-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WtXUnqsI2JY2Ij6ytYFMTfIZn72lrFQynsE/fDLl3xKkRwaK6cbv45TIsMkI93fR I7UVyb9knEX7HN6vP+uQYQ== 0000897069-02-000340.txt : 20020502 0000897069-02-000340.hdr.sgml : 20020501 ACCESSION NUMBER: 0000897069-02-000340 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020502 GROUP MEMBERS: BARBARA K. WILKERSON GROUP MEMBERS: BRETT BARKER GROUP MEMBERS: CONNIE BARKER GROUP MEMBERS: JASON BARKER GROUP MEMBERS: JERRY SCOVILLE GROUP MEMBERS: KEITH BRONSTEIN GROUP MEMBERS: OXBOW LIMITED LIABILITY COMPANY GROUP MEMBERS: ROGER HICKEY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN ECOLOGY CORP CENTRAL INDEX KEY: 0000742126 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 953889638 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35732 FILM NUMBER: 02630923 BUSINESS ADDRESS: STREET 1: 805 W IDAHO STREET 2: STE 200 CITY: BOSIE STATE: ID ZIP: 83702 BUSINESS PHONE: 2083318400 MAIL ADDRESS: STREET 1: 805 W IDAHO STREET 2: STE 200 CITY: BOISE STATE: ID ZIP: 83702 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BARKER ROTCHFORD D CENTRAL INDEX KEY: 0001058414 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 40 COUNTY ROAD 2 A C CITY: CODY STATE: WY ZIP: 82414 BUSINESS PHONE: 3075277401 MAIL ADDRESS: STREET 1: 40 COUNTY ROAD 2 A C CITY: CODY STATE: WY ZIP: 82414 SC 13D/A 1 pdm316a.txt SCHEDULE 13D AMENDMENT 2 CUSIP No. 02553310 Page 1 of 24 Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20552 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) AMERICAN ECOLOGY CORPORATION (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 02553310 (CUSIP Number) Mr. Phillip Goldberg Foley & Lardner One IBM Plaza Suite 3300 330 North Wabash Avenue Chicago, IL 60611-3608 (312) 755-1900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 24, 2002 (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 [ ]. CUSIP No. 02553310 Page 2 of 24 Pages ================================================================================ 1 NAME OF REPORTING PERSON Rotchford L. Barker - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X| (b)[ ] - -------------------------------------------------------------------------------- 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 USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 3,221,658 ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 3,221,658 ------------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,993,537 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 26.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ CUSIP No. 02553310 Page 3 of 24 Pages ================================================================================ 1 NAME OF REPORTING PERSON Roger Hickey - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X| (b)[ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF, OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 66,100 ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 66,100 ------------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,993,537 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 26.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ CUSIP No. 02553310 Page 4 of 24 Pages ================================================================================ 1 NAME OF REPORTING PERSON Keith Bronstein - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X| (b)[ ] - -------------------------------------------------------------------------------- 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 USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 624,966 ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 624,966 ------------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,993,537 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 26.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ CUSIP No. 02553310 Page 5 of 24 Pages ================================================================================ 1 NAME OF REPORTING PERSON Jerry Scoville - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)| | (b)[ ] - -------------------------------------------------------------------------------- 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 USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 83,013 ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 83,013 ------------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 83,013 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | | - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ CUSIP No. 02553310 Page 6 of 24 Pages ================================================================================ 1 NAME OF REPORTING PERSON Oxbow Limited Liability Company - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X| (b)[ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 200,000 ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 