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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMERICAN ECOLOGY CORPORATION
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
025533-10-0
(CUSIP Number)
Ecol Partners II, Ltd.
Three Riverway, Suite 170
Houston, Texas 77056
Attn: Harry J. Phillips, Jr.
(713) 840-7744
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
September 22, 1995
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].
Check the following box if a fee is being paid with this statement [ ].
1
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CUSIP NO. 025533-10-0
NAME OF REPORTING PERSONS: ECOL PARTNERS II, LTD.
1
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY:
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS: 00
4
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E): [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION: TEXAS
6
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 1,110,206
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,110,206
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,110,206
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGRAGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 14.2%
13
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON: PN
14
- ------------------------------------------------------------------------------
2
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CUSIP NO. 025533-10-0
NAME OF REPORTING PERSONS: PHILLIPS INVESTMENTS, INC.
1
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY:
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS: 00
4
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E): [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION: TEXAS
6
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 2,352
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,110,206
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 2,352
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,110,206
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,112,558
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGRAGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 14.2%
13
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON: CO
14
- ------------------------------------------------------------------------------
3
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CUSIP NO. 025533-10-0
NAME OF REPORTING PERSONS: HARRY J. PHILLIPS, JR.
1
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY:
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS: PF
4
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E): [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION: U.S.A.
6
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 952,608
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,112,558
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 952,608
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,112,558
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,065,166
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGRAGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 23.7%
13
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON: IN
14
- ------------------------------------------------------------------------------
4
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The following is Amendment No. 2 to the Schedule 13D dated August 25, 1993
(the "Schedule 13D") filed by Ecol Partners II, Ltd., Phillips Investments,
Inc., and Harry J. Phillips, Jr., with respect to shares of common stock, par
value $0.01 per share, of American Ecology Corporation, a Delaware corporation.
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates is the
common stock, par value $0.01 per share (the "Common Stock"), of American
Ecology Corporation, a Delaware corporation (the "Issuer"), whose principal
executive office is located at 5333 Westheimer, Suite 1000, Houston, Texas
77056.
ITEM 2. IDENTITY AND BACKGROUND.
On August 16, 1993, Ecol Partners II, Ltd., a Texas limited partnership
("Ecol Partners"), acquired as capital contributions from its partners 1,170,236
shares of Issuer Common Stock. On September 22 and 30, 1995, and December 4,
1995, Mr. Harry J. Phillips, Jr. acquired securities of the Issuer convertible
into and exercisable for shares of Issuer Common Stock.
This statement is filed on behalf of (i) Ecol Partners as the direct
beneficial owner of the Common Stock, (ii) Phillips Investments, Inc., a Texas
corporation ("Phillips Investments"), by virtue of its capacity as general
partner of Ecol Partners, and (iii) Mr. Harry J. Phillips, Jr., by virtue of his
control position in Phillips Investments and his individual holdings. Ecol
Partners, Phillips Investments and Mr. Phillips shall be collectively referred
to herein as the "Reporting Persons."
(A), (B), (C) AND (F):
As to Ecol Partners II, Ltd.:
----------------------------
Name: Ecol Partners II, Ltd.
State of Organization: Texas
Principal business: To own and hold, and exercise all rights with
respect to or in any manner arising out of the
Common Stock.
Principal business address: Three Riverway, Suite 170
Houston, Texas 77056
Principal office address: Three Riverway, Suite 170
Houston, Texas 77056
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As to Phillips Investments, Inc.:
---------------------------------
Name: Phillips Investments, Inc.
State of Organization: Texas
Principal business: General Partner of Ecol Partners II, Ltd.
Principal business address: Three Riverway, Suite 170
Houston, Texas 77056
Principal office address: Three Riverway, Suite 170
Houston, Texas 77056
As to Harry J. Phillips, Jr.:
-----------------------------
Name: Harry J. Phillips, Jr.
Business address: Three Riverway, Suite 170
Houston, Texas 77056
Principal occupation or employment: President of Phillips Investments,
Inc. and Timberlake Interests, Inc.
Mr. Phillips is President and the sole director of Phillips Investments, Inc.
