<PAGE> 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): November 19, 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 (I.R.S. Employer
incorporation or organization) Identification Number)
805 W. Idaho, Suite 200
Boise, Idaho 83702-1779
- ------------------------------ -----------------------------
(Address of principle (Zip Code)
executive offices)
(208) 331-8400
---------------------------------------------------
(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 [ ]
<PAGE> 2
AMERICAN ECOLOGY CORPORATION FORM 8-K
SEC File Number 00-11688
Item 4. Changes in Registrant's Certifying Accountant
On November 19, 1996, the Board of Directors of American Ecology Corporation, a
Delaware corporation (the Company), approved and accepted the recommendation of
the Audit Committee and management to appoint Balukoff, Lindstrom & Co., P.A.
as its independent accountants to audit the Company's financial statements. On
the same date, the Board of Directors of the Company approved and accepted the
recommendation of the Audit Committee and management not to engage Arthur
Andersen, LLP (AALLP), who served as the Company's independent auditors since
1992.
The Company relocated its corporate headquarters from Houston, Texas to Boise,
Idaho beginning April 1996. Due to changes from the relocation, the Company
selected the Boise based Balukoff, Lindstrom & Co., P.A. as its independent
accountants. An engagement letter with Balukoff, Lindstrom & Co. was signed
November 25, 1996.
During the two most recent fiscal years ended, AALLP issued opinions for the
financial statements. For the year ending December 31, 1994, AALLP issued a
modified opinion which included an emphasis paragraph referring to the terms of
the banking credit agreement. For the financial statements ending December 31,
1995, AALLP issued a modified opinion which included an uncertainty explanatory
paragraph describing the substantial doubt concerning the Company's ability to
continue as a going concern and other matters.
During the two most recent fiscal years ended December 31, 1995 and for the
subsequent period ended November 19, 1996, there were no disagreements between
the Company and AALLP, regarding any matter of accounting principle or
practice, or financial statement disclosure, audit scope or procedure which if
not resolved to the satisfaction of AALLP, would have caused AALLP to make
reference to the subject matter of any disagreement in connection with their
report.
During the Company's two fiscal years ended December 31, 1995 and each
subsequent interim period preceding the engagement of Balukoff, Lindstrom &
Co., P.A., the Company did not consult with Balukoff, Lindstrom & Co., P.A.
regarding either (i) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company's financial statement, or (ii) any matter that
was either the subject of a disagreement or a reportable event relocating to
AALLP.
The Company has authorized its former accountant, AALLP, to respond fully to
the inquiries of the successor accountant concerning any matter related to its
service as independent accountants to the Company.
2
<PAGE> 3
AMERICAN ECOLOGY CORPORATION FORM 8-K
SEC File Number 00-11688
Item 7. Financial Statements and Exhibits
Exhibit 1 Letter from Arthur Andersen, LLP
3
<PAGE> 4
AMERICAN ECOLOGY CORPORATION FROM 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 November 25, 1996 By: /s/ JACK K. LEMLEY
---------------------------
Jack K. Lemley
Chairman and Chief Executive Officer
4
<PAGE> 5
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
- ------- -----------
1 Letter From Arthur Andersen, LLP
<PAGE> 1
[ARTHUR ANDERSEN LETTERHEAD]
------------------
Arthur Andersen LLP
November 25, 1996 -------------------
Suite 1300
Office of the Chief Accountant 711 Louisiana Street
SECPS Letter File Houston TX 77002-2786
Securities and Exchange Commission 713 237-2373
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 included in the attached Form 8-K dated November 25, 1996
of American Ecology Corporation to be filed with the Securities and Exchange
Commission and are in agreement with the statements contained therein.
Very truly yours,
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
amecol
Copies to:
Mr. Jack Lemley
Mr. Gary Davis
American Ecology Corporation
