SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934, (Amendment No. )
Filed by the registrant [x]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2))
[x] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
AMCOL INTERNATIONAL CORPORATION
(Name of Registrant as Specified in Its Charter)
AMCOL INTERNATIONAL CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Items 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: N/A
(2) Aggregate number of securities to which transactions applies: N/A
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): N/A (4)
Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: N/A
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee is
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid: N/A
(2) Form, schedule or registration statement number: N/A
(3) Filing party: N/A
(4) Date filed: N/A
<PAGE>
AMCOL INTERNATIONAL CORPORATION
Annual Meeting of Stockholders to be held May 15, 1997
The undersigned stockholder of AMCOL International Corporation does
hereby acknowledge receipt of Notice of said Annual Meeting and accompanying
Proxy Statement and constitutes and appoints John Hughes, Paul G. Shelton
and Paul C. Weaver, or any one of them, with full power of substitution,
to vote all shares of stock of AMCOL International Corporation, which the
undersigned is entitled to vote, as fully as the undersigned could do if
personally present, at the Annual Meeting of Stockholders of said
Corporation to be held on Thursday, May 15, 1997, at 11:00 A.M., Central
Daylight Savings Time, and at any adjournments thereof, at the Harris
Trust and Savings Bank, 111 West Monroe, 37th Floor, Chicago, Illinois 60603.
1. The election of Robert E. Driscoll III, James A. McClung,
C. Eugene Ray and Dale E. Stahl as Class II
Directors:
FOR ALL NOMINEES EXCEPT NOMINEE(S) WRITTEN IN THE SPACE BELOW:
_____________________________________________________________
WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
2. The proposal to ratify KPMG Peat Marwick LLP as independent accountants
for 1997:
FOR AGAINST ABSTAIN
3. As such, proxies may in their discretion determine other matters
that may properly come before the meeting.
THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN, AND
IN THE ABSENCE OF SUCH INSTRUCTIONS, SHALL BE VOTED FOR ALL OF THE DIRECTOR
NOMINEES DESCRIBED IN ITEM (1) AND FOR ITEM (2). IF OTHER BUSINESS IS
PRESENTED AT SAID MEETING, THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE
BEST JUDGMENT OF THE PROXIES ON THOSE MATTERS.
This Proxy Is Solicited on Behalf of the Board of Directors
You are urged to mark, sign and return your proxy without delay in
the return envelope provided for that purpose, which requires no postage if
mailed in the United States.
Dated ___________________________________________ 1997
____________________________________________________
SIGNATURE OF STOCKHOLDER
____________________________________________________
SIGNATURE OF STOCKHOLDER
When signing the proxy, please date it and
take care to have the signature conform to the
stockholder's name as it appears on this side of
the proxy. If shares are registered in the
names of two or more persons, each person should
sign. Executors, administrators, trustees and
guardians should so indicate when signing.
<PAGE>
AMCOL INTERNATIONAL CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 15, 1997
To the Stockholders of
AMCOL International Corporation:
Notice is hereby given that the annual meeting of stockholders of
AMCOL International Corporation, a Delaware corporation (the "Company"),
will be held at Harris Trust and Savings Bank, 111 West Monroe, 37th Floor,
Chicago, Illinois, 60603, on Thursday, May 15, 1997, at 11:00 a.m.,
Central Daylight Savings Time, for the following purposes:
1. To elect four (4) directors for a three-year term or
until their successors are elected and qualified;
2. To ratify the appointment of KPMG Peat Marwick LLP as
independent accountants for 1997; and
3. To transact such other business as may properly come before
the meeting.
Stockholders of record as of the close of business on March 29,
1997, will be entitled to vote at the annual meeting. Shares should be
represented as fully as possible, since a majority is required to constitute
a quorum.
Please mark, sign, date and mail the accompanying proxy in the
enclosed self-addressed, postage-paid envelope, whether or not you expect to
attend the meeting in person. You may revoke your proxy at the meeting
should you be present and desire to vote your shares in person, and you may
revoke your proxy for any reason at any time prior to the voting thereof,
either by written revocation prior to the meeting or by appearing at the
meeting and voting in person. Your cooperation is respectfully solicited.
By Order of the Board of Directors,
Clarence O. Redman
Secretary
Arlington Heights, Illinois
April 7, 1997
<PAGE>
18
AMCOL INTERNATIONAL CORPORATION
One North Arlington
1500 West Shure Drive, Suite 500
Arlington Heights, Illinois 60004-7803
(847) 394-8730
PROXY STATEMENT
Annual Meeting of Stockholders
To Be Held on May 15, 1997
INTRODUCTION
The enclosed proxy is solicited on behalf of the Board of Directors
of AMCOL International Corporation (the "Company") in connection with the
annual meeting of stockholders to be held on Thursday, May 15, 1997, at
11:00 a.m., Central Daylight Savings Time, and any adjournment thereof
("Annual Meeting"), at Harris Trust and Savings Bank, 111 West Monroe,
37th Floor, Chicago, Illinois, 60603.
The cost of proxy solicitation will be borne by the Company. In
addition to the solicitation of proxies by the use of the mails, certain
officers and other regular employees of the Company may devote part of
their time (but will not be specifically compensated therefore) to
solicitation by facsimile, telephone or in person.Proxies may be revoked at
any time prior to voting. Revocation may be done prior to the meeting by
written revocation sent to the Secretary of the Company, AMCOL International
Corporation, One North Arlington, 1500 West Shure Drive, Suite 500, Arlington
Heights, Illinois, 60004-7803; or it may be done personally upon oral or
written request at the Annual Meeting.
