-----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, U9CUP9CVK+UHdXBWT/T6HZDeHH5XtqfenV93O96mnv/iSJSvFq4OQbxRA/fvPOx9 MsaJIPXL+ZARczMzgcugXw== 0000950129-97-002657.txt : 19970701 0000950129-97-002657.hdr.sgml : 19970701 ACCESSION NUMBER: 0000950129-97-002657 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970630 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11688 FILM NUMBER: 97633302 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 11-K 1 AMERICAN ECOLOGY CORPORATION RETIREMENT PLAN 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996 Commission File Number 0-11688 A. American Ecology Corporation Retirement Plan B. American Ecology Corporation 805 W Idaho Suite 200 Boise ID 83702 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. American Ecology Corporation Retirement Plan Date June 27, 1997 /s/ R.S. Thorn ------------------------------- R.S. Thorn Plan Administrator 2 FINANCIAL STATEMENTS -------- AMERICAN ECOLOGY CORPORATION RETIREMENT PLAN -------- DECEMBER 12, 1996 AND DECEMBER 31, 1995 3 TABLE OF CONTENTS Page No. -------- INDEPENDENT AUDITORS' REPORT .................................... 1 FINANCIAL STATEMENTS Statement of Net Assets Available for Benefits............... 3 Statement of Changes in Net Assets Available for Benefits............................................... 4 Notes to Financial Statements................................ 5 SUPPLEMENTAL INFORMATION Item 27d - Schedule of Reportable Transactions............... 13 4 INDEPENDENT AUDITORS' REPORT To the Administrative Committee American Ecology Corporation Retirement Plan We have audited the accompanying statement of net assets available for benefits of American Ecology Corporation Retirement Plan as of December 12, 1996 and December 31, 1995 and the related statement of changes in net assets available for benefits for the period January 1, 1996 through December 12, 1996. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of American Ecology Corporation Retirement Plan as of December 12, 1996 and December 31, 1995 and the changes in net assets available for benefits for the period January 1 through December 12, 1996 in conformity with generally accepted accounting principles. -1- 5 To the Administrative Committee American Ecology Corporation Retirement Plan Page 2 Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of reportable transactions is presented for purposes of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ D. Jae Hallett - --------------------------------- by D. Jae Hallett, Partner BALUKOFF, LINDSTROM & CO., P.A. Boise, Idaho June 20, 1997 -2- 6 AMERICAN ECOLOGY CORPORATION RETIREMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS As of December 12, 1996 and December 31, 1995
ASSETS 1996 1995 ---------- ---------- Cash $ -- $ 101,795 Interest receivable -- 160 Investments, at fair value Equity investment funds -- 3,670,219 Common stock of American Ecology Corporation -- 26,556 Bond fund -- 470,723 Money market fund -- 365,492 Common collective trust -- 18,653 Investment in guaranteed interest accounts, at contract value -- 631,937 ---------- ---------- TOTAL INVESTMENTS -- 5,183,580 Employer contributions receivable -- 84,509 ---------- ---------- TOTAL ASSETS -- 5,370,044 LIABILITIES Administrative expenses payable -- 30,130 ---------- ---------- TOTAL LIABILITIES -- 30,130 ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $ -- $5,339,914 ========== ==========
See accompanying notes -3- 7 AMERICAN ECOLOGY CORPORATION RETIREMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS PERIOD FROM JANUARY 1, 1996 THROUGH DECEMBER 12, 1996 ADDITIONS TO NET ASSETS ATTRIBUTED TO Investment income Net appreciation in fair value of investments $ 403,570 Interest 39,798 Dividends 162,803 ----------- TOTAL ADDITIONS 606,171 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO Withdrawals and benefit payments 1,271,416 Administrative expenses and other 18,602 Plan merger with American Ecology Corporation 401(k) Savings Plan 4,656,067 ----------- TOTAL DEDUCTIONS 5,946,085 ----------- NET DECREASE IN NET ASSETS AVAILABLE FOR BENEFITS (5,339,914) NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF PERIOD 5,339,914 ----------- NET ASSETS AVAILABLE FOR BENEFTS, END OF PERIOD $ -- ===========
See accompanying notes -4- 8 AMERICAN ECOLOGY CORPORATION RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS December 12, 1996 and December 31, 1995 NOTE A - DESCRIPTION OF THE PLAN General American Ecology Corporation Retirement Plan ("the Plan"), was adopted effective January 1, 1972, as a defined contribution plan, and was amended and restated to its present form effective March 23, 1987. The Plan covers all employees of American Ecology Corporation and its subsidiaries ("the Company"), hired in a job category which will result in 1,000 hours of service during any consecutive 12-month period and who have attained the age of 21. