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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)
Filed by the Registrant [xx]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[xx] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[xx] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
AMERICAN ECOLOGY CORPORATION
------------------------------------------------
(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):
[xx] No fee required
[ ] 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:
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4) Date Filed:
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[AMERICAN AMERICAN ECOLOGY CORPORATION [ECOL
ECOLOGY 805 W. Idaho, Suite 200 NASDAQ
CORPORATION Boise, Idaho 83702-8916 LISTED
LOGO] 208-331-8400 LOGO]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TIME 10:00 a.m. Central Standard Time on
Thursday, May 18, 2000
PLACE The Standard Club
Chicago Room, 4th Floor
320 S. Plymouth Court
Chicago, Illinois 60604
ITEMS OF BUSINESS (1) To elect all eight directors of the Board of
Directors to serve a one (1) year term.
(2) To ratify the selection of Balukoff, Lindstrom
& Co., P.A. as the Company's independent
auditors for the Company's fiscal year ending
December 31, 2000.
(3) To transact other business as may properly
come before the meeting or any adjournments
or postponements thereof.
RECORD DATE You are entitled to vote if you were a stockholder at
the close of business on March 24, 2000. A list of
shareholders will be available for inspection for a period of
10 days prior to the meeting at the Company's principal
office identified above and will also be available for
inspection at the meeting.
VOTING BY PROXY Please submit a proxy as soon as possible so that
your shares can be voted at the meeting in accordance with
your instructions. For specific instructions on
voting, please refer to the instructions on the proxy
card.
BY ORDER OF THE BOARD OF DIRECTORS
Jack K. Lemley
Chairman of the Board,
Chief Executive Officer and President
Boise, Idaho
April 06, 2000
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER
OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN
THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR
REPRESENTATION AT THE MEETING. A RETURN ENVELOPE (POSTAGE IS PREPAID IF MAILED
IN THE UNITED STATES) IS ENCLOSED FOR THAT PURPOSE. EVEN IF YOU HAVE GIVEN YOUR
PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING AND REVOKE YOUR
PROXY. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER,
BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU WILL NOT BE
PERMITTED TO VOTE IN PERSON AT THE MEETING UNLESS YOU FIRST OBTAIN A PROXY
ISSUED IN YOUR NAME FROM THE RECORD HOLDER.
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AMERICAN ECOLOGY CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 18, 2000
PROXY STATEMENT
----------------------------
This Proxy Statement relates to the Annual Meeting of Stockholders of American
Ecology Corporation, (the "Company"), a Delaware corporation, to be held on May
18, 2000, at 10:00 a.m., at the Standard Club in the Chicago Room 4th Floor, 320
S. Plymouth Court, Chicago, Illinois 60604, including any adjournments or
postponements thereof (the "Meeting"). This Proxy Statement, the accompanying
proxy card and the Company's Annual Report are first being mailed to
stockholders of the Company on or about April 16, 2000. 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. Holders of preferred stock of the Company do not have voting
rights with respect to the matters to be considered at the meeting.
The principal solicitation of proxies is being made by mail; however, additional
solicitation may be made by telephone, facsimile or personal visits by
directors, officers and regular employees of the Company and its subsidiaries,
who will not receive additional compensation. The Company has retained
ChaseMellon Shareholder Services, L.L.C. to aid in the solicitation of proxies.
Estimated fees expected to be incurred by the Company in this connection should
not 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 granting a proxy may 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. Any stockholder present at the
Meeting who expresses a desire to vote his/her shares in person may also revoke
his/her proxy. As to any matter for which no choice has been specified in a duly
executed proxy, the shares represented thereby will be voted FOR each proposal
listed herein and in the discretion of the persons named in the proxy in 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, 1999 is being furnished with this Proxy Statement to stockholders of record
on March 24, 2000. The Annual Report to Stockholders does not constitute a part
of the proxy solicitation material except as otherwise provided by the rules of
the Securities and Exchange Commission, or as expressly provided for herein.
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OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors of the Company fixed March 24, 2000 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 13,704,050 shares of
common stock issued, 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 (eight) 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 chooses. For a stockholder to exercise cumulative voting rights,
the stockholder must give notice of his or her intention to cumulatively vote
prior to the Meeting, or at the Meeting in person, prior to voting. If any
stockholder has given such notice, all stockholders may cumulatively vote. The
holders of proxies will have authority to cumulatively vote and allocate such
votes in their discretion to one or more of the director nominees. The holders
of the proxies solicited hereby do not, at this time, intend to cumulatively
vote the shares they represent, unless a stockholder indicates his intent to do
so, in which instance the proxy holders intend to cumulatively vote all the
shares they hold by proxy in favor of some or all of the director nominees
identified herein.