This proxy statement was first mailed or delivered to stockholders on
or about April 7, 1997.
RECORD DATE; VOTING SECURITIES OUTSTANDING
The close of business on March 29, 1997, is the record date for
determining the holders of Common Stock, $.01 par value ("Common Stock"), of
the Company entitled to notice of and to vote at the Annual Meeting.
As of March 29, 1997, the Company had outstanding voting securities
consisting of 19,049,997 shares of Common Stock, each of which shares is
entitled to one vote. Each holder of record of outstanding Common Stock at
the close of business on March 29, 1997, will be entitled to vote at the Annual
Meeting. Presence in person or by proxy of holders of a majority of the
outstanding shares of Common Stock will constitute a quorum at the Annual
Meeting. A broker non-vote is not counted in determining voting results.
If a stockholder, present in person or by proxy, abstains on any matter, the
stockholder's shares will not be voted on such matter. Thus, an abstention
from voting on a matter has the same legal effect as a vote "AGAINST" the
matter.
<PAGE>
SECURITY OWNERSHIP
The following table sets forth, with respect to the Company's
Common Stock, all persons known to be the beneficial owner of more than 5% of
the Company's Common Stock as of February 24, 1997.
<TABLE>
<CAPTION>
Number of
Shares and
Nature of
Name and Address of Beneficial Percent
Beneficial Owner Ownership (1) of Class
<S> <C> <C>
<FN>
Harris Trust and Savings Bank............................................... 2,167,834 (2) 11.40%
Paul Bechtner Trust
111 West Monroe Street
Chicago, Illinois 60690
Everett P. Weaver........................................................... 2,179,834 (3)(4) 11.46%
c/o AMCOL International Corporation
1500 West Shure Drive, Suite 500
Arlington Heights, Illinois 60004-7803
William D. Weaver........................................................... 2,897,026 (3)(5) 15.23%
c/o AMCOL International Corporation
1500 West Shure Drive, Suite 500
Arlington Heights, Illinois 60004-7803
_______________________
(1) Nature of beneficial ownership is direct unless otherwise indicated
by footnote. Beneficial ownership as shown in the table arises from
sole voting and investment power unless otherwise indicated by
footnote.
(2) Voting and investment power are shared by the trustees of this trust.
See note (3) below.
(3) Includes 2,167,834 shares held in the Paul Bechtner Trust as to which
Messrs. Everett P. Weaver, William D. Weaver and the Harris Trust and
Savings Bank are co-trustees and share voting and investment power.
(4) Includes 12,000 shares in a trust as to which voting and investment power
are shared with Mr. Weaver's wife.
(5) Includes 429,832 shares held in a living trust and 11,000 shares in a
charitable remainder unit trust as to which Mr. Weaver exercises sole
voting and investment power. Also includes 150,000 shares held by his
wife and 30,000 shares held by his wife as trustee for the benefit of her
brother, and 35,360 shares held by his wife for the benefit of their
grandchildren as to which Mr. Weaver may be deemed to share voting and
investment power.
</FN>
</TABLE>
<PAGE>
The following table sets forth, as of February 24, 1997, with
respect to the Common Stock, shares beneficially owned by: (i) each
director and nominee; (ii) the Chief Executive Officer; (iii) the four
other most highly compensated executive officers; and (iv) as a group, such
persons and other executive officers.
<TABLE>
<CAPTION>
Number of
Shares and
Nature of
Beneficial Percent
Beneficial Owner Ownership (1) of Class
<S> <C> <C>
Arthur Brown................................................................ 16,419 (2) *
Robert E. Driscoll, III..................................................... 289,330 (3) 1.52%
Raymond A. Foos............................................................. 71,706 (4) *
John Hughes................................................................. 552,656 (5) 2.90%
Robert C. Humphrey.......................................................... 39,199 (6) *
James A. McClung............................................................ - *
Jay D. Proops............................................................... 2,000 *
C. Eugene Ray............................................................... 94,419 (7) *
Clarence O. Redman.......................................................... 67,027 (8) *
Paul G. Shelton............................................................. 276,317 (9) 1.45%
Dale E. Stahl............................................................... 10,000 *
Audrey L. Weaver............................................................ 428,180 2.25%
Paul C. Weaver.............................................................. 254,146 (10) 1.34%
Lawrence E. Washow.......................................................... 293,719 (11) 1.54%
Roger P. Palmer............................................................. 46,400 (12) *
Peter L. Maul............................................................... 12,845 (13) *
All of the above and other executive
officers as a group (17 persons)....................................... 2,123,947 (14) 10.92%
<FN>
____________________
* Percentage represents less than 1% of the total shares of Common Stock
outstanding as of February 24, 1997.
(1) Nature of beneficial ownership is direct unless otherwise indicated by
footnote. Beneficial ownership as shown in the table arises from sole
voting and investment power unless otherwise indicated by footnote.
(2) Includes 16,419 shares subject to options exercisable within 60 days.
(3) Includes 150,330 shares held as co-trustee under a living trust for a
family member.
(4) Includes 11,419 shares subject to options exercisable within 60 days,
and 2,000 shares held by his wife for which Mr. Foos disclaims beneficial
ownership.
