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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Section 240.14a-11(c) or
Section 240.14a-12
AMERICAN ECOLOGY CORPORATION
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(Name of Registrant as Specified in its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party: L. GARY DAVIS, CPA DIRECTOR OF AUDIT
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(4) Date Filed: OCTOBER 15, 1996
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[AMERICAN ECOLOGY LETTERHEAD]
October 17, 1996
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders of
American Ecology Corporation to be held at 10:00 a.m., November 19, 1996, at
the Crystal Ballroom, 802 W. Bannock Street, Suite 202, Boise, Idaho.
Seven directors will be elected at the meeting to serve until our 1997 annual
meeting is held. We will report on the Company's operations and answer your
questions.
We hope you will attend the meeting in person. Whether or not you can attend,
it is important that you sign, date and return your proxy as soon as possible.
If you do attend the meeting and wish to vote in person, you may withdraw your
proxy and vote personally.
The Company's 1995 annual report (SEC Forms 10-K and 10-K/A) and supplementary
financial information (SEC Form 10-Q) accompanies the enclosed proxy materials.
Sincerely,
/s/ JACK K. LEMLEY
Jack K. Lemley
Chairman and Chief Executive Officer
JKL/cf
Encl.
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AMERICAN ECOLOGY CORPORATION
805 W. IDAHO, SUITE 200
BOISE, IDAHO 83702-8916
(208) 331-8400
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 19, 1996
The Annual Meeting of Stockholders of American Ecology Corporation
(the "Company") will be held on November 19, 1996, at 10:00 a.m. mountain time
at the Crystal Ballroom, 802 W. Bannock Street, Suite 202, Boise, Idaho.
The meeting is being held to consider and act upon the following
matters:
1. To elect seven directors of the Board of Directors;
2. Such other business as may properly come before the
meeting or any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on October 10,
1996 as the record date for determining those stockholders who will be entitled
to vote at the meeting and any adjournments or postponements thereof.
Please sign and date the enclosed proxy and return it promptly in the
enclosed self-addressed pre-paid envelope. If you attend the meeting, you may
withdraw your proxy and vote your shares in person.
BY ORDER OF THE BOARD OF DIRECTORS
PHILLIP K. CHATTIN
Secretary
Boise, Idaho
October 17, 1996
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AMERICAN ECOLOGY CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 19, 1996
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 November 19, 1996, at 10:00 a.m., mountain time, at the Crystal Ballroom, 802
W. Bannock, Suite 202, Boise, Idaho, including any 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 October 17,
1996. 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 per 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 ChaseMellon Shareholder Services 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, 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, 1995 has been or is being furnished with this Proxy Statement to
stockholders of record on
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October 10, 1996. The Annual Report to Stockholders does not constitute a part
of the proxy soliciting material except as otherwise provided by the rules of
the Securities and Exchange Commission.
OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors of the Company has fixed October 10, 1996 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
7,973,155 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 Proposal 1. 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, seven
directors are to be elected. If Proposal 1 is adopted, seven directors will be
elected 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, the
persons named as proxies reserve full
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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 seven nominees receiving the
greatest number of votes cast will be elected directors.
Directors to be elected to serve until 1997 Annual Meeting:
<TABLE>
<CAPTION>
POSITION WITH
NAME AGE COMPANY DIRECTOR SINCE
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<S> <C> <C> <C>
Jack K. Lemley 61 Director, Chairman of the Board
and Chief Executive Officer 1992
Paul F. Schutt 63 Director 1994
John J. Scoville 60 Director 1984
Patricia M. Eckert 48 Director 1995
Edward F. Heil 51 Director 1994
Rotchford D. Barker 59 Director 1996
Paul Bergson 51 Director 1996
</TABLE>
Jack K. Lemley is the Chairman of the Board and Chief Executive
Officer of the Company. Prior to February 1995, 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. Mr. Lemley is also a director of Idaho Power Company.
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., and NFS
Radiation Protection Systems, 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.
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Patricia M. Eckert is Director, Competitive Issues -
Telecommunications and Utilities Sectors for Deloitte & Touche LLP. Ms. Eckert
formerly served as the President of the California Public Utilities Commission
and served as a Commissioner from 1989 to 1994.
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 Net, Inc.
Rotchford Barker is an independent business man and commodity
trader. Mr. Barker has been a member of the Chicago Board of Trade for more
than thirty years and has served on the board of directors of the exchange.
Mr. Barker was the President of Agra Trading, Inc. until that company was
acquired by Gill & Duffus, a United Kingdom holding company, in 1970. He has
also served as a director of Agra Trading, Inc., Colorado Beef, Inc. and the
December Group.
