
be slightly below the average of the base salary for chief executive officers
with comparable qualifications, experience and responsibilities of other
companies in the environmental industry. Due to the Company's 1994 financial
performance, Mr. Phillips received no bonus for 1994, compared to a 1993 bonus
of $50,000 and a 1992 bonus of $110,000. In 1992, the Committee awarded Mr.
Phillips a stock option at the prevailing market value to purchase 150,000
shares of common stock of the Company, 75,000 shares of which vested
immediately, and 50,000 options of which vested in March 1994 following a review
by the Compensation Committee of the Company,s performance for 1993. Mr.
Phillips, remaining 25,000 options remain unvested. In February 1995, Jack K.
Lemley,
10
<PAGE>
a director of the Company since 1992, assumed the positions of Chief Executive
Officer, President and Chief Operating Officer.
Compensation Committee: George L. Ball, Paul F. Schutt and John T. Lurcott.
11
<PAGE>
PERFORMANCE GRAPH/2/
The following performance graph compares the performance of the Company's
last five fiscal years of the Common Stock to the NASDAQ U.S. and Foreign Stock
Index, and a hazardous waste peer group/3/ which the Company believes accurately
reflects the competitors in the Company's business. The graph assumes that the
value of the investment in the Common Stock and each index was $100 at December
31, 1989.
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
American Ecology Corporation 100.0 108.0 300.0 234.0 204.0 175.9
NASDAQ US & Foreign Stock 100.0 85.0 135.7 157.4 181.1 175.3
Peer Group 100.0 97.9 104.9 104.5 69.1 56.3
</TABLE>
[PROXY GRAPH APPEARS HERE]
- ------------
/2/ Notwithstanding filings by the Company with the SEC that have incorporated
or may incorporate by reference other SEC filings (including this proxy
statement) in their entirety, this performance graph shall not be incorporated
by reference into such filings and shall not be deemed to be "filed" the SEC
except as specifically provided otherwise or to the extent required by Item 402
of the Regulation S-K.
/3/ The companies which make up the Company's peer group are: 3CI Complete
Compliance Corp., American Medical Tech, Inc., American Waste Services, Ametech,
Biomedical Waste Systems, Inc., Chemical Waste Management, Clean Harbors Inc.,
Environmental Services of America, Inc., GNI Group, Metalclad Corp., Mobley
Environmental Services, Inc., Molten Metal Technology, Pacific Nuclear Systems,
Perma-Fix Environmental Services, Inc., Rollins Environmental Services, Safety
Kleen Corp., and Security Environmental Systems.
12
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Except as set forth in the following sentence, no member of the
Compensation Committee of the Board of Directors of the Company was, during
1994, an officer or employee of the Company or any of its subsidiaries, or was
formerly an officer of the Company or any of its subsidiaries or had any
relationships requiring disclosure by the Company under Item 404 of Regulation
S-K. John T. Lurcott, a member of the Compensation Committee and Audit
Committee since February 1995, previously served as Vice President - Development
of the Company from May 1992 to February 1995. Mr. Lurcott is not standing for
re-election at the Meeting.
During 1994, no executive officer of the Company served as (i) a member of
the compensation committee (or other board committee performing equivalent
functions) of another entity, one of whose executive officers served on the
Compensation Committee of the Board of Directors, (ii) a director of another
entity, one of whose executive officers served on the Compensation Committee of
the Board of Directors, or (iii) a member of the compensation committee (or
other board committee performing equivalent functions) of another entity, one of
whose executive officers served as a director of the Company.
CERTAIN TRANSACTIONS
John J. Scoville, a director of the Company, is President and beneficial
owner of J. J. Scoville and Associates, Inc., which received $153,000 from the
Company for consulting services in 1994. Such services were provided upon terms
substantially similar to those the Company would have effected with unrelated
parties.
On January 28, 1994, the Company entered into an agreement with Edward F.
Heil, pursuant to which Mr. Heil was elected to the Board of Directors of the
Company and the Executive Committee and the Nominating Committee of the Board of
Directors. Pursuant to the agreement, the Company has also agreed that, subject
to the fiduciary obligations of the Company's Board of Directors, at its 1994
and 1995 Annual Meetings of Stockholders, unless the agreement shall have been
terminated in accordance with the terms thereof, Mr. Heil, Mr. Schutt and Mr.