Mr. Phillips has 23 years of experience in the waste industry, beginning in 1972
as a management trainee with Browning-Ferris Industries, Inc., a Delaware
corporation ("BFI"). Mr. Phillips served as a Regional Vice President for BFI
from 1981 until 1985, when he was appointed Executive Vice President of North
American Solid Waste Operations. Mr. Phillips also served as a director of BFI
from 1986 until 1989, when he resigned from his position to seek other career
opportunities. In 1992, Mr. Phillips became Chief Executive Officer of the
Issuer and served in such capacity until February 1995. Mr. Phillips remains a
director of the Issuer. Mr. Phillips also serves as President of Timberlake
Interests, Inc., an investment firm in Houston.
Principal business and address of corporation in which such employment is
conducted:
Phillips Investments, Inc.
Three Riverway, Suite 170
Houston, Texas 77056
Citizenship: USA
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(D) AND (E)
As to All Reporting Persons:
---------------------------
No Reporting Person has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
No Reporting Person has, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Common Stock acquired by Ecol Partners was contributed as a capital
contribution on a pro rata basis by the general partner and limited partners of
Ecol Partners. All of the partners had previously participated in a limited
partnership known as Ecol Partners, Ltd., which held shares of Issuer Common
Stock. On August 16, 1993, Ecol Partners, Ltd. distributed all of its assets to
its partners, and some of those partners immediately formed Ecol Partners II,
Ltd. and contributed shares of Issuer Common Stock as their capital
contribution.
The Limited Partnership Agreement of Ecol Partners is attached as Exhibit 1
and is incorporated by reference herein. The Limited Partnership Agreement
provides that the general partner may request that the partners make one or more
optional additional capital contributions to Ecol Partners, but no partner shall
be required to make any optional additional capital contributions without the
consent of all partners. Ecol Partners shall distribute among the partners at
least annually cash in hand or in bank accounts of Ecol Partners as is available
for distribution to the partners after reasonable provision has been made for
the current liabilities, obligations and operating expenses of Ecol Partners.
No Partner has the right to demand a withdrawal of its capital contribution
except pursuant to the liquidation and dissolution provisions of the Limited
Partnership Agreement. Ecol Partners will be dissolved upon the happening of
(i) the expiration of its term, (ii) the withdrawal, dissolution, bankruptcy,
legal incapacity or other event of withdrawal of the General Partner, (iii) the
bankruptcy of Ecol Partners, (iv) the sale or other disposition for cash of all
or substantially all of the assets of Ecol Partners, (v) the election to
dissolve the partnership by the general partner and a majority in interest of
the limited partners, or (vi) the entry of a decree of judicial dissolution
under the Texas Revised Limited Partnership Act.
As discussed below, Ecol Partners has pledged to BFI 562,296 shares of the
Issuer's Common Stock and pledged to Texas Commerce Bank National Association
547,906 shares of the Issuer's Common Stock.
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Mr. Phillips used an aggregate of $2,299,185.17 of personal funds in
September 1995 and December 1995 to purchase the securities of the Issuer
convertible into and exercisable for shares of Issuer Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
Ecol Partners was formed, and acquired Issuer Common Stock as a capital
contribution from its partners, for purposes of investment and to acquire a
significant equity position in the Issuer. Ecol Partners and Mr. Phillips
intend to review continuously their equity interest in the Issuer. Depending
upon their evaluation of the Issuer's business and prospects, and upon future
developments, Ecol Partners, Mr. Phillips or other entities that may be deemed
to be affiliated with Ecol Partners or Mr. Phillips may from time to time
purchase additional securities of the Issuer, dispose of all or a portion of the
securities held by such person, or cease buying or selling shares. Any such
additional purchases of the security may be in open market or privately
negotiated transactions or otherwise.