200,000 ------------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.45% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO ================================================================================ CUSIP No. 02553310 Page 7 of 24 Pages ================================================================================ 1 NAME OF REPORTING PERSON Barbara K. Wilkerson - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X| (b)[ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 200,000 ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 ------------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 200,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.45% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ CUSIP No. 02553310 Page 8 of 24 Pages ================================================================================ 1 NAME OF REPORTING PERSON Connie Barker - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X| (b)[ ] - -------------------------------------------------------------------------------- 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 USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 12,000 ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 200,000 ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 12,000 ------------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 200,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 212,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ CUSIP No. 02553310 Page 9 of 24 Pages ================================================================================ 1 NAME OF REPORTING PERSON Brett Barker - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X| (b)[ ] - -------------------------------------------------------------------------------- 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 USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 20,550 ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 200,000 ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 20,550 ------------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 200,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 220,550 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ CUSIP No. 02553310 Page 10 of 24 Pages ================================================================================ 1 NAME OF REPORTING PERSON Jason Barker - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X| (b)[ ] - -------------------------------------------------------------------------------- 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 USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 29,600 ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 200,000 ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 29,600 ------------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 200,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 229,600 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ CUSIP No. 02553310 Page 11 of 24 Pages Item 1. Security and Issuer This Schedule 13D is Amendment No. 2 to a Schedule 13D earlier filed by the same entities (as earlier amended, the "Original 13D"). This Schedule 13D is being filed jointly by Rotchford L. Barker, Roger Hickey, Keith Bronstein, Jerry Scoville, Oxbow Limited Liability Company ("Oxbow"), Barbara J. Wilkerson, Connie Barker, Brett Barker and Jason Barker. All of the filers of this Schedule 13D except for Mr. Scoville are collectively the "Group." As of the date of this Schedule 13D, Mr. Scoville is no longer a member of the group formed by the other filers of this Schedule 13D. Oxbow, Ms. Wilkerson, Ms. Barker, Brett Barker and Jason Barker, pursuant to Rule 13d-4 promulgated under the Securities Exchange Act of 1934, as amended, disclaim beneficial ownership of the securities beneficially owned by the other members of the Group, and the other members of the Group similarly disclaim beneficial ownership of the shares of Common Stock beneficially owned by Oxbow, Ms. Wilkerson, Ms. Barker, Brett Barker and Jason Barker. This Schedule 13D relates to the common stock ("Common Stock") of American Ecology Corporation (the "Company" or "American Ecology"). The address of the principal executive offices of the Company is 805 W. Idaho, Suite #200, Boise, ID 83702. The joint filing agreement of the members of the Group is attached as Exhibit 1. Item 2. Identity and Background (a)-(c) This statement is filed by Mr. Barker, Mr. Hickey and Mr. Bronstein with respect to the shares of Common Stock beneficially owned by them, as follows: (1) 3,221,658 shares of Common Stock held by Mr. Barker in his name, consisting of: (A) 2,171,000 shares of Common Stock held in the name of Mr. Barker; (B) currently exercisable options held by Mr. Barker to purchase 47,500 shares of Common Stock; (C) 3,158 Series D Preferred