(5) Includes 21,663 shares held in trusts for his children; 318 shares
owned by his son; 29,330 shares owned by his wife; 11,633 shares held
as co-trustee under the Company's Savings Plan which are not
allocated to participants' accounts pursuant to the Plan and as to which
voting and investment power are shared; 45,420 shares are held by the
Company's Savings Plan on his behalf; 155,000 shares held as
co-trustee under the Company's Pension Plan, as to which voting and
investment power are shared; and 128,620 shares subject to options
exercisable within 60 days.
(6) Includes 16,500 shares held by Mr. Humphrey's wife, 8,380 shares held
by Mr. Humphrey's son and 819 shares subject to options exercisable
within 60 days.
</FN>
<PAGE>
<FN>
(7) Includes 13,500 shares held jointly with Mr. Ray's wife; 13,500 shares
held by his wife; 3,000 shares held in an Individual Retirement Account;
and 64,419 shares subject to options exercisable within 60 days.
(8) Includes 9,427 shares held in the Clarence O. Redman, P.C. Savings Plan;
24,000 shares held jointly with his wife; and 33,600 shares subject to
options exercisable within 60 days.
(9) Includes 17,990 shares held jointly with Mr. Shelton's wife; 10,473
shares held as custodian for his children; 616 shares held by his
children; 155,000 shares held as co-trustee under the Company's Pension
Plan, as to which voting and investment power are shared; 60,380 shares
subject to options exercisable within 60 days; 11,633 shares held as
co-trustee under the Company's Savings Plan which are not allocated
to participants' accounts pursuant to the Plan and as to which voting and
investment power are shared; and 13,225 shares are held by the Company's
Savings Plan on his behalf.
(10) Includes 350 shares held jointly with Mr. Weaver's wife, 21,137 shares
held by his wife, and 20,425 shares held as co-trustee for his children.
(11) Includes 34,656 shares held jointly with Mr. Washow's wife; 1,100
shares held by his wife; 155,000 shares held as co-trustee under the
Company's Pension Plan, as to which voting and investment power are
shared; 77,100 shares subject to options exercisable within 60 days;
11,633 shares held as co-trustee under the Company's Savings Plan which
are not allocated to participants' accounts pursuant to the Plan and as
to which voting and investment power are shared; 6,000 shares as
custodian for his children; and 8,230 shares are held by the Company's
Savings Plan on his behalf.
(12) Includes 7,819 shares held jointly with Mr. Palmer's wife; 2,000 shares
held by his son; 12,701 shares held by the Company's Savings Plan on
his behalf; and 23,880 shares subject to options exercisable within
60 days.
(13) Includes 825 shares held by the Company's Savings Plan on his behalf;
and 5,720 shares subject to options exercisable within 60 days.
(14) Includes 98,315 shares held jointly with a spouse; 218,345 shares held in
various trusts; 16,474 shares held as custodian; 11,633 shares held as
co-trustee under the Company's Savings Plan which are not allocated to
participants' accounts pursuant to the Plan and as to which voting and
investment power are shared; 82,350 shares vested in officers' and
directors' accounts pursuant to the Company's Savings Plan; 155,000
shares held as co-trustee under the Company's Pension Plan, as to
which voting and investment power are shared; 94,880 shares held by family
members; and 422,376 shares subject to options exercisable within 60 days.
</FN>
</TABLE>
<PAGE>
ITEM 1
ELECTION OF DIRECTORS
It is intended that the shares represented by the enclosed
proxy will be voted, unless votes are withheld in accordance with the
instructions contained in the proxy, for the election of the four (4) nominees
for Director named below. In the event that any nominee for Director should
become unavailable, which is not anticipated, the Board of Directors in its
discretion may designate substitute nominees, in which event such shares
will be voted for such substitute nominees. Provided a quorum is present,
the affirmative vote by the holders of a plurality of the shares of the
Common Stock represented at the Annual Meeting in person or by proxy is
required for the election of each nominee.
INFORMATION CONCERNING NOMINEES
CLASS II
(Term expiring in 2000)
<TABLE>
<CAPTION>
Director
Name Age Since Principal Occupation for Last Five Years
<S> <C> <C> <C>
Robert E. Driscoll, III......... 58 1985 Retired Dean and Professor of Law, University of South
Dakota
James A. McClung ............... 59 - Vice President of FMC Corporation, a diversified
producer of chemicals, machinery and other products for
industry, government and agriculture
C. Eugene Ray*.................. 64 1981 Chairman of the Board of the Company; Retired Executive
Vice President - Finance of Signode Industries, Inc., a
manufacturer of industrial strapping products
Dale E. Stahl*.................. 49 1995 President and Chief Operating Officer of Gaylord
Container Corporation ("Gaylord"), a manufacturer and
distributor of brown paper and packaging products. On
September 14, 1992, Gaylord filed a voluntary petition
for reorganization under Chapter 11 of the Federal
Bankruptcy Code. The Plan of Reorganization was
confirmed on October 16, 1992.
<FN>
____________________
* Member of the Executive Committee of the Board of Directors
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR EACH OF THE
NOMINEES NAMED ABOVE.
</FN>
</TABLE>
<PAGE>
INFORMATION CONCERNING MEMBERS OF THE BOARD
CLASS III
(Term expiring in 1998)
<TABLE>
<CAPTION>
Director
Name Age Since Principal Occupation for Last Five Years
<S> <C> <C> <C>
Arthur Brown.................... 56 1990 Chairman, President and Chief Executive Officer of
Hecla Mining Company
John Hughes*.................... 54 1984 President and Chief Executive Officer of the Company
Jay D. Proops*.................. 55 1995 Private investor since 1995; prior thereto, former Vice
Chairman and co-founder of The Vigoro Corporation. Also
a Director of Great Lakes Chemical Corporation.
