-----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, AZBk1gqkLA1nLBCUeT5HhixbS4fWt4k5/YRK3jlMruRsyYsx4XiKu53UZ7YYlzlo hnrYZiEGypwm60cGjh24NQ== 0001015402-04-002800.txt : 20040701 0001015402-04-002800.hdr.sgml : 20040701 20040701121527 ACCESSION NUMBER: 0001015402-04-002800 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040630 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 20040701 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: 04893862 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): June 30, 2004 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 ---------------------- offices) (Zip Code)
(208) 331-8400 -------------- (Registrant's telephone number, including area code) 1 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Effective June 30, 2004 Company subsidiary American Ecology Recycle Center, Inc.. transferred the majority of its assets and related environmental liabilities to Toxco Inc. Toxco, Inc. received $1,650,000 in cash and $2,100,000 in property plant and equipment while assuming $4,600,000 in environmental liabilities. The Company estimates recording a $1,000,000 gain on the sale of these discontinued operations. On July 1, 2004, the Company issued a press release entitled "AMERICAN ECOLOGY ANNOUNCES SALE OF OAK RIDGE, TENNESSEE ASSETS TO TOXCO, INC.". The press release, dated July 1, 2004, is attached as Exhibit 99 and incorporated by reference herein.
Exhibit 99 Press Release, dated July 1, 2004, entitled "AMERICAN ECOLOGY ANNOUNCES SALE OF OAK RIDGE, TENNESSEE ASSETS TO TOXCO, INC."
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: July 1, 2004 By:/S/ James R. Baumgardner ------------------------ James R. Baumgardner Senior Vice President, Chief Financial Officer, Secretary and Treasurer 3
EXHIBIT INDEX Exhibit Description - ---------- ----------- Exhibit 99 Press Release, dated July 1, 2004, entitled "AMERICAN ECOLOGY ANNOUNCES SALE OF OAK RIDGE, TENNESSEE ASSETS TO TOXCO, INC."
4 EX-99 2 doc2.txt EXHIBIT 99 EXHIBIT 99 NEWS RELEASE FOR IMMEDIATE RELEASE / THURSDAY, JULY 1, 2004 Contact: Chad Hyslop (208) 331-8400 chyslop@americanecology.com www.americanecology.com - --------------------------- ----------------------- AMERICAN ECOLOGY ANNOUNCES SALE OF OAK RIDGE, TENNESSEE ASSETS TO TOXCO, INC. COMPANY ANNOUNCES JULY 21 SECOND QUARTER INVESTOR CONFERENCE CALL BOISE, Idaho - Stephen Romano, President and Chief Executive Officer of American Ecology Corporation [NASDAQ: ECOL], today announced that on June 30, 2004 American Ecology completed the sale of principally all of the assets of its discontinued low-level radioactive waste processing facility in Oak Ridge, Tennessee to Toxco Inc., of Anaheim, California. "This transaction concludes a successful 2 and half year effort by American Ecology to exit this and other non-core businesses, allowing us to focus on our core hazardous and radioactive waste treatment and disposal business," Romano said, continuing "The 16 acre, State-licensed Oak Ridge facility provides Toxco with an excellent location and the infrastructure to expand their existing business." Under the terms of the transaction, Toxco received all of the facility's land, buildings, equipment and licenses, plus $1.65 million in cash in exchange for assuming all environmental obligations, including the costs for future closure and decommissioning of the facility at the end of its operational life. The transaction relieved $4.6 million of environmental liabilities from American Ecology's balance sheet and will result in a gain on sale of approximately $1.0 million, which will be reflected in the Company's financial statements as of June 30, 2004. American Ecology acquired the Oak Ridge low-level radioactive waste processing facility in 1994 and operated the business through subsidiary American Ecology Recycle Center Inc. Commercial 5 operations were discontinued in December 2002, followed by reductions in the facility's labor force. All customer waste was removed from the facility by July, 2003. "We're very pleased to close this chapter in American Ecology's history," Romano concluded. With the sale complete, the Company will re-evaluate its valuation allowance against its deferred tax asset and its expected ability to utilize those net operating loss carry-forwards specifically related to past operation of the Oak Ridge facility. This re-evaluation should result in a significant tax benefit, which will be addressed in the Company's financial results for the quarter ending June 30, 2004. American Ecology Corporation will announce financial results for the quarter ending June 30, 2004 on Tuesday, July 20 at the close of trading on the Nasdaq National Stock Market. Company management will host an investor conference call on Wednesday, July 21 at 10:00 a.m. Mountain Time to discuss second quarter results and the financial impact of the Oak Ridge asset sale. Interested parties may participate in the investor conference by calling 1-888-747-3446. American Ecology Corporation, through its subsidiaries, provides radioactive, PCB, hazardous and non-hazardous waste treatment and disposal services to commercial and government customers throughout the United States, such as nuclear power plants, steel mills, medical and academic institutions, refineries and chemical manufacturing facilities. Headquartered in Boise, Idaho, American Ecology 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 generate future earnings, prevail in pending litigation, or remain free of liability for its retained Oak Ridge obligations. For information on factors that could cause actual results to differ from expectations, please refer to American Ecology 6 Corporation's Report on Form 10-K, and most recent Form 10-Q filed with the Securities and Exchange Commission. # 7 -----END PRIVACY-ENHANCED MESSAGE-----