1 | NAMES OF REPORTING PERSONS: Edward F. Heil |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
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(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY: | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | ||||||||||
Not Applicable | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||||||||
United States of America | |||||||||||
7 | SOLE VOTING POWER: | ||||||||||
NUMBER OF | 1,720,966 | ||||||||||
SHARES | 8 | SHARED VOTING POWER: | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER: | |||||||||
REPORTING | |||||||||||
PERSON | 1,720,966 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER: | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
1,720,966 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||||||||
9.5%1 | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||||||||
IN |
1 | The percentage reported in row (13) is calculated based upon 18,139,444 shares of Common Stock of American Ecology Corporation outstanding as of November 1, 2006 as set forth in American Ecology Corporations Form 10-Q filed on November 3, 2006 for the period ending September 30, 2006. |
Page 2 of 9 Pages
1 | NAMES OF REPORTING PERSONS: The Edward F. Heil, Jr., Sandra Heil and Karen Heil Irrevocable Trust #2 |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
|||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY: | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | ||||||||||
Not Applicable | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||||||||
United States of America | |||||||||||
7 | SOLE VOTING POWER: | ||||||||||
NUMBER OF | 629,460 | ||||||||||
SHARES | 8 | SHARED VOTING POWER: | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER: | |||||||||
REPORTING | |||||||||||
PERSON | 629,460 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER: | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
629,460 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||||||||
3.5%1 | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||||||||
IN |
1 | The percentage reported in row (13) is calculated based upon 18,139,444 shares of Common Stock of American Ecology Corporation outstanding as of November 1, 2006 as set forth in American Ecology Corporations Form 10-Q filed on November 3, 2006 for the period ending September 30, 2006. |
Page 3 of 9 Pages
Page 4 of 9 Pages
(a) | The acquisition by any person of additional securities of American Ecology, or the disposition of securities of American Ecology; | ||
(b) | An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving American Ecology or any of its subsidiaries; | ||
(c) | A sale or transfer of a material amount of assets of American Ecology or any of its subsidiaries; | ||
(d) | Any change in the present board of directors or management of American Ecology, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; | ||
(e) | Any material change in the present capitalization or dividend policy of American Ecology; | ||
(f) | Any other material change in American Ecologys business or corporate structure; | ||
(g) | Changes in American Ecologys charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of American Ecology by any person; | ||
(h) | Causing a class of securities of American Ecology 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 registered national securities association; | ||
(i) | A class of equity securities of American Ecology becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or | ||
(j) | Any action similar to any of those enumerated above. |
Page 5 of 9 Pages
(a) | The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each person named in Item 2 is as follows: |
Number of Shares | ||||||||
Name | of Common Stock | Percentage | ||||||
Edward F. Heil
|
1,720,966 | 9.5 | % | |||||
The Edward F. Heil, Jr.,
Sandra Heil and Karen Heil
Irrevocable Trust #2
|
629,460 | 3.5 | % |
The percentages reported above are calculated based upon 18,139,444 shares of Common Stock of American Ecology outstanding as of November 1, 2006 as set forth in American Ecologys Form 10-Q filed on November 3, 2006 for the period ending September 30, 2006. | |||
There is no express agreement between Mr. Heil and the Trust with respect to the acquisition, holding, voting or disposition of the Common Stock of American Ecology. The inclusion of the shares held in the Trust herein shall not be deemed an admission that Mr. Heil and the Trust are acting as a group. In addition, each Reporting Person disclaims beneficial ownership of the Common Stock of American Ecology beneficially owned by the other Reporting Person. | |||
(b) | Mr. Heil has the sole power to vote or direct the vote of 1,720,966 shares of the Common Stock and has sole dispositive power over 1,720,966 shares of the Common Stock. | ||
The trustee of the Trust has the sole power to vote or direct the vote of 629,460 shares of the Common Stock and has sole dispositive power over 629,460 shares of the Common Stock. | |||
(c) | Since March 5, 2004, the date of the last amendment to the Statement, Mr. Heil, in his capacity as director of American Ecology, received pursuant to American Ecologys 2005 Non-Employee Director Compensation Plan, 1,000 and 2,100 shares of restricted stock on May 26, 2006 and May 26, 2005, respectively, at $0.00 per share. In addition, on April 8, 2005, pursuant to the 1992 Director Stock Option Plan, Mr. Heil exercised 26,000 options to purchase shares of Common Stock as follows: 10,000 options were exercised at $4.00 per share, 10,000 options were exercised at $9.20 per share and 6,000 options were exercised at $3.92 per share. Mr. Heil used his personal funds to exercise the options. | ||
Since March 5, 2004, Mr. Heil sold shares in open market transactions as follows: |
Transaction Date | Number of Shares Sold | Price Per Share | ||||||
April 30, 2004
|
41,700 | $ | 11.13 | |||||
June 29, 2004
|
500,000 | $ | 10.875 | |||||
September 1, 2005
|
750,000 | $ | 18.85 |
Page 6 of 9 Pages
(d) | No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities beneficially owned by the Reporting Persons, except that the beneficiaries of the Trust have the right to receive trust assets pursuant to the terms of the Trust. | ||
(e) | Inapplicable. |
Exhibit 1 | Joint Filing Agreement by and between Edward F. Heil and the Edward F. Heil, Jr., Sandra Heil and Karen Heil Irrevocable Trust #2, dated January 26, 2007. |
Page 7 of 9 Pages
EDWARD F. HEIL |
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By: | /s/ Edward F. Heil | |||
Edward F. Heil | ||||
THE EDWARD F. HEIL, JR., SANDRA HEIL AND KAREN HEIL IRREVOCABLE TRUST #2 |
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By: | /s/ Marge Lutz | |||
Marge Lutz, as Trustee | ||||
Page 8 of 9 Pages
EDWARD F. HEIL |
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By: | /s/ Edward F. Heil | |||
Edward F. Heil | ||||
THE EDWARD F. HEIL, JR., SANDRA HEIL AND KAREN HEIL IRREVOCABLE TRUST #2 |
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By: | /s/ Marge Lutz | |||
Marge Lutz, as Trustee | ||||
Page 9 of 9 Pages