Lemley will be included in the slate of nominee directors for each of the 1994
and 1995 Annual Meetings. Mr. Heil has agreed that as long as he, Mr. Schutt
and Mr. Lemley (or their successor nominees) shall be members of the Board of
Directors, Mr. Heil will take such action as may be required so that all shares
of Common Stock which he beneficially owns are voted for the slate of nominees
for directors put forth by the Board of Directors.
In addition, Mr. Heil has agreed that, until the agreement is terminated,
he will not (i) make or in any way participate in, directly or indirectly, any
solicitation of proxies or consents, inconsistent with the position of the Board
of Directors with respect to any matter requiring stockholder action, or become
a participant in any election contest relating to the election of directors of
the Company, (ii) execute any written agreement in lieu of a meeting of the
holders of the Common Stock, or (iii) deposit any shares of Common Stock in a
voting trust or make such shares subject to any voting agreement. Harry J.
Phillips, Jr., Chairman of the Board of
13
<PAGE>
the Company, in his individual capacity, has agreed that until such agreement is
terminated, he will also not engage in any of the activities described in (i) or
(ii) above or enter into any new agreement or trust described in clause (iii)
above. Mr. Phillips is not standing for re-election at the Meeting.
The agreement will terminate upon the earlier of (i) May 31, 1995 and (ii)
the occurrence of a "Significant Event", as defined in the agreement, with
which Mr. Heil disagrees and so informs the Board of Directors in writing. The
Company paid Mr. Heil $200,000 in January 1994 as reimbursement for his expenses
relating to his efforts in connection with the execution of the agreement.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and stockholders holding more than ten percent of the
Company,s Common Stock are required by the regulation to furnish the Company
with copies of all Section 16(a) forms they filed.
Based solely on its review of the copies of such forms received by the
Company, or written representation from certain reporting persons that no Forms
5 were required for those persons, the Company believes that during fiscal year
1994 all filing requirements applicable to its officers, directors, and greater
than ten percent beneficial owners were complied with.
SECURITY OWNERSHIP BY DIRECTORS, NOMINEES FOR DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information as of March 31, 1995 with
respect to the beneficial ownership of the Company's Common Stock by (i) each
director and nominee for director of the Company individually, (ii) each
executive officer of the Company, and (iii) all directors, nominees for director
and executive officers of the Company as a group. Unless otherwise indicated
below, each of the named persons and members of the group has sole voting and
investment power with respect to the shares shown.
14
<PAGE>
<TABLE>
<CAPTION>
Voting Options Shares Held
and Exercisable Under Company Total
Name of Beneficial Owner Investment Within 401(k) Plan or Beneficial Percent
------------------------ Power 60 Days Retirement Plan Ownership Of Class
-------------- ------------ --------------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Jack J. Agresti.............................. 0 0 0 0 *
George L. Ball............................... 3,750 20,500 0 24,250 *
Patricia M. Eckert........................... 0 0 0 0 *
Ronald K. Gaynor............................. 18,350 6,000 0 24,350 *
John H. Harris, Jr........................... 4,056 20,500 0 24,556 *
Edward F. Heil............................... 1,559,582 (1) 0 (2) 0 1,559,582 20.0%
Ira J. Kaufman............................... 0 0 0 0 *
Jack K. Lemley............................... 1,500 20,500 0 22,000 *
John T. Lurcott.............................. 0 29,500 0 29,500 *
William P. McCaughey......................... 3,425 (3) 14,600 752 18,777 *
Harry O. Nicodemus, IV....................... 0 5,600 0 5,600 *
Harry J. Phillips, Jr........................ 1,186,861 (4) 125,000 983 1,312,844 16.8%
Paul F. Schutt, Jr........................... 107,380 (5) 7,500 0 114,880 1.5%
John J. Scoville............................. 2,000 35,500 0 37,500 *
Stephen W. Travers........................... 1,000 10,800 0 11,800 *
C. Clifford Wright, Jr....................... 1,000 33,000 1,491 35,491 *
All directors, nominees for director and 2,888,904 329,000 3,226 3,221,130 41.2%
executive officers as a group (16 persons)
</TABLE>
- ----------------
* Indicates less than one percent (1%)
(1) Pursuant to a Schedule 13D filing. Mr. Heil reported that 1,197,529 shares
of Common Stock were beneficially owned individually by Mr. Heil and
314,730 shares of Common Stock were beneficially owned by Mr. Heil in his
capacity as trustee of a trust. Mr. Heil's Schedule 13D also reported that
27,218 shares of Common Stock were beneficially owned individually by
Thomas W. McNamara, an attorney for Mr. Heil and 20,108 shares of Common
Stock were beneficially owned by Mr. McNamara in his capacity as trustee of
a trust. The Schedule 13D stated that Mr. McNamara's shares are included
in the filing as a precautionary measure in the event that he and Mr.
