SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-15661
AMCOL INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 36-0724340
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
</TABLE>
1500 West Shure Drive, Suite 500, Arlington Heights, Illinois 60004-7803
(Address of principal executive offices) (Zip Code)
(847) 394-8730
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes x No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding at July 19, 1996
(Common stock, $.01 par value) 19,137,340
<PAGE>
AMCOL INTERNATIONAL CORPORATION
INDEX
<TABLE>
<CAPTION>
Page No.
Part I - Financial Information
<S> <C> <C>
Item 1 Financial Statements
Condensed Consolidated Balance Sheet -
June 30, 1996 and December 31, 1995 1
Condensed Consolidated Statement of Operations -
six months and three months ended June 30, 1996 and 1995 2
Condensed Consolidated Statement of Cash Flows -
six months ended June 30, 1996 and 1995 3
Notes to Condensed Consolidated Financial Statements 4
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 5
Part II - Other Information
Item 4 Submission of Matters to a Vote of Security Holders 13
Item 6 Exhibits and Reports on Form 8-K 13
</TABLE>
<PAGE>
Part I, Item I - FINANCIAL INFORMATION
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
(In thousands)
ASSETS
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
--------------------- ----------------------
<S> <C> <C>
Current assets: *
Cash and cash equivalents $ 1,315 $ 1,888
Accounts receivable 80,135 66,429
Inventories 45,632 47,205
Advance mining 1,800 2,678
Prepaid expenses 4,560 5,355
Current deferred tax asset 2,782 2,782
Total current assets 136,224 126,337
Property, plant, equipment and mineral reserves 281,875 276,530
Less accumulated depreciation 105,078 101,319
176,797 175,211
Intangible assets 15,707 15,886
Other long-term assets 4,749 4,932
$ 333,477 $ 322,366
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable and current maturities of debt $ 5,040 $ 4,069
Accounts payable 19,396 18,777
Accrued liabilities 17,385 13,036
Total current liabilities 41,821 35,882
Long-term debt 122,054 117,016
Deferred credits and minority interest 13,057 13,974
Stockholders' equity:
Common stock 213 213
Additional paid-in capital 75,220 74,967
Foreign currency translation adjustment (1,715) (2,351)
Retained earnings 88,143 86,703
Treasury stock (5,316) (4,038)
156,545 155,494
$ 333,477 $ 322,366
</TABLE>
*Condensed from audited financial statements.
The accompanying notes are an integral part of these
condensed financial statements.
-1-
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
(In thousands, except number of shares and per share data)
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
June 30, June 30,
------------------------------------- -----------------------------------
1996 1995 1996 1995
------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Net sales $ 182,297 $ 162,410 $ 96,761 $ 83,660
Cost of sales 146,383 125,605 76,847 64,231
Gross profit 35,914 36,805 19,914 19,429
General, selling and administrative
expenses 25,482 22,469 13,059 11,651
Operating profit 10,432 14,336 6,855 7,778
Other income (expense):
Interest expense, net (4,114) (2,350) (2,059) (1,282)
Other income, net 131 900 (124) 758
(3,983) (1,450) (2,183) (524)
Income from operations 6,449 12,886 4,672 7,254
Income taxes 2,322 4,527 1,682 2,552
Income before minority interest 4,127 8,359 2,990 4,702
Net income of minority interest (13) (40) (7) (14)
Net income $ 4,114 $ 8,319 2,983 $ 4,688
Weighted average common and
common equivalent shares 19,540,809 19,621,263 19,475,371 19,681,117
Earnings per share $ .21 $ .42 $ .15 $ .24
Dividends declared per share $ .14 $ .12 $ .07 $ .06
</TABLE>
The accompanying notes are an integral part of these
condensed financial statements.
