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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: December 1, 2000
AMERALIA, INC.
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(Exact name of Registrant as specified in its charter)
Commission file number: 0-15474
Utah 84-0631765
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(State or other jurisdiction (IRS Employer Identification
incorporation or organization) Number)
311 Raleigh Road, Kenilworth, IL 60043
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(Address of principal executive offices and Zip Code)
(847) 256-9021
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Registrant's telephone number, including area code:
not applicable
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former name or former address, if applicable
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ITEM 5. OTHER EVENTS.
AmerAlia, Inc. (Nasdaq: AALA) entered into a second amended and
restated guaranty agreement with a principal shareholder, the Jacqueline Badger
Mars Trust, by which the Trust is increasing its guaranty of a loan AmerAlia has
from the Bank of America, N.A. Currently the loan is for $7,326,000; the Trust
has agreed to guaranty an increase in that loan to $9,000,000 which will make
net proceeds of approximately $1,500,000 available to AmerAlia. The Trust has
agreed that AmerAlia may make monthly draws in amounts of up to $500,000,
subject to the Trust's approval of each draw. On December 7, 2000, the Bank
increased the loan amount and made the first draw available to AmerAlia. The
loan now has a repayment date of December 1, 2001.
The funds will be used to advance engineering, completion of water,
underground injection and other project permitting, and the payment of interest
and other corporate costs. The new guaranty agreement is a continuation of the
agreement initially entered into with the Trust in September 1999 and amended
most recently in September 2000. The Trust facilitated the loan by guaranteeing
its repayment in a manner satisfactory to the bank. To compensate the Trust,
AmerAlia agreed to pay an amount equal to $1,350,000 in shares of AmerAlia's
restricted common stock valued according to a formula based on market prices of
AmerAlia's common stock following an announcement of financing, another
arrangement for the development of the Rock School Project, or other corporate
actions (with a ceiling price of $2.50 per share). When adjusted for the
extended period of the guaranty (and without taking the ceiling price into
account), this fee amounts to approximately 9% per annum.
The fee is not payable until after AmerAlia announces its permanent
financing or a strategic alliance for the development of the Rock School
Project. AmerAlia agreed that, if during the term of the Guaranty it appeared
that arrangements for the development of the Rock School Project are not
reasonably forthcoming, the Board will determine whether other actions may be in
the best interests of AmerAlia stakeholders.
AmerAlia will make a report to the Trust regarding its progress in
achieving a suitable arrangement by December 15, 2000 and from time-to-time
thereafter as AmerAlia may request further advances under the loan.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits: Second Amended and Restated Guaranty Agreement
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
AMERALIA, INC.
December 14, 2000 By: /s/ Robert C.J. van Mourik
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Robert C.J. van Mourik,
Executive Vice President
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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10.1 Second Amended and Restated Guaranty Agreement
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