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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 01, 2001
Commission File Number 0-11688
AMERICAN ECOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-3889638
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
805 W. Idaho
Ste. 200
Boise, Idaho 83702-1779
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(Address of principal executive offices) (Zip Code)
(208) 331-8400
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(Registrants telephone number, including area code)
Indicate by a check mark whether Registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
AMERICAN ECOLOGY CORPORATION FORM 8-K
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SEC File Number 00-11688
Item 2. Acquisition or Disposition of Assets.
On February 1, 2001, American Ecology Corporation, ("the Registrant")
acquired Envirosafe Services of Idaho, Inc. a Delaware corporation ("ESII"),
pursuant to a Stock Purchase Agreement (the "Agreement") by and among the
Registrant and its wholly-owned subsidiary American Ecology Environmental
Services Corporation, a Texas corporation, and Envirosource Technologies Inc., a
Delaware corporation whose main offices are located at 1155 Business Center
Drive, Horsham, Pennsylvania 19044, and Envirosource, Inc., a Delaware
corporation, and parent company of Envirosource Technologies Inc.
Under the terms of the Agreement, the Registrant paid One Thousand and 00/100
dollars ($1,000.00) in cash for all of the outstanding shares of ESII, a
subsidiary of Envirosource Technologies Inc., subject to approximately $20.4
million in liabilities. This acquisition will be accounted for as a purchase.
The acquisition was approved by the respective board of directors of each
company and is now complete. The purchase price was paid from the Registrant's
working capital. There is no prior relationship between the Registrant and the
Seller.
Pursuant to the Agreement, the Registrant acquired all of the authorized and
issued stock of ESII, thereby obtaining ownership of all ESII assets and
liabilities. The principal ESII assets are a RCRA and TSCA permitted hazardous
and PCB waste treatment and disposal facility located in southwestern Idaho, a
hazardous waste treatment facility operating under contract at an Illinois steel
mill site, and exclusive rights to use a patented hazardous waste treatment
process for steel mill electric arc furnace waste within a defined service
territory in the western United States. The assets acquired totaled
approximately $20.4 million as of the December 31, 2000 unaudited balance sheet
date. This purchase increases the Registrant's asset base by approximately a
25%.
The Registrant currently provides commercial hazardous and PCB waste treatment,
storage and disposal services and intends to increase its share of the U.S.
market for this business through the acquired assets and continued operation of
its existing hazardous and PCB waste treatment and disposal facilities.
Balukoff, Lindstrom & Co., P.A., the independent auditors for the Registrant
will conduct an audit of ESII in March 2001. The required financial statements
will then be prepared and filed in a Form 8-K on or within 60 days from February
15, 2001, the required date for filing the initial report on Form 8-K.
On February 2, 2001, the Registrant issued a press release announcing the
acquistion. A copy of the press release is attached as an exhibit hereto and is
incorporated by reference herein.
(c) Exhibits.
99.11 Registrant's Press Release dated February 2, 2001
99.12 Stock Purchase Agreement
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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 2, 2001 By: /s/ Jack K. Lemley
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Jack K. Lemley
Chairman, Chief Executive Officer,
& President
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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99.11 Registrant's Press Release dated February 2, 2001
99.12 Stock Purchase Agreement