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Participants should refer to the Plan agreement for a more complete description of the Plan. An administrative committee, appointed by the board of directors of the Company, is responsible for the general administration of the Plan. The administrative committee appoints a member of the administrative committee to serve as Plan administrator. The administrative committee is given all powers necessary to enable it to carry out its duties including, but not limited to, the power to interpret the Plan, decide on all questions of eligibility and the status and rights of participants and direct disbursements of benefits in accordance with the provisions of the Plan. Prior to May 1, 1995, the administrative committee appointed three employees of the Company as trustees who had the authority to control the assets of the Plan in accordance with the terms of the Plan. During this period, Alex Brown & Sons Incorporated (Alex Brown) was appointed as custodian of the Plan's assets authorizing Alex Brown to manage the Plan's assets. During the period May 1, 1995 through November 20, 1996 the administrative committee appointed Hand and Associates as recordkeeper and American Industries Trust Company as trustee of the plan. As plan trustees, American Industries Trust Company had the authority to control the assets of the Plan in accordance with the terms of the Plan. Effective November 20, 1996, the administrative committee appointed PGG & R as plan administrator, Manulife Financial as recordkeeper of the plan, and Fleet Investment Advisors as the trustee of the Plan. As plan trustees, Fleet Investment Advisors has the authority to control the assets of the Plan in accordance with the terms of the Plan. Contributions Effective December 31, 1995, the Plan was amended to provide that participants would not earn additional benefits under the Plan, Company contributions would not be made, and employees would not be eligible to become participants in the Plan on or after December 31, 1995. -5- 9 AMERICAN ECOLOGY CORPORATION RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS December 12, 1996 and December 31, 1995 Prior to January 1, 1996, the Company made a basic contribution equal to 5 percent of compensation below the prior year's FICA wage base plus a contribution equal to 10 percent of compensation above the prior year's FICA wage base, and a past service contribution, as defined, for each participant who is an active participant on the contribution date. Additionally, active participants could make voluntary after-tax contributions up to 10 percent of their compensation, as defined. Voluntary contributions were made in accordance with procedures and limitations set up by the Plan administrator. Plan Amendment Effective November 20, 1996, the Plan merged with the American Ecology Corporation 401(k) Savings Plan and Trust into a single plan known exclusively as the American Ecology Corporation 401(k) Savings Plan. Transfer of Plan assets of $4,656,067 occurred on December 12, 1996. Vesting Employee contributions and the earnings associated therewith are 100 percent vested for each participant. Participants are vested in the Company's basic and supplemental contributions and earnings thereon at a rate of 20 percent in the first year of service anniversary and an additional 20 percent after completing each year of service after each anniversary. The Plan provides for participants to be fully vested upon death, permanent disability or the attainment of age 55. Investment Options Upon enrollment in the Plan, a participant may direct employee and employer contributions in any of the following seven investment options: Templeton Foreign Fund - seeks capital growth by investing in stocks and debt obligations of companies and governments principally outside the United States. Fidelity OTC Portfolio - seeks capital growth by investing primarily in securities traded in the over-the-counter securities market. Fidelity Advisor Equity Growth Fund - seeks capital growth by investing in common stock, preferred stock, and securities convertible to common stock with above average growth statistics. Phoenix Balanced Fund - seeks capital growth and conservation of capital by investing in common stocks and fixed-income securities such as U.S. Treasury obligations. -6- 10 AMERICAN ECOLOGY CORPORATION RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS December 12, 1996 and December 31, 1995 Scudder Short-Term Bond Fund - seeks high level of income consistent with a high degree of principal stability by investing in high quality short-term bonds, including U.S. government securities and corporate debt securities. Alex Brown Cash Reserve Fund Prime Series - seeks preservation of capital and liquidity by investing in money market investments, including U.S. Treasury obligations. American Ecology Corporation Common Stock - invests in common stock of American Ecology Corporation. Prior to January 1993, the Company had entered into a group annuity contract with Principal Mutual Life Insurance Company ("PMLIC"). The Company and participants had several investment options under this contract and had utilized guaranteed interest accounts which bear interest at a rate in effect at the date of contribution as determined by PMLIC (composite rate of 8.39% at December 31, 1995) and mature