The holders of a majority of the outstanding shares of common stock on the
Record Date present at the Meeting in person or by proxy will constitute a
quorum for the transaction of business at the meeting. An affirmative vote of a
majority of the shares present and voting at the Meeting is required for
approval of all matters. 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, and thus,
have the effect of voting against a proposal, whereas broker non-votes are not
counted for purposes of determining whether a proposal has been approved, and
thus, have no effect.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Directors.
At the Meeting, eight directors are to be elected to hold office until the next
Annual Meeting of Stockholders or until the election and qualification of his or
her respective successor. It is the intention of the persons named in the proxy
to vote the proxies that are not marked to the contrary for the election as
directors of the persons named below as nominees. If any such nominee refuses or
is unable to serve as a director, the persons named as proxies may in their
discretion vote for any or all other persons who may be nominated. The eight
nominees receiving the greatest number of votes cast will be elected directors,
if each nominee receives at least a majority of the votes cast.
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Director nominees standing for election to serve until the 2000 Annual Meeting
are:
NAME AGE POSITION WITH COMPANY RESIDENCE DIRECTOR SINCE
- ---- --- --------------------- --------- --------------
Rotchford L. Barker 63 Director Cody, WY 1996
Paul C. Bergson 55 Director Washington, D.C. 1996
Keith D. Bronstein 50 Director Chicago, IL 1997
Patricia M. Eckert 52 Director San Francisco, CA 1995
Edward F. Heil 55 Director Miami Beach, FL 1994
Jack K. Lemley 65 Director, Chairman, Boise, ID 1992
Chief Executive Officer
and President
Paul F. Schutt 67 Director Norcross, GA 1994
John J. Scoville 64 Director Sebastopol, CA 1984
ROTCHFORD L. BARKER
- -------------------
Mr. Barker became a director in April 1996. Mr. Barker is an independent
businessperson 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 is also a director of Idacorp, an energy
services holding company that owns Idaho Power Company.
PAUL C. BERGSON
- ---------------
Mr. Bergson became a director of the Company in February 1996. Mr. Bergson is a
principal in Bergson & Company, a government relation-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 Advisers of the
Far East Studies Institute and serves on the boards of several philanthropic
organizations.
KEITH D. BRONSTEIN
- ------------------
Mr. Bronstein, a member of the Chicago Board of Trade and President of Tradelink
LLC, became a director in January 1997. Previously, he has served as a board
member of the American Cancer Society, as lay board member of The University of
Wisconsin Medical School, as a member of the Wisconsin Health Policy Board, and
is a trustee member of Highland Park Hospital & Lakeland Health Service. Mr.
Bronstein was a co-founder of S'Lil Pharmaceuticals, a bio-technology company
involved in early-stage discovery and development of pharmaceutical drugs.
PATRICIA M. ECKERT
- ------------------
Ms. Eckert currently practices law in California and is the owner of a
telecommunications and energy-consulting firm. Ms. Eckert formerly served as the
President of the California Public Utilities Commission and as a Commissioner
from 1989 to 1994.
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EDWARD F. HEIL
- --------------
Mr. Heil has been the Chairman of the Board of American Environmental
Construction Company for more than six years.
JACK K. LEMLEY
- --------------
Mr. Lemley is the Chairman of the Board, Chief Executive Officer, and President
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. that 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 Idacorp, an energy services holding
company that owns Idaho Power Company.
PAUL F. SCHUTT
- --------------
Mr. Schutt has been the Chief Executive Officer and a director of Nuclear Fuel
Services, Inc. for more than 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 Company.
JOHN J. SCOVILLE
- ----------------
Mr. 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.
The Company is not aware of any involvement in legal proceedings by its
directors or executive officers during the past five years that are material to
an evaluation of the ability or integrity of such director or executive officer.
There are no family relationships among the directors and executive officers of
the Company.
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MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES.
During the year ended December 31, 1999, the Board of Directors held six
meetings. All directors attended 75% or more of the aggregate of the meetings of
the Board and Committees on which they served held during the period for which
he or she was a Board or Committee member, respectively.