-2-
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
-----------------------------------------------
1996 1995
---------------------- -------------------
<S> <C> <C>
Cash flow from operating activities:
Net income $ 4,114 $ 8,319
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, depletion, and amortization 13,048 9,056
Other (436) (52)
(Increase)/decrease in current assets (10,723) (16,422)
Increase/(decrease) in current liabilities 5,963 922
Net cash provided by operations 11,966 1,823
Cash flow from investing activities:
Acquisition of land, mineral reserves,
depreciable and intangible assets (21,339) (41,081)
Sale of product line and mineral reserves 6,155 --
Other 1,234 1,446
Net cash used in investing activities (13,950) (39,635)
Cash flow from financing activities:
Net change in outstanding debt 5,015 33,069
Dividends paid (2,675) (2,295)
Other (929) 632
Net cash provided by financing activities 1,411 31,406
Net decrease in cash and cash equivalents (573) (6,406)
Cash and cash equivalents at beginning of period 1,888 10,389
Cash and cash equivalents at end of period $ 1,315 $ 3,983
Supplemental Disclosure of Cash Flows Information
Actual cash paid for:
Interest $ 2,386 $ 3,367
Income taxes $ 816 $ 3,497
</TABLE>
The accompanying notes are an integral part of these
condensed financial statements.
-3-
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands)
Note 1: BASIS OF PRESENTATION
The financial information included herein, other than the
condensed consolidated balance sheet as of December 31, 1995, has been prepared
by management without audit by independent certified public accountants who do
not express an opinion thereon. The condensed consolidated balance sheet as of
December 31, 1995, has been derived from and does not include all the
disclosures contained in the audited consolidated financial statements for the
year ended December 31, 1995. The information furnished herein includes all
adjustments which are, in the opinion of management, necessary for a fair
statement of the results of the interim period, and all such adjustments are of
a normal recurring nature. Management recommends the accompanying consolidated
financial information be read in conjunction with the consolidated financial
statements and related notes included in the Company's 1995 Form 10-K which
accompanies the 1995 Corporate Report.
The results of operations for the six-month period ended June
30, 1996, are not necessarily indicative of the results to be expected for the
full year.
Note 2: INVENTORIES
Inventories at June 30, 1996 have been valued using the same
methods as at December 31, 1995. The composition of inventories at June 30, 1996
and December 31, 1995, was as follows:
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
--------------- ---------------
<S> <C> <C>
Crude stockpile and in-process inventories $ 28,201 $ 29,705
Other raw material, container and supplies inventories 17,431 17,500
----------------- ----------------
$ 45,632 $ 47,205
</TABLE>
Note 3: EARNINGS PER SHARE
Earnings per share are computed by dividing net income by the
weighted average number of common shares outstanding and the dilutive effect of
stock options outstanding at the end of each period.
-4-
<PAGE>
Item II - AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of
certain significant factors which have affected the Company's financial position
and operating results during the periods included in the accompanying condensed
consolidated financial statements.
Six Months Ended June 30, 1996 vs. 1995
Net sales increased by $19.9 million, or 12.2%, while gross profit
decreased by $.9 million, or 2.4%, as lower gross profit from the minerals
segment offset improvements in other segments. Operating profit decreased by
$3.9 million, or 27.2%, as general, selling and administrative expenses
increased by $3.0 million primarily related to the expenses associated with the
development of nanocomposite technology and the establishment of the European
environmental unit. Net interest expense increased by $1.8 million, or 75.1%, as
a result of higher debt levels. In the 1995 period, approximately $.9 million of
construction-related interest was capitalized. Other income for 1995 included
$.6 million related to a gain on the cancellation of an interest rate swap.
Earnings were $.21 per share for the 1996 period, compared with $.42 per share
for the prior year period on slightly fewer weighted average shares outstanding.
A brief discussion by business segment follows:
<TABLE>
<CAPTION>
Six Months Ended June 30,
--------------------------------------------------------------------------------------
1996 1995 1996 vs. 1995
---------------------------- -------------------------- -------------------------
<S> <C> <C> <C> <C> <C> <C>
Minerals (Dollars in Thousands) $ Change % Change
------------ --------------
Net sales $ 69,904 100.0% $ 70,566 100.0% $ (662) -0.9%
Cost of sales 59,419 85.0% 56,170 79.6%
Gross profit 10,485 15.0% 14,396 20.4% (3,911) -27.2%
General, selling and
administrative expenses 7,748 11.1% 7,836 11.1% (88) -1.1%
Operating profit 2,737 3.9% 6,560 9.3% (3,823) -58.3%
</TABLE>
Sales decreased by $.7 million, or .9%, from the prior-year
period, reflecting significantly lower agricultural carrier sales and flat
demand in the durable goods sector. Gross profit margins declined by 540 basis
points due to the loss of agricultural carrier business and the higher costs
associated with underutilized cat litter capacity. Staff reductions and lower
packaging costs have been achieved, however the full impact will not be realized
until later in 1996.