It is presently Ecol Partners' and Mr. Phillips' general objective to exert
a controlling influence on the business and affairs of the Issuer, consistent
with the ownership position of Ecol Partners and Mr. Phillips. Except as
described in this Item 4, none of the Reporting Persons has any present plans or
proposals which relate or would result in: (i) the acquisition by any person of
additional securities of the Issuer, or the disposition of securities of the
Issuer, (ii) an extraordinary corporate transaction such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries,
(iii) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries, (iv) any change in the present board of directors or
management of the Issuer, (v) any material change in the present capitalization
or dividend policy of the Issuer, (vi) any other material change in the Issuer's
business or corporate structure, (vii) changes in the Issuer's charter, bylaws
or instruments corresponding thereto or other actions which may be impede the
acquisition of control of the Issuer by any person, (viii) causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted on an inter-dealer quotation system of a
registered national securities association, (ix) a class of equity securities of
the Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended, or (x) any actions
similar to any of those enumerated above. However, as a director of the Issuer,
Mr. Phillips from time to time reviews plans or proposals relating to one or
more of the foregoing matters and may at a future time support one or more of
the foregoing depending upon the circumstances at such time.
ITEM 5. INTEREST AND SECURITIES OF THE ISSUER
(a) Ecol Partners is the direct beneficial owner of 1,110,206 shares, or
approximately 14.2%, of the Issuer's Common Stock. By virtue of the
relationships reported in Item No. 2 above, each of the reporting persons may be
deemed to possess indirect beneficial ownership of the shares directly owned by
Ecol Partners. In addition, Phillips Investments directly owns 2,352 shares of
Issuer Common Stock, and Mr. Phillips directly owns 50,536 shares of Issuer
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Common Stock. In addition, pursuant to the Purchase Agreement described below,
Mr. Phillips owns beneficially 902,072 shares of Issuer Common Stock through his
ownership of 48,403.9 shares of Series D Preferred Stock and 484,039 Warrants.
(b) Ecol Partners has the direct power both to vote and to direct the
disposition of the shares held by it. By virtue of the relationships described
in Item 2, each of the Reporting Persons may be deemed to have and share the
indirect power to vote and direct the disposition of the shares held by Ecol
Partners. In addition, Phillips Investments has the direct power to vote and
direct the disposition of the 2,352 shares held by it, and Mr. Phillips has the
direct power to vote and direct the disposition of the 50,536 shares he holds
directly. In addition, Mr. Phillips has the direct power to vote and direct the
disposition of the 902,072 shares he owns beneficially through his ownership of
Series D Preferred Stock and Warrants.
(c) Effective September 12, 1995 Mr. Phillips, in his individual capacity,
executed a purchase agreement (the "Purchase Agreement") by and among the
Issuer, Mr. Phillips, and four other individuals, pursuant to which the Issuer
issued and sold to Mr. Phillips a Nonnegotiable Promissory Note (the "Note") in
the amount of $1,125,009. The Purchase Agreement also obligated the Issuer to
issue and sell to Mr. Phillips effective September 22, 1995, a total of 23,684.4
Units at a purchase price of $47.50 per Unit, consisting in the aggregate of (a)
23,684.4 shares of Series D Preferred Stock and (b) 236,844 Warrants, for an
aggregate purchase price of $1,125,009, which such amount was paid to the
Company by the surrender of an equal principal amount of the Note by Mr.
Phillips. The Purchase Agreement also obligated the Issuer to issue and sell to
Mr. Phillips effective September 30, 1995, a total of 3,666.70 Units at a
purchase price of $47.50 per Unit, consisting in the aggregate of (x) 3,666.70
shares of Series D Preferred Stock and (y) 36,667 Warrants, for an aggregate
purchase price of $174,168.17, payable in cash by Mr. Phillips. Such
transaction closed on September 30, 1995. The Purchase Agreement also obligated
the Issuer to issue and sell to Mr. Phillips on or before January 5, 1996, a
total of 21,052.8 Units at a purchase price of $47.50 per Unit, consisting in
the aggregate of (i) 21,052.8 shares of Series D Preferred Stock and (ii)
210,528 Warrants, for an aggregate purchase price of $1,000,008, payable in cash
by Mr. Phillips. Mr. Phillips paid the $1,000,008 on December 4, 1995, and
received 21,052.8 shares of Series D Preferred Stock and 210,528 Warrants.