The Committees of the Board of Directors during 1999 were the Nominating,
Executive, Audit and Compensation Committees. The Finance Committee was
dissolved in early 1999, with the Executive Committee assuming the added
responsibilities of the Finance Committee.
The members of the Nominating Committee are Messrs. Lemley, Heil and Scoville.
Mr. Scoville is chairman. The Nominating Committee searches for and recommends
to the Board of Directors, qualified and experienced individuals to fill
vacancies and new director seats, upon expansion of the board. The Nominating
Committee did not meet during 1999, however a unanimous consent resolution was
executed about April 12,1999 for nominating the eight directors to stand for
election at the annual shareholders meeting which subsequently passed.
The members of the Executive Committee are Messrs. Lemley, Barker, Heil and
Bronstein. Mr. Lemley is chairman. Except 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 Company business. The Executive Committee met twice in 1999.
The members of the Audit Committee are Messrs. Bergson, Schutt, Scoville and Ms.
Eckert. Mr. Schutt is chairman. The Audit Committee reviews the proposed plan
and scope of the Company's annual audit as well as the result when it is
completed. The Committee reviews the services provided by the Company's
independent auditors and their fees. The Committee also meets with the Company's
financial personnel to assure the adequacy of the Company's accounting
principles, financial controls and policies. The Committee is also charged with
reviewing transactions that may present a conflict of interest on the part of
management or directors. The Audit Committee meets at least quarterly to review
the financial results, discuss the financial statements and make recommendations
to the Board. Other items of discussion will include the independent auditors'
recommendations for internal controls, adequacy of staff, and management's
performance concerning audit and financial controls. The Audit Committee met
four times in 1999.
The members of the Compensation Committee are Messrs. Barker, Bergson, Heil and
Schutt. The Compensation Committee makes recommendations concerning salaries and
incentive compensation, administers and approves stock options under the 1992
Employee and 1992 Directors stock option plans, determines compensation levels
and performs other functions regarding compensation as the Board may delegate.
Mr. Barker is chairman. The Compensation Committee met twice in 1999.
The members of the Finance Committee were Messrs. Barker, Bronstein, Heil and
Lemley. Mr. Bronstein was chairman. The Finance Committee met once prior to its
dissolution in early 1999.
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.
During 1999, no member of the Directors Compensation Committee was an officer or
employee of the Company or any of its subsidiaries, or had any other
relationship requiring disclosure by the Company under Item 404 of Securities
and Exchange Commission regulations.
During 1999, no executive officer of the Company served as:
o a member of the compensation committee (or other board committee performing
equivalent functions) of an unrelated entity, one of whose executive
officers served on the Directors Compensation Committee of the Company,
o a director of an unrelated entity, one of whose executive officers served
on the Directors Compensation Committee of the Company, or
o 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.
DIRECTORS' COMPENSATION.
Directors who are not employees of the Company or its subsidiaries receive an
annual fee of $16,000 payable quarterly, plus $1,333 for each special meeting
attended in person, which at the director's discretion is payable quarterly in
stock of the Company at its then market price. Directors who are employees of
the Company receive no additional compensation for their service as directors.
Mr. Lemley is the only director who is employed by the Company. All directors
are reimbursed for their travel and other expenses involved in attendance at
Board and committee meetings.
In addition, each non-employee director is granted a stock option to purchase
7,500 shares of the Company's common stock at the time of his or her initial
election to the Board. Upon each re-election to the Board, he or she is granted
a stock option to purchase 10,000 shares of the Company's common stock. The
grants are made in accordance with the terms of the Directors' 1992 Stock Option
Plan.
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PROPOSAL NO. 2
SELECTION OF AUDITORS
The Board of Directors has selected Balukoff, Lindstrom & Co., P.A. ("Balukoff,
Lindstrom"), as independent auditors for the Company's 2000 fiscal year.
Balukoff, Lindstrom has examined the financial statements of the Company for
each of its 1996-1999 fiscal years. Representatives of Balukoff, Lindstrom will
be present at the Annual Meeting, will have the opportunity to make a statement
if they so desire, and will be available to respond to appropriate questions.
Stockholder ratification of the selection of Balukoff, Lindstrom & Co., P.A. as
the Company's independent accountants is not required by the Company's Bylaws or
otherwise. However, the Board is submitting the selection of Balukoff, Lindstrom
to the stockholders for ratification as a matter of good corporate practice, and
recommends that the stockholders vote for approval. If the stockholders fail to
ratify the selection, the Board and the Audit Committee may reconsider whether
or not to retain that firm. Even if the selection is ratified, the Board and the
Audit Committee in their discretion may direct the appointment of a different
independent accounting firm at any time during the year if they determine that
such a change would be in the best interests of the Company and its
stockholders.
