-----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, P1dagNdiXOW6knjF5OFH0xP/Xgiy1SB1/YUgzZDu5h2XaBw42f6ygZ757YCgeKzN c9GnEjMDogIChN5q2lxwng== 0000950134-01-508000.txt : 20020410 0000950134-01-508000.hdr.sgml : 20020410 ACCESSION NUMBER: 0000950134-01-508000 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20011107 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011108 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: 1777654 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 8-K 1 h91952e8-k.txt AMERICAN ECOLOGY CORPORATION - NOVEMBER 7, 2001 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 7, 2001 Commission File Number 0-11688 AMERICAN ECOLOGY CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 95-3889638 - ------------------------------------ ----------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 805 W. Idaho Ste. 200 Boise, Idaho 83702-1779 - ------------------------------------ ----------------------------------- (Address of principal executive offices) (Zip Code) (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 [ ] AMERICAN ECOLOGY CORPORATION FORM 8-K 1 SEC File Number 00-11688 Item 5. Other Events. On November 6, 2001 the Company's Board of Directors accepted the resignation of Jack K. Lemley as a Director and Chairman of the Board. On November 6, 2001, the Company's Board of Directors appointed Thomas A. Volini as a new Director. On November 6, 2001, the Company accepted the resignation L. Gary Davis, Vice President and Corporate Controller. On October 12, 2001, the Company eliminated several executive officer positions including Executive Vice President and Operations Manager, a position previously held by Zaki K. Naser, a Vice President position held by Robert S. Thorn, and a Vice President position held by Barbara A. Trenary On October 5, 2001 the Executive Committee of the Board of Directors appointed Stephen Romano as Chief Operating Officer of the Company. On October 11, 2001 it appointed Mr. Romano as President. Also at the October 11, 2001 Executive Committee meeting of the Board of Directors, James R. Baumgardner, Senior Vice President and Chief Financial Officer, was appointed Secretary and Treasurer of the Company. Robert M. Trimble remains as the Company's General Counsel. See following press releases, dated November 6, 2001 and October 8, 2001, announcing certain changes in the directors and officers of the Company. Item 7. Financial Statements & Exhibits (c) Exhibits. 99 Press Release dated November 8, 2001 99.1 Press Release dated October 6, 2001 SIGNATURES 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 (REGISTRANT) Date: November 7, 2001 By: /s/ STEPHEN A. ROMANO -------------------------------------- Stephen A. Romano President and Chief Operating Officer 2 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------ ----------- 99 Press Release dated November 8, 2001 99.1 Press Release dated October 6, 2001 EX-99 3 h91952ex99.txt PRESS RELEASE DATED NOVEMBER 8, 2001 Exhibit 99 Press Release dated November 6, 2001 [AMERICAN ECOLOGY LOGO] NEWS RELEASE For Immediate Release / Tuesday, November 6, 2001 Contact: Chad Hyslop (208) 331-8400 chyslop@americanecology.com www.americanecology.com AMERICAN ECOLOGY APPOINTS THOMAS VOLINI TO BOARD OF DIRECTORS Board of Directors Also Accept Resignation of Jack Lemley BOISE, Idaho - American Ecology Corporation (NASDAQ: ECOL) today announced the appointment of Thomas A. Volini to the Company's Board of Directors. "Tom Volini brings a wealth of successful experience in the waste industry to our Board," commented American Ecology President and Chief Operating Officer Steve Romano. "Tom's experience as a senior executive and Director of other publicly held environmental companies is a further, significant benefit to American Ecology and its shareholders," Romano added. Volini currently serves as Chairman, President and CEO of Town & Country Utilities, Inc. and President of Midwestern Electric, Inc. He previously served as Chairman of the Board and Chief Operating Officer of Continental Waste Industries, Inc., a public solid waste and environmental services firm. Volini has also served as an Officer and Director of Metropolitan Waste System, Inc., and as President of E & E Hauling, Inc. and American Environmental Construction Company, a large Midwest regional solid waste remedial construction, demolition and trucking company. Earlier, he was Vice President of numerous subsidiaries of Waste Management of North America. Volini 4 received his Bachelor's degree from the University of Notre Dame and a Law degree from Loyola University of Chicago. The American Ecology Board of Directors also today accepted the resignation of Jack K. Lemley from the Board. Lemley had served as Chairman of the Board since 1995. Ed Heil, the company's largest shareholder, continues to serve as Chairman of the Board's Executive Committee. American Ecology Corporation, through its subsidiaries, provides radioactive, PCB, hazardous and non-hazardous waste services to commercial and government customers throughout the United States, such as nuclear power