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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13 G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 18)*
AMERICAN ECOLOGY CORP.
(NAME OF ISSUER)
Common Stock, without par value
(TITLE OF CLASS OF SECURITIES)
02553310-0
(CUSIP NUMBER)
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5.
SEC 1745 (10-88)
----------------------- ---------------------
CUSIP NO. 02553310-0 13G PAGE 2 OF 5 PAGES
----------------------- ---------------------
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FAYEZ SAROFIM
451-54-0288
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [x]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
U.S.A.
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SOLE VOTING POWER
5
NUMBER OF 826,656
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
27,994
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 826,656
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
32,620
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
859,276
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
5.0%
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TYPE OF REPORTING PERSON*
12
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
Amendment No. 18 to Schedule 13(G)
Under the Securities Exchange Act of 1934
Item 1(a) Name of Issuer:
American Ecology Corporation
Item 1(b) Address of Issuer's Principal Executive Office:
805 West Idaho, Suite 200
Boise Idaho 83702
Item 2(a) Name of Person Filing:
Fayez Sarofim & Co. and Fayez Sarofim
Item 2(b) Address of Principal Business Office, or if none, Residence:
2907 Two Houston Center
Houston, Texas 77010
Item 2(c) Citizenship:
U. S. A.
Item 2(d) Title of Class of Securities:
Common Stock, without par value
Item 2(e) CUSIP Number:
02553310-0
Item 3 Filing required pursuant to the Rules 13d-1(b), or 13d-2(b),:
Fayez Sarofim & Co. is an Investment Adviser registered under Section
203 of the Investment Advisers Act of 1940. Fayez Sarofim is Chairman
of the Board and President, a director and owner of a majority of the
outstanding capital stock of Fayez Sarofim & Co. and may be
considered a parent holding company of Fayez Sarofim & Co. within the
meaning of Rule 13d-1(b)(1)(ii)(G).
Item 4 Ownership as of December 31, 2004:
(a) Amount Beneficially Owned:
(i) 20,419 shares are held in investment advisory accounts managed
by Fayez Sarofim & Co. for numerous clients. Pursuant to its
investment advisory contract with its clients, Fayez Sarofim &
Co. has full investment discretion with respect to such
investment advisory accounts. However, Fayez Sarofim & Co. is
not the record owner of any of such shares as such shares are
held of record by the respective clients or by trustees or
custodians for such clients. The clients are entitled to the
economic benefits (dividend payments and sales proceeds) of
ownership of such shares. Each client also has the right to
terminate its investment advisory relationship with Fayez Sarofim
& Co. at any time. Because Fayez Sarofim & Co. has power to
dispose, or to direct the disposition of, such shares, it may be
deemed to be the beneficial owner of these shares for the
purposes of the Rule 13d-3 under the Securities Exchange Act of
1934. Because Fayez Sarofim is Chairman of the Board and
President, a director and owner of a majority of the outstanding
capital stock of Fayez Sarofim & Co., he may also be deemed to be
an indirect beneficial owner of these shares for the purposes of
Rule 13d-3.
(ii) 396 shares are held in investment advisory accounts managed by
Sarofim Trust Co., a wholly owned subsidiary of Fayez Sarofim &
Co., which is also an Investment Adviser registered under Section
203 of the Investment Advisers Act of 1940. Pursuant to its
investment advisory contracts with its clients, Sarofim Trust Co.
has full investment discretion with respect to such investment
advisory accounts. However, Sarofim Trust Co. is not the record
owner of any of such shares as such shares are held of record by
the respective clients or by trustees or custodians for such
clients. The clients are entitled to the economic benefits of
ownership of such shares. Each client also has the right to
terminate its investment advisory relationship with Sarofim Trust
Co. at any time. Because Sarofim Trust Co. has power to dispose,
3
or to direct the disposition of, such shares, it may be deemed to
be the beneficial owner of these shares for the purposes of Rule
13d-3 under the Securities Exchange Act of 1934 and Fayez Sarofim
& Co. and Mr. Sarofim as controlling persons of Sarofim Trust
Co., may be deemed to be indirect beneficial owners of these
shares for such purposes.
(iii) 11,784 shares are owned directly by Sarofim International
Management Company, a wholly owned subsidiary of Fayez Sarofim &
Co. for its own account. Because Fayez Sarofim is a controlling
person of Fayez Sarofim & Co., he may be deemed to be an indirect
beneficial owner of these shares for the purposes of Rule 13d-3.
(iv) 826,656 shares are owned of record and beneficially by Fayez
Sarofim. Fayez Sarofim & Co. has no beneficial ownership of these
shares.