The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and entitled to vote at the meeting is requested
to ratify the selection of Balukoff, Lindstrom & Co., P.A. Abstentions will be
counted toward the tabulation of votes cast on this Proposal No. 2 and will have
the same effect as negative votes. Broker non-votes are counted towards a
quorum, but are not counted for any purpose in determining whether this matter
has been ratified.
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EXECUTIVE OFFICERS
NAME AND PRINCIPAL POSITION AGE CITY/STATE DIRECTOR/OFFICER
- --------------------------- --- ---------- ----------------
Jack K. Lemley 65 Boise, Idaho Director-1992
Chairman, Chief Executive Officer-1995
Officer and President
James R. Baumgardner 37 Boise, Idaho 1999
Senior Vice President
Chief Financial Officer
Zaki K. Naser 58 Boise, Idaho 1999
Executive Vice President
Operations Manager
Robert S. Thorn 77 Boise, Idaho 1996
Vice President
L. Gary Davis 46 Boise, Idaho 1996
Vice President
Stephen A. Romano 45 Boise, Idaho 1998
Vice President
Corporate Development
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JACK K. LEMLEY'S business biography is located in the section concerning
election of directors.
JAMES R. BAUMGARDNER, Senior Vice President and Chief Financial Officer. Mr.
Baumgardner joined the Company on November 1, 1999 as Senior Vice President and
Chief Financial Officer. From 1995 until joining the Company, Mr. Baumgardner
was the Corporate Treasurer of WaferTech and Symbios Logic, Inc., both large
manufacturing companies. From 1988 to 1995, Mr. Baumgardner was a Vice President
with Silicon Valley Bank and Commercial Lender with First Interstate Bank, where
he focused on commercial loans to high technology start-ups and turn-arounds.
Mr. Baumgardner holds both a BS and MBA from Oregon State University.
ZAKI K. NASER, Executive Vice President and Operations Manager. Mr. Naser was
appointed Executive Vice President and Operations Manager in September 1999. Mr.
Naser previously managed US Ecology's Beatty, Nevada hazardous waste treatment
and storage facility. Mr. Naser joined the Company in 1995. Prior to joining the
Company, Mr. Naser held various senior positions with Chemical Waste Management,
Laidlaw Environmental Services, and Control Systems. Mr. Naser holds an MS in
Analytical Chemistry from California Polytechnical University at Pomona.
ROBERT S. THORN served as a consultant to the Company from November 1995 to May
1996 when he accepted the position of Vice President, Administration and Chief
Accounting Officer. Prior to that time, Mr. Thorn served as a consultant with
Lemley and Associates, Inc., a consulting engineering firm, from 1994 to
November 1995. Mr. Thorn also served as U.K. Controls Director for
Transmanche-Link, J.V. which designed and built the tunnels and related
transportation infrastructure to provide train service between England and
France.
STEPHEN A. ROMANO, Vice President of Corporate Development, Mr. Romano has
served with the Company for 11 years in various positions of increasing
responsibility. He originally joined the Company to site and license the Ward
Valley, California disposal site. Prior to joining the Company, Mr. Romano held
various positions with the U.S. Nuclear Regulatory Commission, the State of
Wisconsin and EG&G. Mr. Romano holds both a BS and MBA from the University of
Wisconsin.
L. GARY DAVIS served as a consultant to the Company from December 1995 to May
1996 when he accepted the position of Assistant Controller and Director of
Audit. In July of 1999, he was appointed Vice-President and Corporate
Controller. Prior to joining the Company, he was Vice-President and Controller
of Micron Construction, a partially owned subsidiary of Micron Technology Inc.
Before this Mr. Davis served as Director of Finance and Administration for the
Environmental Services Group of Morrison-Knudsen Corporation from 1978 to 1993.
Mr. Davis holds a BA from Boise State University and is a Certified Public
Accountant.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.
