-----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, IXcHL34QxgCKp3OLP28DjrtOTGaW+IlrDQxYUrGiTCLqAm7ZdqzvZdMn1sb2RHUZ n3J3097gdCGap3kEdzgc4Q== 0000950129-96-003176.txt : 19961126 0000950129-96-003176.hdr.sgml : 19961126 ACCESSION NUMBER: 0000950129-96-003176 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961119 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961125 SROS: NASD FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11688 FILM NUMBER: 96671652 BUSINESS ADDRESS: STREET 1: 805 W IDAHO STREET 2: STE 200 CITY: BOSIE STATE: OH ZIP: 83702-8916 BUSINESS PHONE: 2083318400 MAIL ADDRESS: STREET 1: 5333 WESTHEIMER STREET 2: STE 1000 CITY: HOUSTON STATE: TX ZIP: 77056-5407 8-K 1 AMERICAN ECOLOGY CORPORATION - FORM 8-K - 11/19/96 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 19, 1996 ---------------------------- Commission File Number 0-11688 AMERICAN ECOLOGY CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 95-3889638 - ------------------------------ ----------------------------- (State or other jurisdiction (I.R.S. Employer incorporation or organization) Identification Number) 805 W. Idaho, Suite 200 Boise, Idaho 83702-1779 - ------------------------------ ----------------------------- (Address of principle (Zip Code) executive offices) (208) 331-8400 --------------------------------------------------- (Registrants telephone number, including area code) Indicate by a check mark whether Registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] 2 AMERICAN ECOLOGY CORPORATION FORM 8-K SEC File Number 00-11688 Item 4. Changes in Registrant's Certifying Accountant On November 19, 1996, the Board of Directors of American Ecology Corporation, a Delaware corporation (the Company), approved and accepted the recommendation of the Audit Committee and management to appoint Balukoff, Lindstrom & Co., P.A. as its independent accountants to audit the Company's financial statements. On the same date, the Board of Directors of the Company approved and accepted the recommendation of the Audit Committee and management not to engage Arthur Andersen, LLP (AALLP), who served as the Company's independent auditors since 1992. The Company relocated its corporate headquarters from Houston, Texas to Boise, Idaho beginning April 1996. Due to changes from the relocation, the Company selected the Boise based Balukoff, Lindstrom & Co., P.A. as its independent accountants. An engagement letter with Balukoff, Lindstrom & Co. was signed November 25, 1996. During the two most recent fiscal years ended, AALLP issued opinions for the financial statements. For the year ending December 31, 1994, AALLP issued a modified opinion which included an emphasis paragraph referring to the terms of the banking credit agreement. For the financial statements ending December 31, 1995, AALLP issued a modified opinion which included an uncertainty explanatory paragraph describing the substantial doubt concerning the Company's ability to continue as a going concern and other matters. During the two most recent fiscal years ended December 31, 1995 and for the subsequent period ended November 19, 1996, there were no disagreements between the Company and AALLP, regarding any matter of accounting principle or practice, or financial statement disclosure, audit scope or procedure which if not resolved to the satisfaction of AALLP, would have caused AALLP to make reference to the subject matter of any disagreement in connection with their report. During the Company's two fiscal years ended December 31, 1995 and each subsequent interim period preceding the engagement of Balukoff, Lindstrom & Co., P.A., the Company did not consult with Balukoff, Lindstrom & Co., P.A. regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statement, or (ii) any matter that was either the subject of a disagreement or a reportable event relocating to AALLP. The Company has authorized its former accountant, AALLP, to respond fully to the inquiries of the successor accountant concerning any matter related to its service as independent accountants to the Company. 2 3 AMERICAN ECOLOGY CORPORATION FORM 8-K SEC File Number 00-11688 Item 7. Financial Statements and Exhibits Exhibit 1 Letter from Arthur Andersen, LLP 3 4 AMERICAN ECOLOGY CORPORATION FROM 8-K Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. American Ecology Corporation Dated November 25, 1996 By: /s/ JACK K. LEMLEY --------------------------- Jack K. Lemley Chairman and Chief Executive Officer 4 5 INDEX TO EXHIBITS EXHIBIT DESCRIPTION - ------- ----------- 1 Letter From Arthur Andersen, LLP EX-1 2 LETTER FROM ARTHUR ANDERSEN 1 [ARTHUR ANDERSEN LETTERHEAD] ------------------ Arthur Andersen LLP November 25, 1996 ------------------- Suite 1300 Office of the Chief Accountant 711 Louisiana Street SECPS Letter File Houston TX 77002-2786 Securities and Exchange Commission 713 237-2373 Mail Stop 9-5 450 Fifth Street, N.W. Washington, D.C. 20549 Gentlemen: We have read Item 4 included in the attached Form 8-K dated November 25, 1996 of American Ecology Corporation to be filed with the Securities and Exchange Commission and are in agreement with the statements contained therein. Very truly yours, /s/ ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP amecol Copies to: Mr. Jack Lemley Mr. Gary Davis American Ecology Corporation -----END PRIVACY-ENHANCED MESSAGE-----