-5-
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Continued)
<TABLE>
<CAPTION>
Six Months Ended June 30,
--------------------------------------------------------------------------------------
1996 1995 1996 vs. 1995
---------------------------- -------------------------- -------------------------
<S> <C> <C> <C> <C> <C> <C>
Absorbent Polymers (Dollars in Thousands) $ Change % Change
------------ --------------
Net sales $ 66,148 100.0% $ 55,248 100.0% $ 10,900 19.7%
Cost of sales 53,714 81.2% 43,047 77.9%
Gross profit 12,434 18.8% 12,201 22.1% 233 1.9%
General, selling and
administrative expenses 4,896 7.4% 4,417 8.0% 479 10.8%
Operating profit 7,538 11.4% 7,784 14.1% (246) -3.2%
</TABLE>
Revenues increased by $10.9 million, or 19.7%, over the prior
year as sales volume increased 34.9%. Gross profit margins declined by 330 basis
points from the prior year, as raw material cost decreases were not sufficient
to offset unit selling price declines. In addition, European sales demand
exceeded the U.K. plant production capability for its new generation of
products, requiring supplemental shipments of finished product from the U.S. at
lower margins. Additional capacity came on line in the U.K. during July, 1996.
The supplemental shipments from the U.S. are anticipated to stop in August,
1996. The cost of acrylic acid, the main raw material component of
superabsorbent polymer, is expected to increase modestly during the third and
fourth quarters of 1996. Bad debt provisions and increased costs associated with
trade and company meetings accounted for most of the 10.8% increase in general,
selling and administrative expenses.
The current worldwide superabsorbent polymer capacity for the
Company is 120,000 metric tons. All announced expansions have been completed,
though the U.S. plant is in the process of converting 20,000 tons of its
capacity to newer technology.
-6-
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Continued)
<TABLE>
<CAPTION>
Six Months Ended June 30,
--------------------------------------------------------------------------------------
1996 1995 1996 vs. 1995
---------------------------- -------------------------- -------------------------
Environmental (Dollars in Thousands) $ Change % Change
------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 35,330 100.0% $ 26,080 100.0% $ 9,250 35.5%
Cost of sales 23,782 67.3% 17,148 65.8%
Gross profit 11,548 32.7% 8,932 34.2% 2,616 29.3%
General, selling and
administrative expenses 7,480 21.2% 6,138 23.5% 1,342 21.9%
Operating profit 4,068 11.5% 2,794 10.7% 1,274 45.6%
</TABLE>
Sales increased by $9.3 million, or 35.5%, over the prior
year, with approximately 55% of the increase coming from businesses acquired
during the past 12 months. Sales have increased in virtually all product lines,
partially fueled by increased international penetration. Gross profit margins
declined by 150 basis points, primarily as a result of product mix. General,
selling and administrative expenses increased by $1.3 million, or 21.9%,
reflecting the increased sales staff for the domestic geosynthetic clay liner
products, higher international marketing costs and higher costs associated with
the establishment of the European environmental unit.
<TABLE>
<CAPTION>
Six Months Ended June 30,
--------------------------------------------------------------------------------------
1996 1995 1996 vs. 1995
---------------------------- -------------------------- -------------------------
Transportation (Dollars in Thousands) $ Change % Change
------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 10,915 100.0% $ 10,516 100.0% $ 399 3.8%
Cost of sales 9,468 86.7% 9,240 87.9%
Gross profit 1,447 13.3% 1,276 12.1% 171 13.4%
General, selling and
administrative expenses 913 8.4% 757 7.2% 156 20.6%
Operating profit 534 4.9% 519 4.9% 15 2.9%
</TABLE>
Revenues increased 3.8% with increased shipments of cat litter
and environmental products. Gross profit margins improved from the previous
year's abnormally low level. General, selling and administrative expenses
increased as a result of higher staffing levels in the brokerage operation and a
higher provision for bad debts. The incremental revenues expected to be achieved
by the larger brokerage staff have yet to be fully realized.