through December 31, 1997. The balances in the guaranteed interest accounts will remain in such accounts until maturity or withdrawal by the employee. Participant Accounts Each participant's account is credited with the Company's contributions and the Company's matching contributions. Dividend and interest income is allocated quarterly to participants' accounts based upon their pro-rata share of the equity in each investment fund before such allocation. Forfeitures of terminated participants' nonvested benefits are applied to pay administrative expenses and reduce the Company's contributions to the Plan. Forfeitures were utilized during fiscal 1996 and 1995 to pay administrative expenses. Payment of Withdrawals and Benefits Upon normal retirement or death, vested benefits due to participants and their beneficiaries may be paid in the form of either a lump-sum distribution or fixed period annuities. Terminated employees who have a vested balance greater than $3,500 and current employees who have discontinued contributions to the Plan are not required to withdraw amounts from their Plan accounts. The Plan has provisions for hardship withdrawals from the participant's deferral account. Matching contributions and allocated earnings are not available for hardship withdrawals. -7- 11 AMERICAN ECOLOGY CORPORATION RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS December 12, 1996 and December 31, 1995 Expenses Expenses of administering the Plan are the responsibility of the Plan. During the year ended December 31, 1995, $30,130 of administrative expenses were paid by the Company on behalf of the Plan and are to be reimbursed by the Plan. These amounts are included in administrative expenses payable. During the period ended December 12, 1996, the Plan paid the $30,130 accounts payable and $18,602 of other administrative expenses. NOTE B - SUMMARY OF ACCOUNTING POLICIES Investment Valuation and Income Recognition Investments in guaranteed interest accounts are carried at contract value, which approximates principal amounts contributed to the accounts, plus accrued interest, less distributions from the contract. Investments in all other investment options are carried at their fair value measured and quoted market prices in active markets or by the contracted price. Investment income is recorded as earned. Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. Payment of Benefits Benefits are recorded when paid. Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates. -8- 12 AMERICAN ECOLOGY CORPORATION RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS December 12, 1996 and December 31, 1995 NOTE C - GUARANTEED INTEREST ACCOUNTS The guaranteed interest accounts held by the Plan are as follows:
December 12, December 31, ---------------------------- 1996 1995 ---------------------------- Guaranteed interest account with interest at rate in effect at date of contribution (rate of 8.01% at December 31, 1995), maturing on December 31, 1995 $ -- $ 11,616 Guaranteed interest account with interest at rate in effect at date of contribution (rate of 6.57% at December 31, 1995), maturing on December 31, 1996 -- 49,284 Guaranteed interest account with interest at rate in effect at date of contribution (rate of 8.53% at December 31, 1995) maturing on December 31, 1997 -- 571,037 ------------ -------- $ -- $631,937 ============ ========
NOTE D - INCOME TAX STATUS The Plan obtained its latest determination letter on September 7, 1988, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code ("IRC"). The Plan has been amended since receiving the determination letter. However, the Plan administrator believes the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. Therefore, the Plan administrator believes the Plan was qualified and the related trust was tax-exempt as of December 12, 1996 and December 31, 1995. NOTE E - PLAN SPONSOR GOING CONCERN The Company issued its latest audited financial statements as of December 31, 1996. Included in the independent auditor's report was a paragraph regarding the substantial doubt about the Company's ability to continue as a going concern. Failure of the Company to continue as a going concern could ultimately affect the Plan and the American Ecology Corporation 401(k) Savings Plan. -9- 13 AMERICAN ECOLOGY CORPORATION RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS December 12, 1996 and December 31, 1995 NOTE F - PARTICIPANT DIRECTED FUNDS Following is the Statement of Changes in Net Assets Available for Benefits by Fund at December 12, 1996: -10- 14 American Ecology Corporation Retirement Plan Statement of Changes in Net Assets For the period January 1, 1996 through December 12, 1996
