-----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, On8UmvJmmnfAoSA+B1P+zV1hKH5JT9YS8MZnl5gOjVbC09S9KRhwQdR+L7e47HUL pvYUOZ9Zlg7njXxUiTTaEg== 0001140361-06-002833.txt : 20060222 0001140361-06-002833.hdr.sgml : 20060222 20060222170459 ACCESSION NUMBER: 0001140361-06-002833 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060221 ITEM INFORMATION: Other Events FILED AS OF DATE: 20060222 DATE AS OF CHANGE: 20060222 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: 06636808 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 form8-k.htm AMERICAN ECOLOGY 8-K 02-21-2006 American Ecology 8-K 02-21-2006


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): February 21, 2006


AMERICAN ECOLOGY CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE
 
0-11688
 
95-3889638
(State or other jurisdiction of incorporation or organization)
 
(Commission File Number)
 
(I.R.S. Employer 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)
 


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Item 8.01. Other Events

On February 21, 2006, the Company issued a press release entitled “AMERICAN ECOLOGY ANNOUNCES 2006 DIVIDEND PLANS AND DIRECTOR SLATE”. The press release, dated February 21, 2006, is attached as Exhibit 99 and incorporated by reference herein.
 
Exhibit 99
Press Release, dated February 21, 2006, entitled “AMERICAN ECOLOGY ANNOUNCES 2006 DIVIDEND PLANS AND DIRECTOR SLATE”
 
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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: February 22, 2006
By: /S/ Stephen A. Romano
 
Stephen A. Romano
 
President, Chief Executive Officer
 
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EXHIBIT INDEX

Exhibit
 
Description
     
 
Press Release dated February 21, 2006 titled “AMERICAN ECOLOGY ANNOUNCES 2006 DIVIDEND PLANS AND DIRECTOR SLATE”
 
4

EX-99 2 ex99.htm EXHIBIT 99 Exhibit 99


Exhibit 99 
NEWS RELEASE
For Immediate Release
Contact: Chad Hyslop or Jim Baumgardner (208) 331-8400
info@americanecology.com   www.americanecology.com 
 
AMERICAN ECOLOGY ANNOUNCES 2006 DIVIDEND
PLANS AND DIRECTOR SLATE

Company Also Provides Update on Chief Financial Officer Succession Plan

BOISE, Idaho, February 21, 2006 - American Ecology Corporation [NASDAQ:ECOL] today announced that the Company intends to pay a $0.15 per common share quarterly dividend in 2006. The next quarterly dividend is expected to be paid on April 21, 2006 to stockholders of record on April 14, 2006.
 
"Management and the Board of Directors are confident that American Ecology can continue to deliver earnings growth and pay this quarterly dividend in 2006," stated Stephen Romano, American Ecology Chief Executive Officer and Director. "Our free cash flow is sufficient to fund the dividend while also funding all currently planned capital projects and ongoing growth initiatives," Romano noted.
 
The Company intends that shareholders of record on July 14, 2006 and October 13, 2006 will also receive a $0.15 per share dividend.
 
At December 31, 2005 the Company reported 17,742,420 shares outstanding and $19.9 million in cash and short-term investments on hand. The Company estimates that approximately $2.7 million in cash will be paid out for each declared quarterly dividend.
 
Director Slate Announced
 
Seven members of the current Board of Directors will stand for re-election at the annual shareholders meeting in Chicago, Illinois on May 25, 2006. The slate, to be presented in the Company’s forthcoming proxy statement, will include Edward F. Heil, Roy C. Eliff, Kenneth C. Leung, Richard Riazzi, Jimmy D. Ross, Richard T. Swope and Romano. Current Director Rotchford L. Barker has decided not to stand for re-election.
 
Chief Financial Officer Succession Plan
 
On February 17, 2006 the Company announced the resignation of Senior Vice President and Chief Financial Officer Jim Baumgardner effective March 24, 2006. Romano, in coordination with the Chairman of the Board’s Audit Committee, will bring a recommendation to the Board for the position consistent with a Board-adopted executive succession plan.
 

 
“American Ecology is in a different, much better position than when Jim Baumgardner joined the Company six years ago,” Romano commented, adding “We are approaching this succession process in a disciplined, organized manner based on the Company’s present strengths, needs and strategic objectives.”
 
Outlook
 
Management today reaffirms the Company’s previous earnings per share outlook of $0.72 to $0.82 per fully diluted share in 2006.
 
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 management’s current expectations, beliefs, plans, 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. While the Company intends to pay quarterly dividends, payment of any future dividend is contingent upon the Company’s continued compliance with all terms and conditions of the Amended and Restated Credit Agreement with its primary bank, and the Board of Director’s approval of any such dividend declaration or payment. No assurance can be given that the Company will timely locate a successor Chief Financial Officer, successfully implement its business plan, meet its earnings guidance, generate future earnings, increase its cash flow, comply with its bank covenants or pay future dividends. 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.
 
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