Section 16 of the Securities Exchange Act of 1934 ("Section 16") requires that
reports of beneficial ownership of common stock and preferred stock and changes
in such ownership be filed with the Securities and Exchange Commission by
Section 16 "reporting persons" including directors, certain officers, holders of
more than 10% of the outstanding common stock or preferred stock, and certain
trusts of which reporting persons are trustees. The Company is required to
disclose in this proxy statement each reporting person whom it knows has failed
to file any required reports under Section 16 on a timely basis. Based solely
upon a review of copies of Section 16 reports furnished to the Company for the
year ended December 31, 1999 and written statements confirming that no other
reports were required, to the Company's knowledge, all Section 16 reporting
requirements applicable to known reporting persons were made timely throughout
the year except for, (i) the late filing by James Baumgardner of his initial
report on Form 3 which was filed on November 18, 1999 rather than on November
11, 1999 as required, (ii) the late filing by Messrs. Barker, Bergson,
Bronstein, Heil, Schutt, Scoville and Thorn and by Ms. Eckert of Form 5 showing
the director's and employees options granted to each of them in 1999, which
vested at the date of grant, which were filed on April 3, 2000 rather than on
February
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15, 2000 as required, (iii) the late filing by Mr. Naser of his initial
report on Form 3 which was filed on December 6, 1999, rather than on November
25, 1999 as required, (iv) the late filing by Messrs. Heil, Barker, Phillips,
Lemley and Scoville on Form 5 showing the expiration of their Series D warrants
which all filed on April 3, 2000, except for Mr. Phillips who filed on April 4,
2000, rather than on February 15, 2000 as required.
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EXECUTIVE COMPENSATION
The following table shows, for each of the three years ended December 31, 1999,
compensation awarded or paid to, or earned by the Company's Chief Executive
Officer and its other four most highly compensated executive officers and one
other officer at December 31, 1999 and for the prior two years in all
capacities.
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation(1) Compensation All Other
Name and Principal Position Year Salary Bonus Grant Options Compensation(2)
- ------------------------------ -------- -------- -------- -------- -------- ---------------
(shares)
Jack K. Lemley 1999 $155,769 -0- -0- -0- $ 23,174
Chairman, Chief Executive 1998 150,000 -0- -0- 424,922 21,866
Officer and President 1997 150,000 -0- $42,187 150,000 9,563
Zaki K. Naser 1999 $114,442 $21,662 -0- 4,500 $ 7,324
Executive Vice President 1998 84,020 28,604 -0- -0- -0-
Operations Manager 1997 84,231 25,684 -0- -0- -0-
James R. Baumgardner(3) 1999 $20,615 -0- -0- 50,000 -0-
Senior Vice President, 1998 -0- -0- -0- -0- -0-
Chief Financial Officer 1997 -0- -0- -0- -0- -0-
Stephen A. Romano 1999 $109,036 -0- -0- 1,500 -0-
Vice President 1998 34,065 -0- -0- -0- -0-
Corporate Development 1997 -0- -0- -0- -0- -0-
Robert S. Thorn 1999 $100,653 -0- -0- 3,000 -0-
Vice President 1998 95,000 -0- -0- 2,000 $ 2,030
1997 97,769 -0- -0- 10,000 $ 2,030
- ------------------------------ -------- -------- -------- -------- -------- --------
Joseph J. Nagel(4) 1999 $123,000 -0- -0- 15,000 $ 23,077
President and 1998 118,654 -0- -0- 10,000 $ 4,539
Chief Operating Officer 1997 93,461 -0- -0- 10,000 $ 3,392
- ----------
(1) Includes dollar value base salary earned by the named executive officer
during the fiscal year ending December 31, 1999 as permitted by rules
established by the SEC. The Company had 53 pay periods in 1999.
(2) Includes the amount of premium paid by the Company for group term life
insurance with benefits for each named executive officer, and the amount of the
Company's matching contribution under the Company's 401(k) Savings Plan and the
Company's Retirement Plan, and in the case of Mr. Lemley, the premium paid on a
split benefit whole life insurance policy and automobile lease, while others
have housing or miscellaneous compensation.
(3) Mr. Baumgardner joined the Company on November 1, 1999 with an annual salary
of $134,000.
(4) Mr. Nagel resigned during the quarter ending September 30, 1999. Mr. Nagel
then entered into a consultant agreement where he provided services to the
Company for about sixty days. His reportable salary would place him in the group
of four highest paid executive officers.
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The Company, on a discretionary basis, may grant options to its executive
officers under the 1992 amended and restated stock option plan. As of December
31, 1999, options to purchase 667,000 shares were outstanding with 633,000
shares remaining available for grant. Under the 1998 Employee Stock Option Plan,
260,000 shares were still outstanding at December 31, 1999 all other options
expired. The following table provides information concerning 1999 stock option
grants to the Company's executive officers.
