1
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): December 31, 1996
Commission File Number 0-11688
AMERICAN ECOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-3889638
- ---------------------------------- -----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
805 W. Idaho
Ste. 200
Boise, Idaho 83702-1779
- ---------------------------------------- ------------------------------
(Address of principle executive offices) (Zip Code)
(208) 331-8400
----------------------------------------------------
(Registrant's 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
SEC File Number 00-11688
2
ITEM 5. OTHER EVENTS.
On December 31, 1996, American Ecology Corporation (the "Company") and
its subsidiaries as guarantors, entered into a Third Amended Credit Agreement
(the "Agreement") with Texas Commerce Bank National Association (the "Bank"),
amending and restating the Company's existing secured debt agreement.
The new loan terms extend the maturity date of the Company's existing
debt to December 31, 2000. Interest at the rate of 7% will accrue on the debt
and be added to the principal balance through December 1998. Thereafter,
interest will be paid quarterly at the greater of 10% or prime. Repayment of
principal commences with a $5.0 million payment due December 31, 1999, and
$250,000 quarterly payments thereafter. The Bank receives warrants,
exercisable only upon maturity of the loan, or a monetary default, to purchase
up to 10% of the Company's then outstanding common stock at a price of $1.50
per share. The warrants are eliminated when the Company pays the difference
between the 7% accrued interest and the greater interest rate of 10% or prime
for the period of October 31, 1996 to December 31, 1998, at loan maturity. The
financial covenants were also amended, and the Bank agreed to permit the Company
to use certain capital freed up by the restructuring as working capital. The
Company is prohibited from paying dividends on its common stock until the debt
is fully paid.
As a condition to the Agreement, the Company was required to raise $3.0
million in additional equity on or before December 31, 1996 which it
accomplished on November 15, 1996 through the issuance of a new Series E
Redeemable Convertible Preferred Stock to two of its directors. That
transaction was previously reported on SEC Form 8-K dated November 27, 1996.
Additionally, the Agreement requires the Company use its best efforts to raise
an additional $2.0 million in equity capital on or before June 30, 1997. The
Agreement is effective as of October 31, 1996.
The Agreement is attached hereto and incorporated herein as an exhibit.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
99.8 Third Amended and Restated Credit Agreement Among American
Ecology Corporation and its Subsidiaries as Guarantors and Texas
Commerce Bank National Association, as executed on December 31, 1996.
3
AMERICAN ECOLOGY CORPORATION FORM 8-K
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
Dated February 12, 1997 By: /s/ Jack K. Lemley
------------------------------------
Jack K. Lemley
Chairman and Chief Executive Officer
4
EXHIBIT 99.8
THIRD AMENDED AND RESTATED
CREDIT AGREEMENT
AMONG
AMERICAN ECOLOGY CORP.,
AS THE COMPANY
THE SUBSIDIARIES OF THE COMPANY
LISTED AS GUARANTORS HEREIN
AND
TEXAS COMMERCE BANK NATIONAL ASSOCIATION
DATED AS OF OCTOBER 31, 1996