Paul C. Weaver (1)*............. 34 1995 Senior Corporate Account Manager for ACNielsen
Company, a provider of marketing information services
</TABLE>
CLASS I
(Term expiring in 1999)
<TABLE>
<CAPTION>
Director
Name Age Since Principal Occupation for Last Five Years
<S> <C> <C> <C>
Raymond A. Foos................. 68 1981 Retired Chairman of the Board, President and Chief
Executive Officer of Brush Wellman, Inc., a
manufacturer of beryllium and specialty materials
Clarence O. Redman*............. 54 1989 Secretary of the Company. Also, Clarence Owen Redman
Ltd. is a partner of Keck, Mahin & Cate, the law firm
that serves as Corporate Counsel to the Company. Mr.
Redman is also Chief Executive Officer of Keck, Mahin &
Cate.
Paul G. Shelton*................ 47 1988 Senior Vice President-Chief Financial Officer of the
Company
Audrey L. Weaver (1)............ 43 1997 Private investor
<FN>
____________________
* Member of the Executive Committee of the Board of Directors
(1) Audrey L. Weaver and Paul C. Weaver are first cousins.
</FN>
</TABLE>
<PAGE>
The Board of Directors held five meetings during the 1996 fiscal
year. During the last year, all Directors attended at least 75% of the
aggregate of the total number of meetings of the Board of Directors and
the total number of meetings held by each committee of the Board on which such
Directors served. In addition to the Executive Committee, the Board of
Directors of the Company has standing Audit, Compensation, Nominating and
Option Committees.
The Audit Committee held three meetings during the 1996 fiscal year.
This Committee is responsible for reviewing the proposed audit program for
each fiscal year, the results of the audits and the adequacy of the Company's
systems of internal accounting control with the Company's financial management
and its independent auditors. The Committee recommends to the Board of
Directors the appointment of the independent auditors for each fiscal year.
Directors Brown, Driscoll, Foos, Ray and Paul C. Weaver are members of this
Committee.
The Compensation Committee held two meetings during the 1996 fiscal
year. This Committee is responsible for annually reviewing the salaries and
bonuses of all executive officers. This Committee also oversees the
Company's compensation, incentive and employee benefit programs. This
Committee is comprised of non-employee directors. Directors Foos, Humphrey,
Proops, Ray and Stahl are members of this Committee.
The Nominating Committee held three meetings during the 1996 fiscal
year. This Committee is responsible for recommending to the Board of Directors,
at the request of the Board of Directors, nominees who are deemed by the
Committee to be qualified for Board of Directors' membership. This Committee
does not consider nominees recommended by stockholders. Directors Humphrey,
Proops, Ray and Stahl are members of this Committee.
The Option Committee held three meetings during the 1996 fiscal year.
This Committee is responsible for the selection of those officers, directors
and key employees who are eligible to receive options, determines the number
of options to be awarded and the period during which options may be
exercised under the terms of the Company's various option plans. This
Committee is comprised of persons who do not participate in any option
plans. Directors Driscoll and Redman, and Mr. Everett P. Weaver are members of
this Committee.
<PAGE>
COMPENSATION AND OTHER TRANSACTIONS WITH MANAGEMENT
Summary Compensation Table
The Summary Compensation Table below includes, for each of the
fiscal years ended December 31, 1996, 1995 and 1994, individual compensation
for services to the Company and its subsidiaries of those persons who were
at December 31, 1996: (i) the Chief Executive Officer; and (ii) the four
other most highly compensated executive officers of the Company (collectively,
the "Named Officers").
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation (1)(2)
Awards
Securities All Other
Bonus Underlying Compensation
Name & Principal Position Year Salary ($) ($)(3) Options (#) ($)
(4)
<S> <C> <C> <C> <C> <C>
John Hughes......................... 1996 380,000 - 12,600 6,000
President and 1995 345,000 100,000 18,550 6,000
Chief Executive Officer 1994 300,000 75,000 21,000 6,000
Lawrence E. Washow.................. 1996 200,077 - 9,547 6,360
Senior Vice President of 1995 185,105 29,600 300 6,644
the Company and President 1994 170,000 19,975 1,350 6,325
of Chemdal International
Corporation
Paul G. Shelton..................... 1996 200,000 - 6,300 6,000
Senior Vice President and 1995 175,000 23,100 7,950 6,000
Chief Financial Officer of 1994 155,000 18,213 9,000 6,000
the Company and President
of Ameri-Co Carriers, Inc.
and Nationwide Freight
Service, Inc.
Roger P. Palmer..................... 1996 160,001 - 6,300 6,000
Senior Vice President of 1995 140,000 18,480 7,950 6,000
the Company and President 1994 112,500 14,688 6,000 5,824
of Colloid Environmental
Technologies Company
Peter L. Maul....................... 1996 130,000 - 4,725 6,000
Vice President of 1995 120,000 15,840 5,300 5,223
the Company and President 1994 90,000 10,575 6,000 1,500
of Nanocor, Inc.
<FN>
____________________
(1) Includes deferred compensation under the Company's Savings Plan and the
Company's Deferred Compensation Plan.