McNamara were deemed to be a "group" under Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended, but that such inclusion should
not be deemed an admission that they were acting as a group. Mr.
McNamara's shares are included in the total shown in the above table.
(2) Mr. Heil was granted options to purchase 7,500 shares of Common Stock under
the Company's 1992 Outside Director Stock Option Plan. That plan provides
that options granted to a stockholder beneficially owning more than 10% of
the Company's Common Stock will not vest until such time as approved by
both the grantee and the Board of
15
<PAGE>
Directors of the Company or until such stockholder no longer beneficially
owns more than 10% of the Company's Common Stock. As a result, because
such options may not vest within 60 days after March 31, 1995, they are not
included in the above table.
(3) Of such shares, 2,500 are owned jointly with spouse and 500 shares are
beneficially owned by spouse. Mr. McCaughey disclaims beneficial ownership
of such 500 shares.
(4) Mr. Phillips beneficially owns 140,847 shares of Common Stock (which number
includes 125,000 shares which can be acquired by Mr. Phillips within 60
days pursuant to the exercise of outstanding stock options), 1,170,236
shares of Common Stock owned of record by Ecol Partners II, Ltd. ("Ecol
Partners II") and 778 shares owned of record by Phillips Investments, Inc.
As the sole shareholder of Phillips Investments, Inc., which is the
corporate general partner of Ecol Partners II, Mr. Phillips shares voting
and investment power over the Common Stock owned by Phillips Investments,
Inc. and Ecol Partners II.
(5) Mr. Schutt is the sole general partner with a 33% partnership interest of a
limited partnership which owns 100% of the capital stock of Nuclear Fuel
Services, Inc. ("NFS"). Mr. Schutt is the Chief Executive Officer and a
director of NFS. NFS is the record owner of 107,380 shares of Common Stock
as to which Mr. Schutt disclaims beneficial ownership. Such shares are
included in the above table.
SECURITY OWNERSHIP OF 5% BENEFICIAL OWNERS
The following information is given with respect to the persons known by the
Company to own beneficially more than 5% of the outstanding shares of the Common
Stock as of March 31, 1995. Unless otherwise noted, each shareholder listed
below has sole voting and investment power with respect to the shares listed.
<TABLE>
<CAPTION>
Name and Address Number of Shares Percent of
of Beneficial Owner Beneficially Owned Class
- ------------------------------- ------------------- -----------
<S> <C> <C>
Edward F. Heil 1,559,585 (1) 20.0%
2901 Centre Circle
Downers Grove, Illinois 60515
Harry J. Phillips, Jr. 1,312,844 (2) 16.8%
3 Riverway, Suite 170
Houston, Texas 77056
FMR Corp. 827,400 (3) 10.6%
82 Devonshire Street
Boston, Massachusetts 02109
Fayez Sarofim 522,654 (4) 6.7%
2900 Two Houston Center
Houston, Texas 77010
</TABLE>
16
<PAGE>
__________
(1) Pursuant to a Schedule 13D filing, Mr. Heil reported that 1,197,529 shares
of Common Stock were beneficially owned individually by Mr. Heil and
314,730 shares of Common Stock were beneficially owned by Mr. Heil in his
capacity as trustee of a trust. Mr. Heil's Schedule 13D also reported that
27,218 shares of Common Stock were beneficially owned individually by
Thomas W. McNamara, an attorney for Mr. Heil, and 20,108 shares of Common
Stock were beneficially owned by Mr. McNamara in his capacity as trustee of
a trust. The Schedule 13D stated that Mr. McNamara's shares are included
in the filing as a precautionary measure in the event that he and Mr. Heil
were deemed to be a "group" under Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended, but that such inclusion should not be
deemed an admission that they were acting as a group. Mr. McNamara's
shares are included in the total shown in the above table.
(2) Mr. Phillips beneficially owns 140,847 shares of Common Stock (which number
includes 125,000 shares which can be acquired by Mr. Phillips within 60
days pursuant to the exercise of outstanding stock options), and 1,170,236
shares of Common Stock owned of record by Ecol Partners II, and 778 shares
owned of record by Phillips Investments, Inc. As the sole shareholder of
Phillips Investments, Inc., which is the corporate general partner of Ecol
Partners II, Mr. Phillips shares voting and investment power over the
Common Stock owned by Phillips Investments, Inc. and Ecol Partners II.