-7-
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Continued)
<TABLE>
<CAPTION>
Six Months Ended June 30,
--------------------------------------------------------------------------------------
1996 1995 1996 vs. 1995
---------------------------- -------------------------- -------------------------
Corporate (Dollars in Thousands) $ Change % Change
------------ --------------
<S> <C> <C> <C> <C>
General, selling and
administrative expenses $ 4,445 $ 3,321 $ 1,124 33.8%
Operating loss (4,445) (3,321) (1,124) 33.8%
</TABLE>
Corporate costs include management information systems, human
resources, investor relations and corporate communications, corporate finance,
and corporate governance costs. The start-up of the nanocomposite business is
also included in the corporate costs. The $1.1 million increase in costs is
primarily attributable to the development and launch of the Company's
nanocomposite technology.
-8-
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Continued)
Three Months Ended June 30, 1996 vs. 1995
Net sales increased by $13.1 million, or 15.7%, while gross
profit increased by $.5 million, or 2.5%. Lower gross profit from the minerals
segment offset much of the increase in gross profit from the environmental
segment. Operating profit was $.9 million, or 11.9%, lower as general, selling
and administrative expenses increased by $1.4 million. The increase was
primarily related to costs associated with developing the nanocomposite
technology, severance costs for minerals executives and higher expenses related
to the European environmental unit. Net interest expense increased by $.8
million, or 60.6%, over the prior-year quarter. Approximately $.5 million of
construction-related interest was capitalized in the 1995 quarter. Other income
in 1995 included $.6 million related to a gain on the cancellation of an
interest rate swap. Earnings were $.15 per share for the 1996 quarter compared
with $.24 per share for the prior year quarter on slightly fewer weighted
average shares outstanding.
A brief discussion by business segment follows:
<TABLE>
<CAPTION>
Quarter Ended June 30,
--------------------------------------------------------------------------------------
1996 1995 1996 vs. 1995
---------------------------- -------------------------- -------------------------
Minerals (Dollars in Thousands) $ Change % Change
------------ --------------
<S> <C> <C> <C> <C> <C>
Net sales $ 35,347 100.0% $ 34,968 100.0% $ 379 1.1%
Cost of sales 29,566 83.6% 27,264 78.0%
Gross profit 5,781 16.4% 7,704 22.0% (1,923) -25.0%
General, selling and
administrative expenses 3,950 11.2% 4,093 11.7% (143) -3.5%
Operating profit 1,831 5.2% 3,611 10.3% (1,780) -49.3%
</TABLE>
Sales increased by $.4 million, or 1.1%, over the prior-year
period. Increased sales of cat litter and higher export sales offset the loss of
agricultural carrier sales and flat sales in the durable goods markets. Gross
profit margins declined by 560 basis points as a result of the loss of
incremental agricultural carrier profits and high costs associated with
underutilized cat litter capacity. General, selling and administrative expenses
included approximately $.4 million of severance costs related to management
changes.
-9-
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Continued)
<TABLE>
<CAPTION>
Quarter Ended June 30,
-------------------------------------------------------------------------------------
1996 1995 1996 vs. 1995
--------------------------- -------------------------- -------------------------
Absorbent Polymers (Dollars in Thousands) $ Change % Change
------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 34,102 100.0% $ 28,768 100.0% $ 5,334 18.5%
Cost of sales 27,994 82.1% 22,745 79.1%
Gross profit 6,108 17.9% 6,023 20.9% 85 1.4%
General, selling and
administrative expenses 2,417 7.1% 2,323 8.1% 94 4.0%
Operating profit 3,691 10.8% 3,700 12.9% (9) -0.2%
</TABLE>
Revenues increased by $5.3 million, or 18.5% , over the prior year as sales
volume increased 35.2%. Gross profit margins declined by 300 basis points,
primarily as a result of supplemental sales of U.S. product to the U.K. to
satisfy European demand in excess of the U.K. plant capability.