Shares held by Mr. Barker, currently convertible into 3,158 shares of Common Stock; and (D) 1,000,000 Series E Warrants held in the name of Mr. Barker, currently exercisable for 1,000,000 shares of Common Stock. (2) 66,100 shares of Common Stock held by Mr. Hickey in his name, in part for himself and in part on behalf of certain of his minor children; and (3) 620,566 shares of Common Stock held by Mr. Bronstein in his name, consisting of: (A) 365,566 shares of Common Stock held in the name of Mr. Bronstein; (B) 250,000 Series E Warrants held in the name of Mr. Bronstein, currently exercisable for 250,000 shares of Common Stock; and (C) 7,200 shares of Common Stock held in the name of Tradelink L.L.C., with respect to which Mr. Bronstein has sole voting and dispositive power. This statement is filed by Oxbow, Ms. Wilkerson, Ms. Barker, Brett Barker and Jason Barker with respect to the 200,000 shares of Common Stock held in the name of Oxbow, a CUSIP No. 02553310 Page 12 of 24 Pages limited liability company which the four of them control and therefore they may be deemed to share voting and dispositive power over shares of Common Stock held in the name of Oxbow. This statement is also filed by Connie Barker with respect to 12,000 shares of Common Stock held in her name; by Brett Barker with respect to 20,550 shares of Common Stock held in his name; and by Jason Barker with respect to 29,600 shares of Common Stock held in his name. Ms. Barker is the daughter of Mr. Barker L. Barker. Brett Barker and Jason Barker are the sons of Mr. Barker L. Barker. The business address of Mr. Barker is 40 County Road 2AC, Cody, Wyoming 82414. The principal employment of Mr. Barker is as an independent businessman and commodity trader. Mr. Barker is a director of the Company. The business address of Mr. Hickey is 140 S. Dearborn St., Suite 1500, Chicago, Illinois 60603. The principal employment of Mr. Hickey is as President of Chicago Partners, LLC. The business address of Mr. Bronstein is 200 West Jackson Blvd., Suite 2300, Chicago, Illinois 60606. The principal employment of Mr. Bronstein is as President of Tradelink L.L.C. The business address of Mr. Scoville is 4048 El Molino Lane, Sebastopol, CA 95472. The principal employment of Mr. Scoville is as President of J.J. Scoville and Associates, Inc., a nuclear consulting firm. The business address of Oxbow is 40 County Road 2AC, Cody, Wyoming 82414. The business address of Ms. Wilkerson is 6 Bohica Lane, Cody, Wyoming 82414 and her principal employment is administrative work with Oxbow. The business address of Ms. Barker is 6 Orchard Lane, Golf, Illinois and her principal employment is as a teacher. The business address of Brett Barker is 1440 N. Kingsbury, Chicago, Illinois and his principal employment is as a self-employed businessman. The business address of Jason Barker is 1440 N. Kingsbury, Chicago, Illinois and his principal employment is as a self-employed businessman. (d) During the past five years, no member of the Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, no member of the Group has 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 violation with respect to such laws. (f) All of the individuals who are members of the Group are citizens of the United States. Item 3. Source and Amount of Funds or Other Consideration In aggregate, members of the Group collectively beneficially own 4,172,674 shares of Common Stock. The amount of funds expended to date by Mr. Barker to acquire the 3,221,658 shares of Common Stock he holds in his name is $2,730,543. Such funds were provided from Mr. CUSIP No. 02553310 Page 13 of 24 Pages Barker's personal funds. Certain of the shares of Common Stock held by Mr. Bronstein were received as director compensation. The amount of funds expended to date by Mr. Hickey to acquire the 66,100 shares of Common Stock he holds in his name is approximately $123,824. Such funds were provided from Mr. Hickey's personal funds. The amount of funds expended to date by Mr. Bronstein to acquire the 611,166 shares of Common Stock he holds in his name and the 7,200 shares of Common Stock he holds in the name of Tradelink L.L.C. is approximately $348,682. Certain of the shares of Common Stock held by Mr. Bronstein were received as director compensation. Such funds were provided from Mr. Bronstein's personal funds. The amount of funds expended to date by Oxbow to acquire the 200,000 shares of Common Stock it beneficially owns is $200,000. Such funds were borrowed from Mr. Barker. The amount of funds expended to date by Connie Barker to acquire the 12,000 shares of Common Stock she owns in her name is $33,000. The amount of funds expended to date by Brett Barker to acquire the 20,550 shares of Common Stock he owns in his name is $44,439. The amount of funds expended to date by Jason Barker to