plants, medical and academic institutions, steel mills and petro-chemical facilities. Headquartered in Boise, Idaho, the Company is the oldest radioactive and hazardous waste services Company in the United States. This press release contains forward-looking statements that are based on our current expectations, beliefs, and assumptions about the industry and markets in which American Ecology Corporation and its subsidiaries operate. No assurance can be given that the Company can successfully implement its growth strategy, generate future earnings, or prevail in pending litigation. For information on factors that could cause actual results to differ from expectations, please refer to American Ecology Corporation's Report on Form 10-K filed with the Securities and Exchange Commission. # 5 EX-99.1 4 h91952ex99-1.txt PRESS RELEASE DATED OCTOBER 6, 2001 Exhibit 99.1 Press Release dated October 8, 2001 [AMERICAN ECOLOGY LOGO] NEWS RELEASE For Immediate Release / Monday, October 08, 2001 Contact: Chad Hyslop (208) 331-8400 chyslop@americanecology.com www.americanecology.com AMERICAN ECOLOGY ANNOUNCES PLANNED MANAGEMENT TRANSITION BOISE, Idaho - Chairman Jack K. Lemley and the Board of Directors of American Ecology Corporation [NASDAQ: ECOL] today announced a planned transition of Company management. "The Board of Directors and I have reorganized the Company to create the position of Chief Operating Officer," Lemley stated, adding "The Chief Executive Officer function is replaced by the Board's Executive Committee." Lemley will continue to serve as Chairman of the Board and member of its Executive Committee. Longtime Board member Edward Heil will chair the Executive Committee. "Steve Romano, President of American Ecology's Idaho Operations and Vice President for Corporate Development, is appointed Chief Operating Officer," Lemley announced. Effective immediately, Romano is responsible for day-to-day operations of American Ecology and its subsidiaries and reports to the Executive Committee through Heil. Jim Baumgardner, Senior Vice President and Chief Financial Officer, will also report to the Executive Committee through Heil. 6 "We look forward to Jack Lemley's continued contributions to American Ecology as Chairman of the Board of Directors," Heil said. "The Board recognizes Jack's tremendous contributions in saving the Company during the mid-1990s, returning it to profitability, and placing us firmly on the path to future growth." "I accepted the position of Chairman in 1995 to help turn the company around and assemble a solid management team," Lemley noted, concluding, "I believe that has been accomplished and an excellent management team is now in place." Lemley joined American Ecology after a long and distinguished career in the heavy construction and engineering industry. As CEO of Transmanche-Link from 1989 to 1993, Lemley managed construction of the Channel Tunnel, the largest privately funded construction project in history. Prior to that, Lemley served 12 years with Morrison Knudsen Corporation as Senior Vice President, where he managed construction of King Khalid Military City in Saudi Arabia and other mega-projects around the world. Lemley currently serves on the Board of Directors of the Idaho Power Company and Applied Power Corporation, and is a trustee of the University of Idaho and Albertson's College of Idaho. Heil has served on the Board of Directors of American Ecology since 1994, and is the Company's largest shareholder. He has also owned and operated one of the largest solid waste landfills in the midwestern United States and brings more than 40 years of experience in the construction and waste service industries. Romano has served in capacities of increasing responsibility with American Ecology and its subsidiaries for more than 12 years. He brings 22 years of experience in the waste management field with the United States Nuclear Regulatory Commission, the 7 Idaho National Environmental and Engineering Laboratory, and the Wisconsin Department of Natural Resources. American Ecology Corporation, through its subsidiaries, provides radioactive, PCB, hazardous and non-hazardous waste services to commercial and government customers throughout the United States, such as nuclear power plants, medical and academic institutions and petro-chemical facilities. Headquartered in Boise, Idaho, the Company is the oldest radioactive and hazardous waste services Company in the United States. This press release contains forward-looking statements that are based on our current expectations, beliefs, and assumptions about the industry and markets in which American Ecology Corporation and its subsidiaries operate. Actual results may differ materially from what is expressed herein and no assurance can be given that the company can successfully implement its growth strategy or generate future earnings. For information on factors that could cause actual results to differ from expectations, please refer to American Ecology Corporation's Report on Form 10-K filed with the Securities and Exchange Commission. ### 8 -----END PRIVACY-ENHANCED MESSAGE-----