1999 Option Grants
Individual Grants Potential Realizable Value at Assumed
Annual Rates of Stock Price
Number of Percent of Appreciation for Option Term
Securities all Options 5% 10%
Underlying Granted to Exercise Stock Stock
Name Options(5) Employees Price Expires Price Value Price Value
- ---- ---------- ----------- -------- ------- ------ ------- ------ -------
Jack K. Lemley -0- -0- -0- -0- -0- -0- -0- -0-
James R. Baumgardner 10,000 10 $1.25 11/01/04 $1.60 $ 3,454 $2.01 $ 7,631
James R. Baumgardner 10,000 10 $3.00 11/01/04 $1.60 $ 0 $2.01 $ 0
James R. Baumgardner 10,000 10 $3.50 11/01/04 $1.60 $ 0 $2.01 $ 0
James R. Baumgardner 20,000 20 $5.00 11/01/04 $1.60 $ 0 $2.01 $ 0
Zaki K. Naser 4,500 4.5 $1.94 3/01/09 $3.16 $ 5,490 $5.03 $13,913
Stephen A. Romano 1,500 1.5 $1.94 3/01/09 $3.16 $1,830 $5.03 $ 4,635
Robert S. Thorn 3,000 3 $1.94 3/01/09 $3.16 $ 3,660 $5.03 $ 9,275
L. Gary Davis 3,000 3 $1.94 3/01/09 $3.16 $ 3,660 $5.03 $ 9,275
Joseph J. Nagel 15,000 15 $1.94 3/01/09 $3.16 $18,300 $5.03 $46,378
The following table provides information concerning executive officers' stock
options exercised in 1999 and those remaining outstanding at the end of 1999.
AGGREGATED OPTION EXERCISES IN 1999 AND YEAR-END VALUES
Number of Shares Value of Unexercised
Shares Underlying Unexercised In-the-Money Options(6)
Acquired on Value Options at Fiscal Year-End
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ------------------------- ----------- -------- ----------- ------------- ----------- -------------
Jack K. Lemley -0- N/A 758,400 100,000 $265,576 -0-
James R. Baumgardner -0- N/A 50,000 -0- 4,400 -0-
Zaki K. Naser -0- N/A 6,300 7,500 792 528
Robert S. Thorn -0- N/A 11,700 800 528 352
L. Gary Davis -0- N/A 3,900 600 396 264
Stephen A. Romano -0- N/A 14,000 7,500 -0- -0-
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(5) All options granted were exercisable as of the option grant date which was
November 1, 1999 as to Mr. Baumgardner and March 1, 1999 as to Messrs. Naser,
Romano, Thorn, Davis and Nagel.
(6) A stock option is considered to be "in-the-money" if the price of the
related stock is higher than the exercise price of the option. The closing
market price of the Company's common stock was $1.69 per share on the NASDAQ
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COMPENSATION COMMITTEE REPORT.
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. The
Committee also reviews and approves the Company's compensation and benefit plans
and administers the key employee and executive officer 1992 Stock Option Plan.
This Report describes the basis on which the Compensation Committee with respect
to the executive officers of the Company made the 1999 compensation
determinations.
The Company believes that executive compensation should reflect value created
for stockholders in furtherance of the Company's strategic goals. The following
objectives are among those utilized by the Compensation Committee:
1. Executive compensation should be meaningfully related to 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.
4. Short and long term executive compensation are critical factors in
attracting and retaining well-qualified executives.
Currently the Company has 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 compensation program to ensure that they are consistent with
the Company's objectives. In February 2000, the Committee agreed that a new
incentive program was to be released that would reward all Company employees
with stock options if certain milestones were met compared to the financial
budget. Details of this plan will be released sometime in the year 2000.
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, (ii) the
particular executive officer's specific experience and responsibilities, and
(iii) the performance of such executive officer in those areas of
responsibility. The base salaries for 1999 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. During 1999, Jack K. Lemley,
the Chief Executive Officer of the Company, received a base salary of $155,769,
which the Committee believes to be below the average of the base salary for
chief executive officers with comparable qualifications, experience and
responsibilities of other companies in the environmental industry.