acquire the 29,600 shares of Common Stock he owns in his name is $51,800. Item 4. Purpose of Transaction The purpose of the acquisition of the shares of Common Stock by members of the Group is to profit from appreciation in the market price of the Common Stock. As described in the Original 13D, members have taken action that relates to control of the Company. On April 15, 2002, Mr. Barker sent a letter to the Company relating to the 2002 Annual Meeting. A copy of that letter is attached as Exhibit 2. On April 22, Mr. Barker sent a letter to the company demanding a stockholder list. A copy of that letter is attached as Exhibit 3. On April 23, at a special meeting of the Company's Board of Directors attended by Mr. Barker and Mr. Bronstein, the Board of Directors unanimously voted to change the slate of directors earlier nominated by the Board of Directors for election at the 2002 Annual Meeting of the Company. Mr. Bronstein and Mr. Hickey were nominated for election as directors by the Board of Directors and certain current members of the Board of Directors were not nominated for re-election. John Couzens was also nominated for election as a director with the approval of the members of the Group. As of April 23, 2002, Mr. Barker, Mr. Bronstein and Edward F. Heil, a current director of the Company, entered into an agreement, pursuant to which Mr. Barker and Mr. Bronstein agreed to vote for the slate of directors nominated by the Board of Directors. A copy of that agreement is attached as Exhibit 4. Members of the Group may make further purchases of shares of Common Stock. Members of the Group may dispose of any or all the shares of Common Stock held by them, although they have no current intention to do so. To the extent the actions described herein may be deemed to constitute a "control purpose" with respect to the Securities Exchange Act of 1934, as amended, and the regulations thereunder, the Group has such a purpose. Except as noted in CUSIP No. 02553310 Page 14 of 24 Pages this Schedule 13D, no member of the Group has any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D. Such individuals may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto. Item 5. Interest in Securities of the Company The percentages used in this Schedule 13D are calculated based upon the number of outstanding shares of Common Stock, 13,766,485, reported as the number of outstanding shares as of March 22, 2002, on the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001. All purchases and sales of Common Stock reported herein were made in open market transactions on Nasdaq. (A) Rotchford L. Barker (a)-(b) See cover page. (c) Mr. Barker has made no purchases or sales of Common Stock since the Original 13D. (B) Roger Hickey (a)-(b) See cover page. (c) Mr. Hickey has made no purchases or sales of Common Stock since the Original 13D. (d) Not applicable. (C) Keith Bronstein (a)-(b) See cover page. (c) Mr. Bronstein has made no purchases or sales of Common Stock since the Original 13D. (d) Not applicable. (D) Jerry Scoville (a)-(b) See cover page. (c) Mr. Scoville has made no purchases or sales of Common Stock during the past 60 days. CUSIP No. 02553310 Page 15 of 24 Pages (d) Not applicable. (e) As of April 25, 2002, Mr. Scoville ceased being a member of the Group and ceased being a beneficial owner of more than 5% of the Common Stock. (E) Oxbow Limited Liability Company (a)-(b) See cover page. (c) Oxbow has made no purchases or sales of Common Stock during the past 60 days. (d) Each of Barbara J. Wilkerson, Connie Barker, Brett Barker and Jason Barker is a member of and shares control with respect to Oxbow and shares voting and dispositive power with respect to the shares of Common Stock beneficially owned by Oxbow. (F) Barbara J. Wilkerson (a)-(b) See cover page. (c) Ms. Wilkerson has made no purchases or sales of Common Stock during the past 60 days. (d) Each of Barbara J. Wilkerson, Connie Barker, Brett Barker and Jason Barker is a member of and shares control with respect to Oxbow and shares voting and dispositive power with respect to the shares of Common Stock beneficially owned by Oxbow. (G) Connie Barker (a)-(b) See cover page. (c) Ms. Barker has made no purchases or sales of Common Stock during the past 60 days. (d) Each of Barbara J. Wilkerson, Connie Barker, Brett Barker and Jason Barker is a member of and shares control with respect to Oxbow and shares voting and dispositive power with respect to the shares of Common Stock beneficially owned by Oxbow. (H) Brett Barker (a)-(b) See cover page. CUSIP No. 02553310 Page 16 of 24 Pages (c) Brett Barker has made no purchases or sales of Common Stock during the past 60 days. (d) Each of Barbara J. Wilkerson, Connie Barker, Brett Barker and Jason Barker is a member of and shares control with respect to Oxbow and shares voting and dispositive power with respect to the shares of Common Stock beneficially owned by Oxbow. (I) Jason Barker (a)-(b) See cover page. (c) Jason Barker has made no purchases or sales of Common Stock during the past 60 days. (d) Each of Barbara J. Wilkerson, Connie Barker, Brett Barker and Jason Barker is a member of and shares control with respect to Oxbow and shares voting and dispositive power with respect to the shares of Common Stock beneficially owned by Oxbow. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company. Other than the Joint Filing Agreement filed as Exhibit 1 to this filing, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finders' fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or losses, or the giving or withholding of proxies, except for sharing of profits, as described below. Item 7. Material to be Filed as Exhibits No. Description --- ----------- 1 Joint Filing Agreement.* 2 Letter from Mr. Barker to the Company, dated April 15, 2002.* 3 Letter from Mr. Barker to the Company, dated April 22, 2002. 4 Agreement among the Company, Mr. Barker, Mr. Bronstein and Mr. Heil, dated April 23, 2002. - ------------------ Filed as part of the Original 13D. CUSIP No. 02553310 Page 17 of 24 Pages 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: April 30, 2002 - -------------------------------------------- By: /s/ Rotchford L. Barker Rotchford L. Barker - -------------------------------------------- By: /s/ Roger Hickey Roger Hickey - -------------------------------------------- By: /s/ Keith Bronstein Keith Bronstein - -------------------------------------------- By: /s/ Barbara Wilkerson Barbara J. Wilkerson - -------------------------------------------- By: /s/ Jason Barker Jason Barker - -------------------------------------------- By: /s/ Brett Barker Brett Barker - -------------------------------------------- By: /s/ Connie Barker Connie Barker - -------------------------------------------- OXBOW CAPITAL LLC By: /s/ Barbara Wilkerson - -------------------------------------------- CUSIP No. 02553310 Page 18 of 24 Pages - -------------------------------------------- By: /s/ Jerry Scoville Jerry Scoville - -------------------------------------------- EX-99.3 3 pdm316b.txt BARKER LETTER CUSIP No. 02553310 Page 19 of 24 Pages EXHIBIT 3 April 22, 2002 Mr. Steven Romano President American Ecology Corporation 805 W. Idaho Street Suite #200 Boise, Idaho 83702 Re: Demand For Stock Ledger, Stockholder List and Books and Records --------------------------------------------------------------- Dear Mr. Romano: Pursuant to the applicable provisions of Delaware law, the undersigned hereby demands an opportunity to inspect during normal business hours the stock ledger, current list of the stockholders (in alphabetical order, setting forth the name and address of each stockholder and the number of shares registered in the name of each such stockholder, as of the most recent date available), and books and records of American Ecology Corporation ("American Ecology"), and an opportunity to make copies of or extracts from such documents. I hereby certify to American Ecology that I am a stockholder of record of American Ecology. In connection with the foregoing demand, I further demand the opportunity to inspect and copy the following, updated as of the date of this letter, all of which should be in the possession of American Ecology or one of its agents: 1. All daily stock transfer sheets showing changes in the stockholder list referred to in the preceding paragraph which are in or come into the possession of American Ecology or the transfer agent(s) for the common stock of American Ecology beginning the day following the date of such list. 2. All information in American Ecology's possession and/or subject to its direction or control and/or which can be obtained from nominees of any central depository system relating to the breakdown of all brokerage and financial institutions holding shares for their customers in street name (including any "13F list") and a breakdown of holdings which appear on the corporate stock ledger under the names of any central depository system (e.g., Cede & Co.). 3. A list of the names, addresses and securities positions of non-objecting beneficial owners and acquiescing beneficial owners obtained by American Ecology from brokers and dealers pursuant to the applicable rules promulgated under the Securities Exchange Act of CUSIP No. 02553310 Page 20 of 24 Pages 1934, as amended. If such list is not available as of a recent date, such list should be requested. 4. A list of the names and addresses of employee participants in any stock ownership plan of American Ecology as of the date of the stockholder list. 5. The Pershing/DLJ omnibus proxy list. 6. The Philadep omnibus proxy list. 7. Any other omnibus proxies produced by ADP for client banks or brokers, listing among other things any respondent positions. 