(2) The incremental cost of non-cash compensation and other personal benefits
during any year presented did not exceed the lesser of $50,000 or 10%
of the total of annual salary and bonus reported for any individual
named above.
(3) The figures in this column reflect bonuses from the Executive Incentive
Compensation Plan and the Bonus Plan as described in the Board
Compensation Committee Report on Executive Compensation.
(4) The figures in this column include Company matching contributions under
the Company's Savings Plan. Pursuant to the Company's Savings Plan, the
named executive officers received contributions in 1996, 1995 and 1994,
respectively, as follows: Mr. Hughes, $6,000, $6,000, $6,000;
Mr. Washow, $6,000, $6,000, $6,000; Mr. Shelton, $6,000, $6,000,
$6,000; Mr. Palmer, $6,000, $6,000, $5,824; and Mr. Maul, $6,000, $5,223,
$1,500. The figures in this column also include amounts received in
connection with the surrender of certain travel benefits. Pursuant to
this arrangement, the Named Officers received the following amounts in
1996, 1995 and 1994, respectively: Mr. Hughes, $0, $0, and $0;
Mr. Washow, $360, $644, and $325; Mr. Shelton, $0, $0 and $0;
Mr. Palmer, $0, $0, and $0; and Mr. Maul, $0, $0 and $0.
</FN>
</TABLE>
Option Grants in Last Fiscal Year
Shown below is information on grants of incentive stock options during the
fiscal year ended December 31, 1996, to the Named Officers, which are reflected
in the Summary Compensation Table on Page 8.
<TABLE>
<CAPTION>
Potential Realizable Value at Assumed
Annual Rates
Individual of Stock Price Appreciation for
Grants in 10-Year Option Term
1996
Number of
Securities % of Total Present
5% 10%
Underlying Options Value at
Options Granted To Exercise Expiration Grant Stock Dollar Stock Dollar
Granted Employees(1) Date Price
Name (5) Price(2) Date (3) (4) Gains Price Gains
(4)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
John Hughes......... 12,600 6.65% $15.375 02/07/06 $77,619 $25.04 $121,833 $39.88 $308,748
Lawrence E. Washow.. 300 .16 15.375 02/07/06 1,848 25.04 2,901 39.88 7,351
9,247 4.88 13.500 10/01/06 50,664 21.99 78,508 35.02 198,954
Paul G. Shelton..... 6,300 3.32 15.375 02/07/06 38,809 25.04 60,916 39.88 154,374
Roger P. Palmer..... 6,300 3.32 15.375 02/07/06 38,809 25.04 60,916 39.88 154,374
Peter L. Maul....... 4,725 2.49 15.375 02/07/06 29,107 25.04 45,687 39.88 115,780
<FN>
(1) Based on 189,557 options granted to all employees.
(2) Fair market value on the date of grant.
(3) The estimated grant date present value reflected in the above table is
determined using the Black-Scholes model. The material assumptions and
adjustments incorporated in the Black-Scholes model in estimating the
value of the options reflected in the above table include the following:
an exercise price on the option of $13.50 to $15.375, equal to the fair
market value of the underlying stock on the date of grant; an option term
of 10 years; interest rates of 5.28% to 6.40% representing the interest
rates on U.S. Treasury securities on the date of grant with maturity dates
corresponding to the vesting of the options; volatility of 42.05%
calculated using daily stock prices for the six-month period prior to the
February 1996 grant; and dividends at the rate of $0.28 per share
representing the annualized dividends paid with respect to a share of
common stock at the date of grant. There have been no reductions to
reflect the probability of forfeiture due to termination prior to vesting,
or to reflect the probability of a shortened option term due to
termination of employment prior to the option expiration date. The
ultimate values of the options will depend on the future market price of
the Company's stock, which cannot be forecast with reasonable accuracy.
The actual value, if any, an optionee will realize upon exercise of an
option will depend on the excess of the market value of the Company's
common stock over the exercise price on the date the option is exercised.
(4) The share price represents the price of the Common Stock if the assumed
annual rates of stock price appreciation are achieved.
(5) These Incentive Stock Options ("ISOs") were issued pursuant to the
Company"s 1993 Stock Plan (the "1993 Plan") and may not be exercised until
they vest. These ISOs vest 40% after two years, 60% after three years, 80%
after four years and 100% after five years, provided that on death or
retirement under specified conditions, these ISOs become fully vested.
The exercise price may not be less than the fair market value of the
shares subject to the option on the date of grant. The exercise price may
not be less than 110% of such fair market value if the purchaser is a
holder of more than 10% percent of the Company's outstanding voting
securities.
</FN>
</TABLE>
Potential Realizable Value at Assumed Annual Rates
of Stock Price Appreciation for 10-Year Option Term
<TABLE>
<CAPTION>
5%(1) 10%(1)
Stock Dollar Stock Dollar
Price (2) Gains Price (2) Gains
<S> <C> <C> <C> <C>
All Stockholders..................................... $25.04 $199,767,629 $39.88 $481,703,114
Named Executive Officers' Gains
as a % of All Stockholders' Gains.................. 0.20% 0.20%
<FN>
____________________
(1) Total dollar gains based on the assumed annual rates of appreciation shown
here and calculated on 18,998,348 outstanding shares - the number of
shares outstanding on December 31, 1996. The analysis above illustrates
the gains all stockholders would realize under these same assumed rates of
appreciation and the proportion of executive gains to all stockholders'
gains.
