-----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, TmSB/w6Ayg5pbT2MVW5e1Uc1ctcueRbGlnZ4jrEuzM9/4CAIWb6qHTvefK3ZtYky 8qJH52YtOXvKVRLTsj2VOQ== 0001015402-03-000973.txt : 20030331 0001015402-03-000973.hdr.sgml : 20030331 20030331131720 ACCESSION NUMBER: 0001015402-03-000973 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030326 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030331 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: 03628827 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 AMERICAN ECOLOGY CORP 8-K 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): March 26, 2003 AMERICAN ECOLOGY CORPORATION ---------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 0-11688 95-3889638 -------- ------- ---------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification Number) Lakepointe Centre I, 300 E. Mallard, Suite 300 Boise, Idaho 83706 - -------------------------------- ----- (Address of principal executive (Zip Code) offices) (208) 331-8400 -------------- (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS. On March 28, 2003, American Ecology Corporation issued a press release to announce that its wholly owned subsidiary, US Ecology, Inc., has received an adverse judgment in the case styled US Ecology, Inc. v. The State of California, et al. The press release, dated March 28, 2003, 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 March 28, 2003, entitled "SUPERIOR COURT RULES AGAINST US ECOLOGY IN WARD VALLEY CASE" This Form 8-K contains forward-looking statements related to unknown risks and uncertainties. These risks include, but are not limited to access to capital, as well as compliance with and changes to applicable laws and regulations, exposure to litigation, access to insurance and financial assurances, new technologies, competitive environment, labor issues, and loss of major contracts. The audited consolidated financial statements and the notes thereto filed on Form 10-K for the year ending December 31, 2002 contains additional risk factors and an expanded disclosure of these risks. When the Company uses words like "may," "believes," "expects," "anticipates," "should," "estimate," "project," "plan," their opposites and similar expressions, the Company is making forward-looking statements. These terms are most often used in statements relating to business plans, strategies, anticipated benefits or projections about the anticipated revenues, earnings or other aspects of our operating results. The Company makes these statements in an effort to keep stockholders and the public informed about our business based on our current expectations about future events. Such statements should be viewed with caution and are not guarantees of future performance or events. Our business is subject to uncertainties, risks and other influences, many of which the Company has no control over. Additionally, these factors, either alone or taken together, could have a material adverse effect on the Company and could change whether any forward-looking statement ultimately turns out to be true. The Company undertakes no obligation to publicly release updates or revisions to these statements. The above discussion should be read in conjunction with the audited consolidated financial statements and the notes thereto filed on Form 10-K for the year ending December 31, 2002. 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: March 28, 2003 By:/S/ James R. Baumgardner 2 EX-99.1 3 doc2.txt Exhibit 99 Press Release, dated March 28, 2003, entitled "SUPERIOR COURT RULES AGAINST US ECOLOGY IN WARD VALLEY CASE" [GRAPHIC OMITTED] AE NEWS RELEASE For Immediate Release / March 28, 2003 Contact: Chad Hyslop (208) 331-8400 info@americanecology.com www.americanecology.com ------------------------ ----------------------- SUPERIOR COURT RULES AGAINST US ECOLOGY IN WARD VALLEY CASE COMPANY TO WRITE OFF $21 MILLION IN WARD VALLEY ASSETS BOISE, Idaho - Stephen Romano, President and Chief Executive Officer of American Ecology Corporation [NASDAQ: ECOL], today announced that California Superior Court Judge E. Mac Amos, Jr. issued a Statement of Decision finding that subsidiary US Ecology, Inc. had failed to establish causation in its promissory estoppel claim against the State of California. The March 26 ruling further stated that US Ecology's claim is barred by the doctrine of unclean hands. The latter finding was based on actions the Court concluded had created obstacles to an agreement to convey the Ward Valley property to the State. In May 2000, US Ecology sued the State of California, its Governor, Gray Davis, the Director of its Department of Health Services and other State agencies for monetary damages exceeding $162 million. The suit stems from the State's abandonment of the Ward Valley project. The ruling, if upheld, would absolve the State from any financial obligation for costs previously incurred by US Ecology to develop the project. "We are now analyzing the Statement of Decision with the assistance of legal counsel," Romano stated, adding, "the Company will be evaluating its legal options based on this analysis." While ruling in favor of the State, Judge Amos did find that certain elements of the Company's promissory estoppel claim had been established. Specifically, the Court ruled that the State of California made a clear and unambiguous promise to US Ecology in 1988 to use its best efforts to acquire the Ward Valley site, that the State subsequently abandoned this promise during Governor Davis' administration, and that the Company's reliance on the State's promise was reasonable. However, the Court found that the State's breach of its best efforts promise was not a substantial factor in causing damages to US Ecology since the federal government had continued to resist the land transfer. 3 Speaking on the financial impact of the ruling, Jim Baumgardner, Senior Vice President and Chief Financial Officer stated, "The Company is no longer in a position to conclude from an accounting standpoint that it is more likely than not that it will recover its investment in the project. Consequently, the Company will write down the $21 million in Ward Valley assets in the first quarter of 2003." American Ecology reported net total assets of approximately $87 million at December 31, 2002. "While negatively impacting earnings during the quarter and year, the decision to write down Ward Valley assets has no cash impact to the Company," Baumgardner added, concluding, "the Company continues to possess sufficient financial wherewithal to meet its ongoing obligations and execute its current business plan." 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, 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. Actual results may differ materially from what is expressed herein and no assurance can be given that the company can generate future earnings, successfully appeal the Ward Valley ruling, or prevail in other 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. ### 4 -----END PRIVACY-ENHANCED MESSAGE-----