<TABLE>
<CAPTION>
Quarter Ended June 30,
--------------------------------------------------------------------------------------
1996 1995 1996 vs. 1995
---------------------------- -------------------------- -------------------------
Environmental (Dollars in Thousands) $ Change % Change
------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 21,563 100.0% $ 14,656 100.0% $ 6,907 47.1%
Cost of sales 14,283 66.2% 9,587 65.4%
Gross profit 7,280 33.8% 5,069 34.6% 2,211 43.6%
General, selling and
administrative expenses 3,922 18.2% 3,126 21.3% 796 25.5%
Operating profit 3,358 15.6% 1,943 13.3% 1,415 72.8%
</TABLE>
Sales increased by $6.9 million, or 47.1%, over the prior
year, with approximately 46% of the increase coming from businesses acquired
during the past 12 months. Gross profit margins declined by 80 basis points as a
result of product mix. General, selling and administrative expenses increased by
$.8 million, reflecting the addition of personnel and costs associated with the
acquired businesses, higher international marketing costs and increased
infrastructure costs related to the European unit.
-10-
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Continued)
<TABLE>
<CAPTION>
Quarter Ended June 30,
--------------------------------------------------------------------------------------
1996 1995 1996 vs. 1995
---------------------------- -------------------------- -------------------------
Transportation (Dollars in Thousands) $ Change % Change
------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 5,749 100.0% $ 5,268 100.0% $ 481 9.1%
Cost of sales 5,004 87.0% 4,635 88.0%
Gross profit 745 13.0% 633 12.0% 112 17.7%
General, selling and
administrative expenses 480 8.3% 370 7.0% 110 29.7%
Operating profit 265 4.7% 263 5.0% 2 0.8%
</TABLE>
Revenues increased 9.1% with increased shipments of cat litter
and environmental products. Gross profit margins returned to normal levels from
the abnormally low level during the prior year. General, selling and
administrative expenses increased as a result of higher brokerage staffing
levels and an increased provision for bad debts. The anticipated revenue
increase expected from the increased staffing has yet to be realized.
<TABLE>
<CAPTION>
Quarter Ended June 30,
--------------------------------------------------------------------------------------
1996 1995 1996 vs. 1995
---------------------------- -------------------------- -------------------------
Corporate (Dollars in Thousands) $ Change % Change
------------ --------------
<S> <C> <C> <C> <C>
General, selling and
administrative expenses $ 2,290 $ 1,739 $ 551 31.7%
Operating loss (2,290) (1,739) (551) 31.7%
</TABLE>
Increased costs associated with the development and launch of
the nanocomposite business account for the increase in corporate expenses.
-11-
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Continued)
Liquidity and Capital Resources
At June 30, 1996, the Company had outstanding debt of $127.1
million (including both long-and short-term debt) and cash of $1.3 million
compared with $121.1 million in debt and $1.9 million in cash at December 31,
1995. The long-term debt to total capitalization at June 30, 1996 was 43.8%
compared with 42.9% at December 31, 1995.
The Company had a current ratio of 3.26 to 1 at June 30, 1996,
with approximately $94.4 million in working capital compared with 3.52 to 1 and
$90.5 million, respectively, at December 31, 1995.
The Company had $37.6 million in unused, committed credit
lines at June 30, 1996.
During 1996, the Company has paid dividends of $2.7 million
and acquired property, plant and equipment totaling $21.3 million. These
expenditures were funded from operations, additional borrowings of $5.0 million,
and from the sale of a non-strategic product line and certain mineral reserves.
The net proceeds from the sale of these non-strategic assets were $6.2 million.
The Company has adequate committed credit facilities to fund
the capital expenditure program approved by the Board of Directors at this time.
Management continues to explore other growth prospects in the
environmental and international minerals sectors, as well as further expansion
in the polymer segment.
-12-
<PAGE>
PART II - OTHER INFORMATION
Item 4: Submission of Matters to a Vote of Security-Holders
(a) The Annual Stockholders Meeting of the Company was held on May 7, 1996.
(c) At the Annual Stockholders Meeting, the Stockholders voted on the
following uncontested matters. Each nominee for director was elected by a vote
of the Stockholders; and each matter was approved by a vote of the Stockholders
as follows:
1. Election of the below-named Nominees of the Board of Directors of
AMCOL International Corporation:
For Against
Raymond A. Foos 15,575,749.6010 208,157.1710
Clarence O. Redman 15,575,707.3870 208,199.3850
Paul G. Shelton 15,575,088.4210 208,818.3510
2. Ratification of Appointment of KPMG Peat Marwick LLP as independent
accountants for the Company for its 1996 fiscal year.