(2) Based on the average exercise price of all options granted.
</FN>
</TABLE>
<PAGE>
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
Shown below is information with respect to (i) options exercised by
the Named Officers pursuant to the 1983 Plan during fiscal 1996; and (ii)
unexercised options granted in fiscal 1996 and prior years under the 1983
Plan and the 1993 Plan to the Named Officers and held by them at December 31,
1996.
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Shares 12/31/96 12/31/96 ($)
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable (#) Unexercisable (1)
<S> <C> <C> <C> <C> <C> <C>
John Hughes..................... 16,290 196,832 110,400 / 64,750 1,009,567 / 184,230
Lawrence E. Washow.............. 28,720 328,033 71,610 / 28,537 609,932 / 68,480
Paul G. Shelton................. 5,300 52,715 54,500 / 28,650 526,625 / 79,293
Roger P. Palmer................. 4,020 42,159 15,600 / 24,150 99,798 / 66,143
Peter L. Maul................... 0 0 2,400 / 13,625 0 / 19,659
<FN>
____________________
(1) Based on the closing sale price as quoted on NASDAQ National Market on
that date.
</FN>
</TABLE>
Pension Plan Table
<TABLE>
<CAPTION>
Estimated Annual Retirement Benefits for Years of Service Indicated
Remuneration 15 20 25 30 35 40
<C> <C> <C> <C> <C> <C> <C>
$125,000.................... $ 28,125 $ 37,500 $ 46,875 $ 56,250 $ 65,625 $ 70,312
150,000.................... 33,750 45,000 56,250 67,500 78,750 84,375
200,000.................... 45,000 60,000 75,000 90,000 105,000 112,500
250,000.................... 56,250 75,000 93,750 112,500 131,250 140,625
300,000.................... 67,500 90,000 112,500 135,000 157,500 168,750
350,000.................... 78,750 105,000 131,250 157,500 183,750 196,875
400,000.................... 90,000 120,000 150,000 180,000 210,000 225,000
450,000.................... 101,250 135,000 168,750 202,500 236,250 253,125
500,000.................... 112,500 150,000 187,500 225,000 262,500 281,250
</TABLE>
<PAGE>
Pension Plans
The above table shows the estimated annual retirement benefits payable on a
straight life annuity basis to participating employees, including officers, in
the earnings and years of service classifications indicated under the Company's
retirement plans, which cover substantially all of its domestic employees on a
non-contributory basis. The estimated benefits as disclosed below assume (i)
that the plans will be continued and (ii) that the employee will continue
employment until normal retirement age. The table below does not reflect the
reduction in an individual's final monthly compensation due to the social
security monthly covered compensation. This reduction is based upon the
retirement year for a particular individual.
Covered compensation includes a participant's base salary, commissions,
bonuses and salary reductions under the Company's Savings Plan and Deferred
Compensation Plan. The calculations of retirement benefits under the plans
generally are based upon the average earnings for the highest five consecutive
calendar years of compensation preceding the participant's termination of
employment. The number of years of credited service under the plans as of March
15, 1997, for each of the Named Officers is: Mr. Hughes, 32 years; Mr. Washow,
18 years; Mr. Shelton, 15 years; Mr. Palmer, 15 years and Mr. Maul, 13 years.
The qualified compensation and estimated annual retirement benefit as of
March 15, 1997, for each of the Named Officers are: Mr. Hughes, $418,665 and
$177,955; Mr. Washow, $214,168 and $47,932; Mr. Shelton, $201,297 and $41,124;
Mr. Palmer, $150,117 and $31,368; and Mr. Maul, $79,426 and $9,632.
Sections 401(a)(17) and 415 of the Internal Revenue Code of 1986, as
amended, limit the annual benefits that may be paid from a tax-qualified
retirement plan. As permitted by the Employee Retirement Income Security Act of
1974, the Company has a supplemental plan that authorizes the payment out of
general funds of the Company any benefits calculated under provisions of the
Company's pension plan that may be above the limits under these sections. The
accrued, unfunded liability of the supplemental plan at September 30, 1996, was
$366,152.
Director Compensation
The Company has a standard arrangement whereby directors who are not
full-time officers of the Company receive an annual fee of $12,800, plus a
meeting fee of $1,325 per day. In addition, Mr. Ray receives an annual fee of
$14,900 for his services as Chairman of the Board. The committee chairman of the
audit, compensation and executive committees receives an additional fee of
$1,700 per year. The committee chairman of the nominating and option committees
receives an additional fee of $1,090 per year. Members of each committee receive
$250 per meeting as compensation for service as a committee member. Directors
who are also full-time officers of the Company are not paid for their services
as directors or for attendance at meetings.
Pursuant to the 1987 Nonqualified Stock Option Plan, Directors Brown, Foos,
Humphrey, Proops, Ray, Stahl and Paul C. Weaver were granted 1,000 options each
at $11.625 per share in 1996. Director Driscoll received an additional fee of
$4,729 in lieu of 1,000 options.
<PAGE>
Change In Control Arrangements
Each of Messrs. Hughes, Shelton, Washow, Palmer and Maul (the
"Individual(s)") has an Agreement with the Company which provides that, upon a
change in control of the Company, each of them is to be employed by the Company
for a period of time after the change in control (three years in the case of
Messrs. Hughes and Shelton and two years for Messrs. Washow, Palmer and Maul). A
change in control is defined as a change in legal or beneficial ownership of 51%
of the Company's Common Stock within a six-month period other than by death or
operation of law, or the sale of 90% or more of the Company's assets.