ANNUAL INCENTIVES -- The bonus program in effect during 1999 provided direct
financial incentives to select individuals in the form of a cash bonus for
exceeding the Company's goals or for outstanding performance. The Committee
awarded cash bonuses based on the performance of the Company relative to its
budgeted net income for the fiscal year end, and other pertinent absolute and
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relative criteria. There was only one cash bonus paid an executive officer, Zaki
K. Naser, for an incentive on advancement of sales in a period before he became
an executive officer of the Company in 1999. Beginning with year 2000, the
committee intends to finalize the plan for stock option bonuses to replace the
cash bonus plan and provide all non-union employees an incentive and better
aligning the employees interests with those of the shareholders. The details of
this plan are still under development.
Long-Term Incentives -- The stock option program is the Company's long-term
incentive plan for executive officers and key employees. 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 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 no less than the market value on the
grant date, and will only have value if the Company's stock price increases
above the grant price. During 1999, the Company granted no options to Mr.
Lemley. Other employees were granted options to purchase 100,000 shares of the
Company's common stock at prices ranging from $1.25 to $5.00 per share.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth, as of March 10, 2000, the beneficial ownership
(as defined in the rules of the Securities and Exchange Commission) of the
Company's common stock by (a) beneficial owners of more than five percent; and
(b) beneficial ownership of management. Unless otherwise noted, each beneficial
owner identified has sole voting and investment power with respect to the shares
indicated.
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(a) BENEFICIAL OWNERS
Name and Address Number of Shares Percent of
of Beneficial Owner Beneficially Owned Class
------------------- ------------------ ----------
Edward F. Heil(7)........................... 4,978,795 32.68%
8052 Fisher Island Drive
Fisher Island, FL 33109
Rotchford L. Barker(8)...................... 3,162,545 20.50%
40 County Road 2AC
Cody, Wyoming 82414
Harry J. Phillips, Jr.(9)................... 2,717,651 18.93%
3 Riverway, Suite 170
Houston, Texas 77056
Jack K. Lemley(10).......................... 1,005,491 6.91%
805 West Idaho, Suite 200
Boise, Idaho 83702
Fayez Sarofim(11)........................... 878,947 6.41%
Fayez Sarofim & Co.
2907 Two Houston Center
Houston, Texas 77010
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(7) Pursuant to a Schedule 13-D/A filing on February 18, 1999, Mr. Heil reported
that 2,808,874 shares of common stock were beneficially owned individually by
Mr. Heil and 629,460 shares are beneficially owned by Mr. Heil in his capacity
as trustee of a trust. In a subsequent Form 4, Mr. Heil reported the acquisition
of an additional 7,846 common shares. Also included in the table are 57,500
shares subject to option, 475,115 shares of common stock if 35,245.90 Series D
Preferred stock is converted and 1,000,000 shares of common stock if 100,000
Series E Warrants are exercised.
(8) Pursuant to a Form 4 filing on February 10, 2000, Mr. Barker reported
beneficial shares owned including 1,442,477 shares of common stock. The shares
in the table also include 42,568 common shares if 3,157.89 shares of Series D
preferred is converted, 1,650,000 common shares if 165,000 Series E Warrants
are exercised, and 27,500 options.
(9) Pursuant to a Schedule 13-D/A filing on February 16, 1996, Mr. Phillips
reported that he may be deemed the beneficial owner of 952,608 shares of common
stock in his name, 1,110,206 shares of common stock owned of record by ECOL
Partners II, ltd. ("Ecol Partners II") and 2,352 shares owned of record by
Phillips Investments, Inc. As a sole shareholder of Phillips Investments, Inc.,
which is the 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. In addition, Mr. Phillips owns 48,403.90 shares of Series D
Preferred stock, which may be converted into 652,485 shares of common stock.
(10) Mr. Lemley's beneficial shares include 150,000 shares of common stock
owned by him and 15,500 shares owned by his wife, and 839,991 derivative
shares. The derivative shares include 81,591 common shares if 6,052.71 shares
of Series D preferred is converted, and 758,400 options exercisable within
60 days.
(11) Pursuant to a Schedule 13-G/A filing on February 15, 2000, Fayez Sarofim &
Co., a registered investment advisor and Mr. Fayez Sarofim reported that they
may be deemed the beneficial owner of an aggregate 878,947 shares of the
Company.
