-----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, BQlBKyjCjch0F71L4nICqPG1a7+8uFhl3dN9HzUAwaW7DZi9XKXbYwhM76tapZ47 FNhoFoTpzcyu+vx8LDpnSw== 0001015402-02-004136.txt : 20021227 0001015402-02-004136.hdr.sgml : 20021227 20021227153444 ACCESSION NUMBER: 0001015402-02-004136 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021227 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021227 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: 02870287 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 doc1.txt 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): December 27, 2002 AMERICAN ECOLOGY CORPORATION ---------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 0-11688 95-3889638 -------- ------- ---------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation Identification or organization) Number) Lakepointe Centre I, 300 E. Mallard, Suite 300 Boise, Idaho 83706 ------------ ----- (Address of principal executive offices) (Zip Code) (208) 331-8400 -------------- (Registrant's telephone number, including area code) ITEM 5. OTHER INFORMATION. On December 27, 2002, American Ecology Corporation issued a press release to announce that its wholly owned subsidiary, American Ecology Recycle Center, Inc., will discontinue radioactive waste processing operations and incur charges of approximately $6 million during the fourth quarter of 2002 related to the discontinuance. The press release, dated December 27, 2002, is attached as Exhibit 99 and incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following exhibit is filed as part of this report: Exhibit 99 Press Release, dated December 27, 2002, entitled "AMERICAN ECOLOGY DISCONTINUES RADIOACTIVE WASTE PROCESSING BY OAK RIDGE, TENN SUBSIDIARY" 2 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: December 27, 2002 By:/S/ James R. Baumgardner -------------------- James R. Baumgardner Senior Vice President, Chief Financial Officer, Secretary and Treasurer 3 EXHIBIT INDEX Exhibit Description - ------- ----------- 99 Press Release, dated December 27, 2002, entitled "AMERICAN ECOLGY DISCONTINUES RADIOACTIVE WASTE PROCESSING BY OAK RIDGE, TENN SUBSIDIARY" 4 EX-99 3 doc2.txt EXHIBIT 99 NEWS RELEASE For Immediate Release / Friday, December 27, 2002 Contact: Chad Hyslop (208) 331-8400 info@americanecology.com www.americanecology.com - ------------------------ ----------------------- AMERICAN ECOLOGY DISCONTINUES RADIOACTIVE WASTE PROCESSING BY OAK RIDGE, TENN SUBSIDIARY ACTION TAKEN TO REDUCE EXPENSES AND BETTER POSITION SUBSIDIARY FOR SALE BOISE, Idaho - Stephen Romano, President and Chief Executive Officer of American Ecology Corporation [NASDAQ: ECOL], today announced that subsidiary American Ecology Recycle Center, Inc. ("AERC"), based in Oak Ridge, Tennessee is discontinuing processing of low-level radioactive waste ("LLRW") to reduce operating expenses and better position AERC for sale. Romano also announced an associated labor force reduction of 63 employees. The subsidiary will retain a limited number of employees to oversee the removal of stored waste from the Oak Ridge site and maintain compliance with its radioactive materials license. "Since October, when the Company announced its intention to market and sell AERC, American Ecology entered non-disclosure agreements with, and provided information to several interested parties, but to date have received no acceptable offers based on the Oak Ridge facility's historic mode of operations," Romano explained. "However, several potential buyers have expressed interest in acquiring AERC based on different business models," Romano added. Company management believes the discontinuation of LLRW processing and timely removal of waste will reduce losses and liabilities at the Oak Ridge facility, increasing its attractiveness to potential buyers. Since purchasing AERC in 1994, the subsidiary has lost $45 million, including a substantial operating and net loss in 2001 and 2002 year-to-date. "The Oak Ridge commercial LLRW processing operation does not fit our core business model since the majority of wastes processed there are ineligible for burial at our disposal facilities," Romano said. American Ecology's profitable, core business is the treatment and disposal of hazardous, PCB and radioactive waste at sites in Idaho, Nevada, Texas and Washington. American Ecology expects to continue to market AERC to qualified buyers while continuing to meet its radioactive materials license obligations. Management expects that discontinuance of its LLRW processing operations will require the Company to take special charges, establish reserves and impair certain assets of AERC during the fourth quarter of 2002. The Company's preliminary, initial estimate for these special charges associated with discontinuing processing operations at Oak Ridge is in the range of approximately $6 million. The Company will report its 2002 fiscal year results, along with fourth quarter 2002 financial results, on February 24, 2003. "The reduction in our Oak Ridge workforce was a difficult but necessary decision in preparing to exit the commercial radioactive waste processing business," Romano stated, concluding, "We thank the affected employees at Oak Ridge for their past efforts." 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 nuclear power plants, steel mills, 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, generate improved earnings, or conclude an agreement for the sale of subsidiary American Ecology Recycle Center, Inc. The current preliminary estimate for discontinued operations will be adjusted as additional facts become known and further analysis is performed. No assurance can be given that the estimated special charges associated with discontinued processing operations will not ultimately be higher than discussed herein. For information on other factors that could cause actual results to differ from expectations, please refer to American Ecology Corporation's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission. ### -----END PRIVACY-ENHANCED MESSAGE-----