After a change in control, the Company may not terminate the employment of
any of the Individuals except for just cause, and any of the following will be
considered to be a termination for other than just cause: (i) the assignment of
duties of lesser status, dignity and character than the Individual's duties
immediately prior to the date of his Agreement or substantial reduction in the
nature or status of responsibilities; (ii) a reduction in annual base salary or
bonus or incentive plans in effect as of the date of the Agreement or as
increased from time to time; (iii) a relocation to an office more than 35 miles
from the location where the Individual principally works, or substantially
greater travel requirements; and (iv) the failure to provide certain fringe
benefits substantially equal to those enjoyed by the Individual as of the date
of the Agreement. In addition, any termination of employment following
discussions by a stockholder or group of stockholders beneficially owning more
than 20% of the Company's Common Stock or a designated representative of the
Board of Directors with a third party that results in a change in control of the
Company within 180 days shall be deemed to be a termination of employment after
a change in control for purposes of the Agreements (unless the termination is
for cause or wholly unrelated to such discussions).
If termination of employment occurs within a specified period after a
change in control for just cause (three years in the case of Messrs. Hughes and
Shelton and two years in the case of Messrs. Washow, Palmer and Maul), the
Individual will receive all accrued sums and benefits required by contract or by
law. If termination occurs within such period for other than just cause, through
either actual termination or constructive termination as described above, they
will receive, in addition, base period compensation (defined as current annual
salary plus the average of the last two years in the case of Messrs. Washow,
Palmer and Maul and three years in the case of Messrs. Hughes and Shelton of
incentive bonus payments) less any compensation received from the date of change
in control to the termination date, provided that the amounts payable under the
Agreement may not exceed an amount equal to two times in the case of Messrs.
Washow, Palmer and Maul and three times in the case of Messrs. Hughes and
Shelton the Individual's average annual compensation payable by the Company
during the five calendar years prior to the date of change in control. They will
also receive continued medical, health and disability benefits for one year
after termination.
The Agreements do not require any of the Individuals to seek other
employment, but the amounts of payments or benefits thereunder are to be reduced
by up to 50% by any compensation earned from other employment. For a period of
years (three years in the case of Messrs. Hughes and Shelton and two years in
the case of Messrs. Washow, Palmer and Maul) from the date of termination of
employment with or without cause, before or after a change in control, each of
the Individuals is prohibited from owning, managing, operating, controlling or
otherwise engaging in any business that competes with any business conducted by
the Company and from inducing or attempting to influence any employee of the
Company to leave its employ.
The Agreements are dated, and their terms commence, as follows: Messrs.
Hughes, Shelton and Maul, April 1, 1997; Messrs. Washow and Palmer, February 7,
1996.
<PAGE>
BOARD COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's mission is to supply high-quality performance products and
innovative technologies for minerals, absorbent polymers and environmental
markets worldwide. To accomplish this objective, the Company has developed
comprehensive compensation strategies that emphasize maximizing stockholder
value and growth in sales and earnings. The compensation program has been
designed to reinforce and support the Company's business goals and to help the
organization both attract and retain the highest quality executive talent.
The Compensation Committee of the Board of Directors is comprised of five
non-employee directors whose objectives are to approve the design, assess the
effectiveness and administer compensation programs in support of compensation
policies. The Compensation Committee also evaluates executive performance and
reviews and approves all salary arrangements and other remuneration for the
officer group.
The Option Committee of the Board of Directors is comprised of two
non-employee directors and one retired director whose objectives are to select
those officers, directors and key employees who are eligible to receive options,
the number of options to be awarded and the period during which the options may
be exercised. The members of this Committee do not participate in any option
plans.
The Compensation Committee is committed to implementing and administering a
compensation program that supports and underscores the Company's mission and
values. The policies underlying the Compensation Committee's compensation
decisions are enumerated more fully below:
Compensation opportunities should strengthen the Company's ability to
attract, retain, and encourage the growth and development of the highest
caliber executive talent upon whose efforts the success of the Company
largely depends.
A substantial portion of pay for senior executives should be comprised
of at-risk, variable compensation whose payout is dependent on the
achievement of specific corporate and individual performance objectives.
In addition, the at-risk components of pay will have a significant
equity-based element to ensure appropriate linkage between executive
behavior and stockholder interests.
Each compensation component targets pay opportunities at the median
of compensation paid to executives included in the Company's
comparative compensation peer group. The Company's comparative
compensation group is not the same as the corporations that make up the
peer group in the stock price performance graph included in this proxy
statement. In order to provide an appropriate basis for compensation
analysis, a group larger than the stock price graph's peer group was used.
Note, however, that a significant number of the peer group companies
are included in the comparative compensation group.
Components of Compensation
The Company's total compensation program consists of several components,
each of which plays a role in supporting overall business goals and pay
philosophy. In assessing the competitiveness of the Company's senior executive
compensation programs, available salary data consisting of general manufacturing
companies is used for comparison purposes. Pay decisions are based upon pay data
for comparable positions. The total compensation program consists of base
salary, annual incentives and long-term incentives.
<PAGE>
Base Pay
Base salaries are set at median levels (50th percentile) relative to
competitive market data levels for comparable positions based upon available
survey data from general manufacturing and durable and nondurable goods
manufacturing industries. The Compensation Committee annually reviews each
executive's base salary and makes adjustments based upon varying levels of
responsibility, breadth of knowledge, internal equity issues, as well as market
pay practices. Salary adjustments are based primarily upon individual
performance, which is evaluated based on individual contributions to the
Company.