Participant Directed --------------------------------------------------------------------------------------------- Templeton Fidelity Fidelity Phoenix Scudder Foreign OTC Advisors Balanced Short-term Alex Fund Portfolio Equity Growth Fund Bond Fund Brown --------------------------------------------------------------------------------------------- Additions Investment income (loss) Net appreciation (loss) $ 56,680 $ 102,488 $ 208,835 $ 62,830 $ (9,214) $ - Interest - - - - - Dividends 28,087 66,876 7,081 19,560 24,303 16,884 --------------------------------------------------------------------------------------------- Subtotal 84,767 169,364 215,916 82,390 15,089 16,884 Contributions Employer 12,806 13,870 25,334 12,669 6,383 10,917 --------------------------------------------------------------------------------------------- Total additions 97,573 183,234 241,250 95,059 21,472 27,801 Deductions Withdrawals and benefit payments 155,587 204,670 326,983 236,100 110,845 77,926 Administrative expenses - - - - - - Interfund transfers and plan merger 487,882 761,594 1,249,794 864,725 381,350 315,367 --------------------------------------------------------------------------------------------- Total deductions 643,469 966,264 1,576,777 1,100,825 492,195 393,293 Net decrease during period (545,896) (783,030) (1,335,527) (1,005,766) (470,723) (365,492) Net assets available for benefits beginning of period 545,896 783,030 1,335,527 1,005,766 470,723 365,492 --------------------------------------------------------------------------------------------- Net assets available for benefits end of period $ - $ - $ - $ - $ - $ - ============================================================================================= Non- participant Participant Directed Directed -------------------------------------------- ------------- American Guaranteed Ecology Short-term Interest Common Income Other Accounts Total -------------------------------------------- ------------- ----------- Additions Investment income (loss) Net appreciation (loss) $ (18,049) $ - $ - $ - $ 403,570 Interest - 1,487 (160) 38,471 39,798 Dividends 12 - - - 162,803 ----------------------------------------------------------- ----------- Subtotal (18,037) 1,487 (160) 38,471 606,171 Contributions Employer 2,530 - (84,509) - - ----------------------------------------------------------- ----------- Total additions ( 15,507) 1,487 (84,669) 38,471 606,171 Deductions Withdrawals and benefit payments 2,381 - - 156,924 1,271,416 Administrative expenses - - 18,602 - 18,602 Interfund transfers and plan merger 8,668 20,140 53,063 513,484 4,656,067 ----------------------------------------------------------- ----------- Total deductions 11,049 20,140 71,665 670,408 5,946,085 Net decrease during period (26,556) (18,653) (156,334) (631,937) (5,339,914) Net assets available for benefits beginning of period 26,556 18,653 156,334 631,937 5,339,914 ----------------------------------------------------------- ----------- Net assets available for benefits end of period $ - $ - $ - $ - $ - =========================================================== ===========
-11- 15 SUPPLEMENTAL DATA -12- 16 American Ecology Corporation EIN: 95-3889638 Item 27d - Schedule of Reportable Transactions Retirement Plan Plan #034 For the period January 1, 1996 through December 12, 1996
Current Value of asset Purchase Selling Cost of at date of Net Identity of Party Involved Description price price asset transaction gain (loss) - --------------------------------- ------------------------ ---------- --------- ---------- ----------- ----------- Category (i): A single transaction in excess of 5% of plan assets Fidelity Institutional Retirement Services Company Fidelity Advisors Growth $ -- $1,222,848 $1,047,058 $1,222,848 $ 175,790 Alex Brown & Sons Alex Brown Prime -- 4,019,258 4,019,258 4,019,258 -- 1,112,578 -- 1,112,578 1,112,578 -- 2,564,122 -- 2,564,122 2,564,122 -- Fidelity Institutional Retirement Services Company Fidelity OTC -- 738,684 659,265 738,684 79,419 Phoenix Equity Planning Corporation Phoenix Series Balanced -- 853,269 792,221 853,269 61,048 Scudder Scudder -- 373,894 379,898 373,894 (6,004) Templeton Funds, Inc. Templeton Foreign Fund -- 488,005 444,017 488,005 43,988
-13- 17 American Ecology Corporation EIN: 95-3889638 Item 27d - Schedule of Reportable Transactions Retirement Plan Plan #034 For the period January 1, 1996 through December 12, 1996
Current Value of asset Purchase Selling Cost of at date of Net Identity of Party Involved Description price price asset transaction gain (loss) - --------------------------------- ------------------------ ---------- --------- ---------- ----------- ----------- Category (iii): A series of transactions in excess of 5% of plan assets Fidelity Institutional Retirement Services Company Fidelity Advisors Growth -- 1,613,140 1,404,305 1,613,140 208,835 Alex Brown & Sons Alex Brown Prime 3,826,757 -- 3,826,757 3,826,757 -- -- 4,191,931 4,191,931 4,191,931 -- Fidelity Institutional Retirement Services Company Fidelity OTC -- 944,927 842,439 944,927 102,488 Phoenix Equity Planning Corporation Phoenix Series Balanced -- 1,122,294 1,059,464 1,122,294 62,830 Scudder Scudder -- 502,832 512,046 502,832 (9,214) Templeton Funds, Inc. Templeton Foreign Fund -- 661,394 604,714 661,394 56,680
A reportable transaction represents a transaction, or series of transactions in the same security involving an aggregate amount in excess of 5% of the Plan assets as of January 1, 1996. There were no category (ii) or (iv) reportable tranactions during 1996. -14- -----END PRIVACY-ENHANCED MESSAGE-----