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(b) DIRECTORS AND EXECUTIVE OFFICERS
Amount And Nature Of
Name Of Beneficial Owner Beneficial Ownership Percent Of Class
------------------------ -------------------- ----------------
DIRECTORS
Rotchford L. Barker 3,162,545 20.50
Paul C. Bergson(12) 252,359 1.82
Keith D. Bronstein(13) 580,807 4.15
Patricia M. Eckert(14) 55,346 *
Edward F. Heil 4,978,795 32.68
Jack K. Lemley 1,005,491 6.91
Paul F. Schutt(15) 294,657 2.12
John J. Scoville(16) 104,023 *
EXECUTIVE OFFICERS
James R. Baumgardner(17) 65,000 *
Zaki K. Naser(18) 6,300 *
Robert S. Thorn(19) 18,300 *
L. Gary Davis(20) 5,694 *
Stephen A. Romano(21) 35,200 *
All directors and executive officers
as a group 10,564,517 56.69%
*indicates less than 1%
- ----------
(12) Mr. Bergson's beneficial ownership includes 104,859 shares of common stock,
47,500 options and 10,000 Series E Warrants exercisable for 100,000 shares of
common stock.
(13) Mr. Bronstein's beneficial ownership includes 293,307 shares of common
stock, 37,500 options and 25,000 Series E Warrants exercisable for 250,000
shares of common stock.
(14) Ms. Eckert's beneficial ownership includes 12,846 shares of common stock
and 42,500 options.
(15) Mr. Schutt's beneficial ownership includes 102,293 shares of common stock
and 37,500 options held by him and 90,653 shares held by Nuclear Fuel
Services, Inc., and 64,211 shares of 52,632 Series D Warrants are exercised.
Mr. Schutt, as the chief executive officer of Nuclear Fuel Services, Inc.,
shares voting and investment power over the securities held by it.
(16) Mr. Scoville's beneficial ownership includes 22,171 shares of common stock,
70,500 options, 11,352 shares if 842.11 shares of Series D preferred are
converted.
(17) Mr. Baumgardner's beneficial ownership includes 15,000 shares of common
stock purchased prior to employment and 50,000 options by grant.
(18) Mr. Naser's beneficial ownership includes 6,300 options.
(19) Mr. Thorn's beneficial ownership includes 6,600 shares of common stock and
11,700 options.
(20) Mr. Davis' beneficial ownership includes 1,794 shares of common stock and
3,900 options.
(21) Mr. Romano's beneficial ownership includes 21,200 shares of common stock
and 14,000 options.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 1999 the Company had no relationships or related transactions with its
officers, directors or securities holders of more than five percent that would
require disclosure under Securities and Exchange Commission Regulation S-K, Item
404.
STOCK PERFORMANCE(22)
The following graph compares the most recent five-year market-value performance
of the Company's common stock to the NASDAQ's US and Foreign Stock Index, and a
hazardous waste industry peer group(23) 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.
[insert proxgrph.xls here]
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(22) 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 with the SEC
except as specifically provided otherwise or to the extent required by Item 402
of Regulation S-K.
(23) The companies which make up the Company's peer group are: 3CI Complete
Compliance Corp.: Allied Waste; Clean Harbors, Inc.; Metalclad Corp.; Perma-Fix
Environmental Services, Inc.' Safety Kleen Corp.; and Waste Masters, Inc.
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STOCKHOLDER PROPOSALS AT THE NEXT
ANNUAL MEETING OF STOCKHOLDERS
The Company must receive stockholder proposals submitted for inclusion in the
Company's 2001 proxy materials and consideration at the 2001 annual meeting of
stockholders no later than December 13, 2000. 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 and Board of Directors of the Company know of no other matters
that 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.
A copy of the Company's Annual report on Form 10-K for the fiscal year ended
December 31, 1999, as filed with the SEC, excluding exhibits, may be obtained by
stockholders without charge by written request addressed to Investor Relations,
805 W. Idaho Street, Boise, Idaho 83702 or may be accessed on the Internet at:
http://www.americanecology.com.
American Ecology Corporation
Jack K. Lemley
Chairman of the Board,
Chief Executive Officer and President
[AMERICAN ECOLOGY CORPORATION LOGO]
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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 James R. Baumgardner 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 18, 2000, 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 VOTED
FOR PROPOSALS 1 AND 2, AND IN ACCORDANCE WITH THE JUDGMENT OF THE PROXY WITH
RESPECT TO ANY OTHER BUSINESS PROPERLY BEFORE THE MEETING.
(Continued and to be SIGNED on the reverse side)
-- FOLD AND DETACH HERE --