Paul Bergson became a director of the Company in February
1996. Mr. Bergson is a principle in Bergson & Company, a government relations
consulting firm serving a range of clients in tax, environmental and chemical
matters. Mr. Bergson is also a General in the U.S. Army Reserves, a member of
the Board of Advisors of the Far East Studies Institute and serves on the
boards of several philanthropic organizations.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Committees of the Board of Directors during 1995 were the
Nominating, Executive, Audit and Compensation Committees.
The members of the Nominating Committee are currently Messrs.
Lemley, Heil, and Scoville. 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 two times in 1995.
The members of the Executive Committee are currently Messrs.
Lemley, Heil 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 1995.
The members of the Audit Committee are currently Messrs.
Schutt, and Ms. Eckert. 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
independent auditors and the fees charged for such services, and to confer with
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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 one time in 1995.
The members of the Compensation Committee are currently
Messrs. Heil 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 one time in 1995.
During 1995, the Board of Directors held fourteen meetings,
three of which were by unanimous written consent in lieu of a meeting. All
directors attended 80% percent or more of the meetings of the Board of
Directors and Committees of the Board on which they served.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee of the Board of
Directors of the Company was, during 1995, 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 relationship requiring disclosure by the
Company under Item 404 of Regulation S-K.
During 1995, 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.
REPORT OF COMPENSATION COMMITTEE
The report of the Compensation Committee of the Board of
Directors is found at Item 11 of the Company's annual report on Form 10K/A and
is incorporated herein by references.
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 which at the director's discretion is
payable quarterly in stock of the Company at it's then market price. 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.
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In addition, each director who at the time of his/her initial
election to the Board is not an employee of the Company is granted, effective
as of the date of his/her initial election to the Board, a stock option to
purchase from the Company 7,500 shares of the Company's Common Stock. Each
director who at the time of each re-election to the Board after his initial
election is not an employee of the Company is also granted, effective as of the
date of his re-election to the Board, a stock option to purchase from the
Company 10,000 shares of the Company's Common Stock.
EXECUTIVE OFFICERS AND COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Information concerning executive officers and compliance with
Section 16(a) of the Securities Exchange Act of 1934 is found at Item 10 of the
Company's annual report on Form 10-K/A and is incorporated herein by reference.
EXECUTIVE COMPENSATION
Information concerning executive compensation is found at Item
11 at the Company's annual report on Form 10-K/A and is incorporated herein by
reference.
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STOCK PERFORMANCE GRAPH1
The following graph compares the most recent five year market-value
performance of the Company's common stock to the NASDAQ U.S. and Foreign Stock
Index, and a hazardous waste industry peer group(2) which the Company believes
accurately reflects its competitors. The graph assumes that the value of the
investment in the common stock and each index was $100 at December 31, 1989.
__________________________________
(1) 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.
(2) 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 WMX,
Clean Harbors Inc., Environmental Services of America, Inc., GNI Group,
Metalclad Corp., Mobley Environmental Services, Inc., Molten Metal
Technology, Perma-Fix Environmental Services, Inc., Rollins Environmental
Services, Safety Kleen Corp., and Security Environmental Systems.
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PERFORMANCE GRAPH
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994 1995
-------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
American Ecology Corporation 100.0 108.0 300.0 234.0 204.0 175.9 78.8
NASDAQ US & Foreign Stock 100.0 85.0 135.7 157.4 181.1 175.3 243.6
Peer Group 100.0 97.9 104.9 104.5 69.1 56.3 64.8
</TABLE>
[PERFORMANCE GRAPH APPEARS HERE]
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SECURITY OWNERSHIP BY DIRECTORS, NOMINEES FOR DIRECTORS AND EXECUTIVE OFFICERS
Information concerning Security ownership of certain beneficial
owners, directors and executive officers is found at Item 12 of the Company's
annual report on Form 10-K/A and is incorporated herein by reference.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information concerning certain relationships and related transactions
is found at Item 13 of the Company's annual report on Form 10-K/A and is
incorporated herein by reference.
STOCKHOLDER PROPOSALS AT THE NEXT
ANNUAL MEETING OF STOCKHOLDERS
Stockholder proposals submitted for inclusion in the Company's
1997 proxy materials and consideration at the 1997 annual meeting of
stockholders must be received by the Company no later than December 21, 1996.
Stockholder proposals should be submitted to the Secretary of American Ecology
Corporation, 805 W. Idaho, Suite 200, Boise, Idaho 83702. Any such proposal
should comply with the Securities and Exchange Commission rules governing
stockholder proposals submitted for inclusion in proxy materials.
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.
October 17, 1996 American Ecology Corporation
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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, Robert S. Thorn and Phillip K. Chattin, 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 November
19, 1996, 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 SEVEN DIRECTORS NAMED IN THE PROXY STATEMENT,
AND (2) IN ACCORDANCE WITH THE JUDGMENT OF THE PERSON VOTING THE PROXY WITH
RESPECT TO ANY OTHER BUSINESS PROPERLY BEFORE THE MEETING.
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