<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13-D
Under the Securities Exchange Act of 1934
AMERICAN ECOLOGY CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
02553310
(CUSIP Number)
Phillip K. Chattin
805 West Idaho Street
Boise, Idaho 83702
(208) 331-8400
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
FEBRUARY 10, 1999
(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: [ ]
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act, but shall be subject to all other provisions of the Act
(however, see the Notes.)
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 025533100 Page 2 of 8 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROTCHFORD L. BARKER
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [XX]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
3,163,805 shares of common stock.
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY ------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
3,163,805 shares of common stock.
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,163,805 shares of common stock
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 025533100 Page 3 of 8 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OXBOW LIMITED LIABILITY COMPANY
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [XX]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
WYOMING
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
200,000 shares of common stock.
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY ------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
200,000 shares of common stock.
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000 shares of common stock.
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO (LIMITED LIABILITY COMPANY)
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*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 4
CUSIP No. 025533100 Page 4 of 8 Pages
Item 1. Security and Issuer.
This Schedule 13D relates to shares of Common Stock, $.01 par value
(the "Common Stock") of American Ecology Corporation, 805 West Idaho Street,
Boise, Idaho 83702 (the "Company"). Specifically, this Schedule 13D relates to
shares of Common Stock issuable upon exercise of certain warrants of the
Company (the "Warrants"), which Warrants were acquired by Rotchford L. Barker
in the transactions described below. Under Rule 13d-3, Mr. Barker is deemed to
be the beneficial owner of the shares of Common Stock that are issuable on the
exercise of such Warrants.
On October 31, 1996, the Company's board of directors approved the
issuance of 300,000 Series E Redeemable Convertible Preferred Stock (the
"Series E Preferred"). Mr. Barker purchased 165,000 shares of Series E
Preferred at $10 per share. Each Series E Preferred share had a Warrant
associated with it allowing the holder to purchase ten shares of the Company's
Common Stock at the price of $1.50 per share. The Series E Preferred was issued
to satisfy a condition required by the Company's bank when its credit agreement
was renegotiated. This same condition required the Company to raise a total of
$5,000,000 in new equity through a rights offering to all shareholders in
conjunction with which the Series E Preferred would either be exchanged for
common or redeemed and thus the Series E Preferred (but not the Warrants) would
be eliminated by the rights offering.
The Warrants were originally to be exercisable on the earlier of July
1, 1997 or 30 days after the rights offering. Due to an NASD requirement for
approval by the shareholders of the Series E Preferred and the Warrants,
however, the rights offering was postponed and was actually made on January 9,
1998 pursuant to a registration statement effective on December 31, 1997.
Exercisability of the Warrants was postponed as part of this approval process
until December 31, 1997 and then until one year after the February 10, 1998
conclusion of the rights offering.
In the rights offering, Mr. Barker purchased 196,486 shares of Common
Stock, his prorata share of the offering. This transaction was exempt from
Section 13(d) reporting by Section 13(d)(6)(A) of the 1934 Act, but was
reported on a Schedule 13G filing March 10, 1998 as was the conversion of
89,682 shares of Series E Preferred into 896,824 shares of Common Stock. The
transactions were also reported pursuant to Section 16(a) of the 1934 Act on a
Form 4.
The Warrants entitle the holder thereof to purchase ten shares of
Common Stock per Warrant for $1.50 per share, subject to adjustment in certain
events. The Warrants will expire, if not exercised, on June 30, 2003.
<PAGE> 5
CUSIP No. 025533100 Page 5 of 8 Pages
Oxbow Limited Liability Company ("Oxbow") purchased 200,000 shares of
the Company's Common Stock on the open market in December 1998. Mr. Barker
disclaims any beneficial ownership of those shares and is not a member of
Oxbow.
Item 2. Identity and Background.
Rotchford L. Barker
40 County Road 2AC
Cody, Wyoming 82414
Mr. Barker is an independent businessman and commodity trader and is a
director of the Company.
Oxbow Limited Liability Company
P.O. Box 2080
Cody, Wyoming 82414
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Barker used personal funds to acquire his shares reported herein.
Oxbow used working capital to acquire its shares reported herein.
Item 4. Purpose of Transaction.
The shares to which this filing relate were acquired by Mr. Barker and
Oxbow for purposes of investment. Mr. Barker and Oxbow may acquire additional
securities of the issuer or dispose of securities of the Company, although they
have no current definitive plans to do so.