(3) Pursuant to a Schedule 13G filing, FMR Corp. reported that as of December
31, 1994 it may be deemed to be the beneficial owner of 827,400 shares of
Common Stock. FMR Corp. reported sole power to vote or direct the vote of
404,100 shares and sole power to dispose or direct the disposition of
827,400 shares.
(4) Pursuant to a Schedule 13G filing, Mr. Fayez Sarofim reported that as of
December 31, 1994 he may be deemed to be the beneficial owner of 522,654
shares of Common Stock. Mr. Sarofim reported sole voting power with
respect to 413,328 such shares, shared voting power with respect to 64,855
of such shares, sole dispositive power with respect to 413,328 shares and
shared dispositive power with respect to 109,326 such shares.
17
<PAGE>
PROPOSAL NO. 2
APPOINTMENT OF AUDITORS
The Board of Directors, upon recommendation of its Audit Committee, has
approved and recommends the appointment of Arthur Andersen LLP as independent
public accountants to conduct an audit of the Company's financial statements for
the year 1995.
Members of Arthur Andersen LLP will attend the Meeting and will be
available to respond to questions which may be asked by stockholders. Such
members will also have an opportunity to make a statement at the meeting if they
desire to do so.
Approval of the appointment of independent public accountants will require
the affirmative vote of a majority of the shares of Common Stock voted at the
Meeting.
THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" PROPOSAL NO. 2.
STOCKHOLDER PROPOSALS AT THE NEXT
ANNUAL MEETING OF STOCKHOLDERS
Stockholders of the Company who intend to submit proposals to the
Company's stockholders at the 1996 annual meeting of stockholders must submit
such proposals to the Company no later than December 20, 1995. Stockholder
proposals should be submitted to the Secretary of American Ecology Corporation,
5333 Westheimer, Suite 1000, Houston, Texas 77056.
OTHER MATTERS
The management of the Company knows of no other matters which may come
before the Meeting. However, if any matters other than those referred to above
should properly come before the Meeting, it is the intention of the persons
named in the enclosed proxy to vote all proxies in accordance with their best
judgment.
By Order of the Board of Directors,
STEPHEN W. TRAVERS
Secretary
18
<PAGE>
AMERICAN ECOLOGY CORPORATION
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned, hereby revoking all prior proxies, hereby appoints Jack K.
Lemley, C. Clifford Wright, Jr., and Stephen W. Travers, and each of them,
proxies with full and several power of substitution, to represent and to vote
all the shares of Common Stock of AMERICAN ECOLOGY CORPORATION that the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Stockholders of AMERICAN ECOLOGY CORPORATION to be held on May 24,
1995, and at any adjournment(s) thereof.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFIC INDICATIONS ON THE
REVERSE SIDE. IN THE ABSENCE OF SUCH INDICATIONS, A SIGNED PROXY WILL BE (1)
VOTED FOR THE NOMINEES FOR NINE DIRECTORS NAMED IN THE PROXY STATEMENT, (2) FOR
THE RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS, AND (3) IN ACCORDANCE
WITH THE JUDGMENT OF THE PERSON VOTING THE PROXY WITH RESPECT TO ANY OTHER
BUSINESS PROPERLY BEFORE THE MEETING.
<TABLE>
<CAPTION>
_____________ ________________
ACCOUNT NUMBER SHARES OF COMMON
<S> <C> <C> <C>
1. ELECTION OF DIRECTORS (To withhold authority to vote for any individual members, strike a line
FOR all nominees AGAINST ABSTAIN through the member's name in the blank below.)
listed on the right all / /
(except as marked nominees listed Jack J. Agresti
to the contrary) at right George L. Ball
/ / / / Patricia M. Eckert
John H. Harris, Jr.
Edward F. Heil
Ira J. Kaufman
Jack K. Lemley
Paul F. Schutt
John J. Scoville
2. SELECTION OF ARTHUR ANDERSEN LLP AS
INDEPENDENT AUDITORS FOR THE CURRENT YEAR.
FOR AGAINST ABSTAIN
/ / / / / /
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED
TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
The undersigned acknowledge(s) receipt of the Notice of the aforesaid Annual
Meeting and the Proxy Statement accompanying the same, each dated April 19,
1995.
Date , 1995
Signature of Stockholder
</TABLE>