For Against Abstain
15,753,740.9160 15,598.5000 14,567.3560
Item 6: Exhibits and Reports on Form 8-K
(a) See Index to Exhibits immediately following the signature page.
(b) No reports on Form 8-K have been filed during the quarter ended June
30, 1996.
-13-
<PAGE>
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.
AMCOL INTERNATIONAL CORPORATION
Date: 7/22/96 /s/ John Hughes
John Hughes
President and Chief Executive Officer
Date: 7/22/96 /s/ Paul G. Shelton
Paul G. Shelton
Senior Vice President and Chief Financial Officer
-14-
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
3.1 Restated Certificate of Incorporation of the Company (5), as amended (10)
3.2 Bylaws of the Company (10)
4 Article Fourth of the Company's Restated Certificate of Incorporation (5)
10.1 AMCOL International Corporation 1983 Incentive Stock Option Plan (1); as
amended (3)
10.2 Executive Medical Reimbursement Plan (1)
10.3 Lease Agreement for office space dated September 29, 1986, between the
Company and American National Bank and Trust Company of Chicago (1) as
amended (8)
10.4 AMCOL International Corporation 1987 Non-Qualified Stock Option Plan (2);
as amended (6)
10.5 Change in Control Agreement dated April 1, 1994, by and between
Registrant and John Hughes (6)
10.6 Change in Control Agreement dated April 1, 1994, by and between
Registrant and Paul G. Shelton (6)
10.7 Change in Control Agreement dated February 7, 1996, by and between
Registrant and Lawrence E. Washow (10)
10.8 Change in Control Agreement dated February 7, 1996, by and between
Registrant and Roger P. Palmer (10)
10.9 Change in Control Agreement dated January 24, 1994, by and between
Registrant and Peter L. Maul (6)
10.10 AMCOL International Corporation Dividend Reinvestment and Stock Purchase
Plan (4); as amended (6)
10.11 AMCOL International Corporation 1993 Stock Plan, as amended and restated
(10)
10.12 Credit Agreement by and among AMCOL International Corporation and Harris
Trust and Savings Bank, individually and as agent, NBD Bank, LaSalle
National Bank and the Northern Trust Company dated October 4, 1994, (7);
as amended, First Amendment to Credit Agreement dated September 25, 1995
(9)
10.13 Note Agreement dated October 1, 1994, between AMCOL International
Corporation and Principal Mutual Life Insurance Company (7)
27 Financial Data Schedule
(1) Exhibit is incorporated by reference to the Registrant's Form 10 filed
with the Securities and Exchange Commission on July 27, 1987.
(2) Exhibit is incorporated by reference to the Registrant's Form 10-K filed
with the Securities and Exchange Commission for the year ended December
31, 1988.
(3) Exhibit is incorporated by reference to the Registrant's Form 10-K filed
with the Securities and Exchange Commission for the year ended December
31, 1989.
(4) Exhibit is incorporated by reference to the Registrant's Form 10-K filed
with the Securities and Exchange Commission for the year ended December
31, 1992.
(5) Exhibit is incorporated by reference to the Registrant's Form S-3 filed
with the Securities and Exchange Commission on September 15, 1993.
(6) Exhibit is incorporated by reference to the Registrant's Form 10-K filed
with the Securities and Exchange Commission for the year ended December
31, 1993.
(7) Exhibit is incorporated by reference to the Registrant's Form 10-Q filed
with the Securities and Exchange Commission for the quarter ended
September 30, 1994.
(8) Exhibit is incorporated by reference to the Registrant's Form 10-K filed
with the Securities and Exchange Commission for the year ended December
31, 1994.
(9) Exhibit is incorporated by reference to the Registrant's Form 10-Q filed
with the Securities and Exchange Commission for the quarter ended
September 30, 1995.
(10) Exhibit is incorporated by reference to the Registrant's Form 10-K filed
with the Securities and Exchange Commission for the year ended December
31, 1995.
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<LEGEND>
(Replace this text with the legend)
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