8. Any omnibus proxy produced by Bank of New York, or any other bank or broker, listing among other things any respondent positions. 9. Any record date information provided by ADP relative to shares held for their clients, and the number of holders at each of their client firms holding shares of American Ecology. I further demand that modifications of, additions to or deletions from, any and all information referenced above subsequent to the date of the stockholder list referred to above be furnished to me as and when the same becomes available to American Ecology or its agents or representatives. In the event any or all of the information encompassed by this demand is available in the form of computer tape or other medium suitable for use by computer or word processor, I demand inspection and copying of such computer tape or other medium as well as any program, software, manual or other instructions necessary for the practical use of such information. Foley & Lardner, which is acting as my counsel, or my designated agent, is authorized to make the above-referenced inspection and receive copies on my behalf pursuant to the Power of Attorney attached hereto. I will bear the reasonable costs incurred by American Ecology (including those of its transfer agent(s)) in connection with the production of the information with regard to which demand is made herein. The purposes for requesting such inspection and copying are to communicate with stockholders and to facilitate a possible solicitation of proxies in connection with the 2002 Annual Meeting of Stockholders. Under applicable Delaware law, American Ecology is required to respond to this request within five (5) business days after receiving this letter. Please advise my counsel, Phillip M. Goldberg of Foley & Lardner, One IBM Plaza, 330 N. Wabash Avenue, Chicago, Illinois 60611-3608 (telephone number: 312-755-1900) as to when the items sought will be made available, and in what form. CUSIP No. 02553310 Page 21 of 24 Pages Very truly yours, /s/ Rotchford L. Barker Rotchford L. Barker CUSIP No. 02553310 Page 22 of 24 Pages STATE OF ILLINOIS ) COUNTY OF ) ss: ) Rotchford L. Barker, having been first duly sworn according to law, did depose, swear and say that he is authorized to execute the foregoing Demand for Stock Ledger, Stockholder List and Books and Records and to make the demands, designations, authorizations and representations contained therein, and that the matters contained in the foregoing Demand for Stock Ledger, Stockholder List and Books and Records are true and correct. /s/ Rotchford L. Barker Rotchford L. Barker Sworn to and subscribed before me this 22nd day of April, 2002. - ------------------------------------ Notary Public My Commission Expires:______________ CUSIP No. 02553310 Page 23 of 24 Pages POWER OF ATTORNEY ---------------- STATE OF ILLINOIS ) COUNTY OF ) ss: ) I, Rotchford L. Barker, do hereby make, constitute and appoint the law firm of Foley & Lardner, or any of its designated agents, to act on my behalf, to inspect and receive copies of the stockholder records of American Ecology Corporation requested in the accompanying demand. By: /s/ Rotchford L. Barker Rotchford L. Barker Sworn to and subscribed before me this 22d day of April, 2002. - ------------------------------------ Notary Public My Commission Expires:______________ EX-99.4 4 pdm316c.txt AGREEMENT CUSIP No. 02553310 Page 24 of 24 Pages EXHIBIT 4 AGREEMENT RELATING TO THE 2002 ANNUAL MEETING OF AMERICAN ECOLOGY CORPORATION The undersigned, being shareholders and directors of American Ecology Corporation (the "Company"), hereby agree as follows in regard to the election of directors for the Company at its annual meeting to be held on May 30, 2002 and at any and all adjournments thereof (the "Annual Meeting"): 1. The Company's board of directors has unanimously voted to nominate the following for election as directors at the Annual Meeting (collectively the "nominees"): John Couzens Roy C. Eliff Edward F. Heil Roger Hickey Stephen A. Romano Paul F. Schutt Thomas A. Volini 2. The undersigned hereby agree to vote equally all shares held of record or beneficially or over which they have voting power at the Annual Meeting for the election of all of the Nominees and agree that they will not solicit or participate in the solicitation of votes for any other candidates at the Annual Meeting. 3. Mr. Barker hereby agrees to amend his Schedule 13D to reflect the understanding in paragraph 2 above. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of this 23rd day of April 2002. /s/ Edward F. Heil Edward F. Heil /s/ Rotchford Barker Rotchford Barker /s/ Keith Bronstein Keith Bronstein -----END PRIVACY-ENHANCED MESSAGE-----