Mr. Barker and Oxbow have no current plans or proposals relating
to or that would result in:
(i) an extraordinary corporate transaction such as a merger,
reorganization or liquidation involving the Company or any of its
subsidiaries;
(ii) a sale or transfer of a material amount of assets of the Company
or any of its subsidiaries;
(iii) any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
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CUSIP No. 025533100 Page 6 of 8 Pages
(iv) any material change in the present capitalization or dividend
policy of the Company;
(v) any other material change in the Company's business or corporate
structure;
(vi) any changes in the Company's charter, by-laws, or other
instruments or other actions which may impede the acquisition of
control of the Company by any person;
(vii) causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a national
securities association;
(viii) causing any class of securities of the Company to become eligible
for termination of registration pursuant to Section 12(g)(4)
of the Act; or
(ix) any action similar to any of those enumerated above.
Item 5. Interest and Securities of the Issuer.
(a) The aggregate number and percentage of the class of securities
identified pursuant to Item 1 beneficially owned by the reporting
person is as follows:
<TABLE>
<CAPTION>
Name Number of Shares Percentage
- --------------------------------------------------------------------------------
<S> <C> <C>
Rotchford L. Barker 3,163,805 20.7%
Oxbow 200,000 1.5%
</TABLE>
This amount includes (i) 1,407,631 shares of Common Stock; (ii) 3,157.89 shares
of Series D Preferred Stock, which, based on the current conversion rate
applicable to the Series D Preferred Stock of 15.88 (this rate is subject to
quarterly changes in cumulative unpaid dividends), could be converted into
50,147.29 shares of Common Stock at the option of the holder without any
additional consideration; (iii) 31,579 Series D Warrants, which could be
exercised at any time for 1.22 shares of Common Stock each at $4.75 per share
(total exercise price of $183,000.31); (iv) 165,000 Series E Warrants which
could be exercised at any time for 10 shares of Common Stock each at $1.50 per
share (total exercise price of $2,475,000) for a total of 1,650,000 shares of
Common Stock and (v) directors' options, which could be exercised at any time,
to acquire 7,500 shares of Common Stock for $2.25 per share
<PAGE> 7
CUSIP No. 025533100 Page 7 of 8 Pages
(total exercise price $16,875), and 10,000 shares of Common Stock for $1.469
per share (total exercise price $14,690). If only shares of Common Stock
currently owned by Mr. Barker are considered, the number of shares and
percentage of class would be 1,407,631, and 10.4%, respectively.
Oxbow is a Wyoming limited liability company organized and owned by Barbara J.
Wilkerson (70%), Jason C. Barker (10%), Brett G. Barker (10%) and Connie A.
Barker (10%). Ms. Wilkerson is Mr. Barker's secretary and Jason, Brett and
Connie are the adult children of Mr. Barker and do not reside with Mr. Barker.
Mr. Barker loaned Oxbow funds which it has employed as working capital. None
of Oxbow's assets, including its 200,000 shares of the Company's Common Stock,
secure the loan.
There is no express agreement between Mr. Barker and Oxbow or its members with
respect to the voting or disposition of their shares (or shares over which they
have voting or dispositive power), but Oxbow's shares have been included in
this Schedule 13D as a precautionary measure in the event that it and Mr.
Barker are deemed to be a "group" under Section 13(d)(3) of the Securities
Exchange Act of 1934. The inclusion of Oxbow's shares in this Schedule 13D
shall not be deemed an admission that Mr. Barker and Oxbow are acting as a
group.
(b) Mr. Barker has the sole power to vote or direct the vote of all the shares
owned by him individually. Oxbow has the sole power to vote or direct the vote
of all of the shares owned by it.
(c) A description of the transactions in the class of securities that were
effected during the past 60 days by any of the reporting persons, individually
or as trustee, are as follows:
On December 31, 1998, the Company issued to Mr. Barker 11,767 shares of Common
Stock as a director's fee at a value of $1.359 per share.
On January 4, 6 and 21, 1999 Mr. Barker purchased 10,000, 20,800 and 15,000
shares of Common Stock on the open market at $1.25 per share.
During December 1998 Oxbow purchased 200,000 shares of Common Stock on the open
market at prices between $1.37 and $1.49 per share.
Item 6. Contracts, Arrangements, Understandings or Relationships with
<PAGE> 8
CUSIP No. 025533100 Page 8 of 8 Pages
Respect to Securities of the Issuer.
The shares of Series D Preferred Stock and the Series D and Series E
Warrants were issued pursuant to agreements which granted the holders of such
securities certain rights, including "piggy-back" registration rights.
Item 7. Material to be Filed as Exhibits.
None.
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 19, 1999.
ROTCHFORD L. BARKER
/s/ Phillip K. Chattin
- -----------------------------------
by Phillip K. Chattin, Esq.
Attorney-in-Fact for Rotchford L. Barker
OXBOW LIMITED LIABILITY COMPANY
/s/ Phillip K. Chattin
- ------------------------------------
by Phillip K. Chattin, Esq.
Attorney-in-Fact for Oxbow
