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 21, 2003
AMERICAN ECOLOGY CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-11688 95-3889638
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(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
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(Address of principal executive (Zip Code)
offices)
(208) 331-8400
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(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
On June 10, 2003, the Company entered into a non-binding letter of intent with a
potential buyer of the Company's Oak Ridge facility assets, including certain
licenses, buildings and equipment, for a nominal sales price along with buyer
assumption of specified liabilities. On November 3, 2003 the parties extended
the non-binding letter of intent until December 5, 2003.
On November 21, 2003, the potential buyer of the Oak Ridge facility notified the
Company that its board of directors was not prepared to proceed with the
purchase transaction as contemplated by the letter of intent. While the Company
will continue discussions with this party, the Company intends to continue
preparing the property for sale, with the intent to solicit additional offers
for these assets from other potentially qualified buyers.
The Company's primary financial assurance policies expired on September 27,
2003, but were extended to December 19, 2003. Due to the ongoing efforts to sell
the facility, the insurance company may require additional collateral as of
December 19, 2003. No assurance can be given that the Company will reach
agreement with the insurance company.
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, loss of major contracts, and ability to
economically dispose of the Oak Ridge facility. 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 as well as the
subsequent quarterly updates on Form 10Q.
SIGNATURES
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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 24, 2003 By: /S/ James R. Baumgardner
James R. Baumgardner
Senior Vice President and Chief Financial Officer
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