On October 9, 1995, Ecol Partners made a pro rata distribution to its
partners for no consideration of 60,030 shares of Issuer Common Stock. Phillips
Investments and Mr. Phillips received 1,574 and 41,689 shares, respectively, of
Issuer Common Stock in this distribution. On December 15, 1995, Mr. Phillips
made a gift of 7,000 shares to a local church.
(d) Ecol Partners has pledged to BFI 562,296 shares of Issuer Common Stock
as security for an outstanding promissory note to BFI in the amount of
$3,908,393.30. Pursuant to such pledge, BFI has the right to receive certain
proceeds from the sale of such pledged Common Stock. Ecol Partners has also
pledged 547,906 shares of Issuer Common Stock to secure a $1,087,852.90
promissory note from Texas Commerce Bank National Association.
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Pursuant to such pledges, Texas Commerce Bank National Association has the right
to receive certain proceeds from the sale of such pledged Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
As discussed above, the general and limited partners of Ecol Partners have
entered into a Limited Partnership Agreement which governs the relationship
between the partners. The Limited Partnership Agreement, attached as Exhibit 1,
is incorporated by reference herein.
The Limited Partnership Agreement provides that the general partner has the
sole right to manage the business of Ecol Partners, devoting such time to the
partnership as the general partner may from time to time deem necessary, and,
subject to certain limitations described below and certain limitations imposed
by law, the general partner has complete and exclusive discretion in the
management of the partnership affairs and in the making of all decisions
affecting the business of Ecol Partners. The general partner shall at all times
have sole power and authority to sell, exchange, lease or otherwise transfer the
assets of the partnership, whether in or out of the ordinary course of business.
However, without the consent of a majority in interest of the limited partners,
the general partner may not admit one or more additional or substituted
partners, cause the partnership to purchase, redeem or liquidate all or any
portion of the partnership interest of any Partner, sell all or substantially
all of the assets of Ecol Partners, dispose of the goodwill of Ecol Partners'
business, dissolve and wind up Ecol Partners, do any other act that would make
it impossible to carry out the purposes and business of Ecol Partners or do
certain other acts specified in the Limited Partnership Agreement.
Pursuant to Article 5 of the Limited Partnership Agreement, profits and
losses of the partnership are generally allocated pro rata among the partners in
accordance with their partnership interests.
Except as set forth in the Limited Partnership Agreement, any limited
partner who desires to sell, transfer or otherwise alienate or dispose of all or
any portion of its partnership interest must offer to sell to all of the other
partners all or any portion of its partnership interest. The other partners
shall have thirty (30) days after receipt of such offer within which to advise
the offering limited partner whether or not such other partners will purchase
all or a portion of such partnership interest. If the other partners do not
exercise this option, then the offering limited partner has the right for a
period of sixty (60) days to consummate such sale or other transfer at the price
and on the terms set forth in its notice to the other partners. The Limited
Partnership Agreement contains similar restrictions with respect to transfers
upon the incapacity, death, dissolution, disability, or death or divorce of the
spouse of an individual limited partner. In these referenced situations, the
right of first refusal shall be at a price determined as set forth in the
Limited Partnership Agreement.
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Except as described above, the Limited Partnership Agreement contains no
other contracts, agreements or understandings with respect to the securities of
the Issuer, including, but not limited to, transfer or voting of any of the
securities, finder's fees, joint ventures, loans or option arrangements, puts or
calls, guarantees of profits, division of profits or losses or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Limited Partnership Agreement of Ecol Partners II, Ltd. dated
August 16, 1993 (incorporated by reference to Exhibit 1 to
Schedule 13D filed on August 25, 1993).
SIGNATURES
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.
Date: February 15, 1996 ECOL PARTNERS II, LTD.
By: Phillips Investments, Inc.,
its General Partner
By: /s/ [SIGNATURE OF HARRY J. PHILLIPS, JR.]
-----------------------------------------
Harry J. Phillips, Jr.
President
PHILLIPS INVESTMENTS, INC.
By: /s/ [SIGNATURE OF HARRY J. PHILLIPS, JR.]
-----------------------------------------
Harry J. Phillips, Jr.
President
/s/ [SIGNATURE OF HARRY J. PHILLIPS, JR]
-----------------------------------------
Harry J. Phillips, Jr.
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