(v) 21 shares are held in trusts with respect to which Mr. Sarofim
is a trustee. Fayez Sarofim & Co. has no beneficial ownership of
these shares. Also, Mr. Sarofim has no beneficial interest in any
of these trusts. Mr. Sarofim shares with the other trustees of
such trusts the power to vote and to dispose of these shares.
(b) Percent of Class:
(i) 0.1% -- as to shares held in accounts managed by Fayez Sarofim &
Co. with power to dispose, or to direct the disposition of such
shares.
(ii) 0.0% -- as to shares held in accounts managed by Sarofim Trust
Co. with power to dispose, or to direct the disposition of, such
shares.
(iii) 0.1% -- as to shares owned directly by Sarofim International
Management Company for its own account.
(iv) 4.8% -- as to shares owned of record and beneficially by Fayez
Sarofim.
(v) 0.0% -- as to shares held in trusts of which Mr. Sarofim is a
trustee.
(c) Number of shares as to which Fayez Sarofim has:
(i) sole power to vote or direct the vote: 826,656 shares.
(ii) shared power to vote or direct the vote: 27,994 shares. The
voting arrangements with respect to the shares held in the
various investment advisory accounts managed by Fayez Sarofim &
Co. or Sarofim Trust Co. vary. The contracts relating to certain
of the investment advisory accounts do not grant any power to
Fayez Sarofim & Co., Sarofim Trust Co. to vote securities held in
such accounts. The contracts relating to other investment
advisory accounts provide that the securities held in such
investment advisory accounts will be voted in accordance with the
directions given by the investment adviser. All securities held
in investment advisory accounts are held of record by clients or
by trustees or custodians for clients of Fayez Sarofim & Co.,
Sarofim Trust Co. Proxies voting the shares are signed by the
client, the trustee or the custodian. Accordingly, it is
difficult to determine the extent of voting power possessed by
Fayez Sarofim & Co., Sarofim Trust Co. Fayez Sarofim may be
deemed to share the voting power possessed by Fayez Sarofim & Co.
or Sarofim Trust Co. with respect to the securities held in such
accounts by virtue of his control relationship to such investment
advisers. Accordingly, it is believed that of the 32,620 shares
which Mr. Sarofim may be deemed to own beneficially for purposes
of Rule 13d-3 (excluding the 826,656 shares which he holds for
his own account and has the sole power to vote but including the
21 shares held by trusts of which he is a trustee), he may be
deemed to share voting power with respect to not more than 27,994
of such shares. Such voting power may be deemed to be shared with
Fayez Sarofim & Co. with respect to securities held in investment
advisory accounts managed by Fayez Sarofim & Co., with Fayez
Sarofim & Co. and Sarofim Trust Co. with respect to securities
held in investment advisory accounts managed by Sarofim Trust Co.
and with Fayez Sarofim & Co. and Sarofim International Management
Company with respect to securities held by Sarofim International
Management Company for its own account. In many cases where
securities are held in accounts managed by Fayez Sarofim & Co. or
Sarofim Trust Co., voting power may also be deemed to be shared
with trustees, other fiduciaries, clients of Fayez Sarofim & Co.
or Sarofim Trust Co., or others.
4
(iii) sole power to dispose or direct the disposition of: 826,656
shares.
(iv) shared power to dispose or direct the disposition of: 32,620
shares. Such power may be deemed to be shared with Fayez Sarofim
& Co. with respect to securities held in accounts managed by
Fayez Sarofim & Co., with Fayez Sarofim & Co. and Sarofim Trust
Co. with respect to the securities held in accounts managed by
Sarofim Trust Co. and with Fayez Sarofim & Co. and Sarofim
International Management Company with respect to securities held
by Sarofim International Management Company for its own account
and with other trustees of trusts of which Mr. Sarofim is a
trustee with respect to the securities held in such trusts.
Item 5 Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
With respect to securities held in accounts managed by Fayez Sarofim &
Co. or held in accounts managed by Sarofim Trust Co., clients have the
right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, such securities. No one client has
such right with respect to more than five percent of the Class.
Item 7 Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
As indicated in Item 3, Fayez Sarofim is Chairman of the Board and
President, a director and owner of a majority of the outstanding
capital stock of Fayez Sarofim & Co. and may be considered a parent
holding company of Fayez Sarofim & Co. Fayez Sarofim & Co. is an
Investment Adviser registered under Section 203 of the Investment
Advisers Act of 1940.
Item 8 Identification and Classification of Members of the Group.
Not Applicable.
Item 9 Notice of Dissolution of Group.
Not Applicable.
Item 10 Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of e effect
of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 11, 2005
/s/ Fayez Sarofim
_______________________________________
Signature Fayez Sarofim
5