As reflected in the Summary Compensation Table on Page 8, the Chief
Executive Officer's base salary was increased in 1996 by $35,000 (10.1%). In
arriving at Mr. Hughes' base salary, the Compensation Committee considered his
individual performance and his long-term contributions to the financial success
of the Company. The Committee also compared Mr. Hughes' base salary with the
base salaries of chief executive officers from appropriate salary surveys.
Annual Incentives
The Executive Incentive Compensation Plan ("Incentive Plan") underscores
the Company's pay-for-performance philosophy by rewarding executives for
meaningful contributions toward predetermined financial performance goals. The
annual incentive opportunity is based upon performance compared to targets for
return on capital and earnings per share. The aggregate amount to be distributed
is determined pursuant to formulas tailored for each business segment. The Chief
Executive Officer does not receive a bonus until the Company achieves a
designated level of Company profitability.
In keeping with the Company's pay-for-performance philosophy, incentive
payouts may be further increased or decreased based upon varying levels of
profitability. Corporate performance in 1996 did not meet the designated profit
level, and, accordingly, no bonuses were paid to the Chief Executive Officer or
any of the executive officers.
Long-Term Incentives
Long-term incentives are provided annually in the form of incentive stock
options (ISOs). Options under the Company's 1993 Stock Plan are granted by the
Option Committee. ISOs are granted at a price not less than the fair market
value of the Common Stock on the date of grant. Hence, the options will only
have value when and if the stock price appreciates above the grant date price.
ISOs are the only long-term incentive compensation vehicle currently used by the
Company.
The option program serves to focus executives on long-term stockholder
value creation and foster an ownership mentality among the executive management
team. In keeping with the Company's commitment to provide a total compensation
package that focuses on at-risk pay components, long-term incentives will
continue to comprise a large portion of the value of an executive's total
compensation package. Currently, approximately 15 to 20 percent of the value of
total compensation is comprised of equity incentives.
<PAGE>
When determining award sizes, the Option Committee considers the
executive's responsibility level, prior experience, historical award data and
ability to impact long-term stockholder value creation. The Option Committee
also strives to deliver market competitive long-term incentive award
opportunities to executives based on the dollar value of the award delivered.
Consequently, the number of shares underlying the option awards varies and is
dependent upon the grant date stock price.
In 1996, the Chief Executive Officer received options to purchase 12,600
shares with an exercise price of $15.375, as provided in the Option Grant Table
on Page 9. The Option Committee believes the equity incentive program provides a
strong link between management behavior and stockholder interests.
Policy with Respect to the $1 Million Deduction Limit
Section 162(m) of the Internal Revenue Code generally limits the corporate
deduction for compensation paid to executive officers named in the proxy to $1
million unless certain requirements are met. The Compensation Committee has
determined that Section 162(m) is not applicable due to the fact that current
executive compensation levels are below the threshold at which Section 162(m)
becomes applicable. Therefore, no modifications to executive compensation
programs are warranted at this time.
Compensation Committee Option Committee
Jay D. Proops, Chairman Robert E. Driscoll, III, Chairman
Raymond A. Foos Clarence O. Redman
Robert C. Humphrey Everett P. Weaver
C. Eugene Ray
Dale E. Stahl
Performance Graph
The following graph sets forth a five-year comparison of cumulative total
returns for: (i) the Company (which trades on the Nasdaq National Market of The
Nasdaq Stock Market); (ii) S&P SmallCap 600 Index; and (iii) a custom peer group
of publicly traded companies (the "Peer Group").
In identifying the Peer Group, the Company reviewed a list of public
companies designated under the Standard Industrial Classification Code (the "SIC
Code") for "Mining, Quarry, and Nonmetal Materials" and "Plastics, Materials and
Resins." Upon a review of these designated companies, the Company selected the
Peer Group which consists of companies whose businesses, sales sizes and market
capitalization were similar to that of the Company.
All returns were calculated assuming dividend reinvestment on a quarterly
basis. The returns of each company in the Peer Group have been weighted
according to market capitalization.
The Peer Group consists of the following companies: CalMat Co., The Dexter
Corporation, Dow Corning Corporation, Dravo Corporation, Electrochemical
Industries, Hercules Incorporated, Nalco Chemical Company, Oil-Dri Corporation
of America1, Ozite Corporation, Penn Virginia Corporation, Potash Import and
Chemical Corporation, Quantum Chemical Corporation, Rexene Corporation, Rohm and
Haas Co., A. Schulman Inc., Urethane Technologies Inc., Vista Chemical Co.,
Vulcan Materials Company and Zemex Corporation.
____________________
(1) Oil-Dri Corporation of America is not designated under the SIC Codes
referenced above but is comparable to the Company and, therefore, is
included in the Peer Group.
<PAGE>
Comparison of Five-Year Cumulative Total Return*
AMCOL International Corporation, S&P SmallCap 600 and Peer Group
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
Dec-92 Dec-93 Dec-94 Dec-95 Dec-96
<S> <C> <C> <C> <C> <C>
AMCOL International 224.4 572.2 359.4 368.8 415.7
S&) SmallCap 600 121.0 143.8 136.9 177.9 215.7
Peer Group 114.6 143.2 146.7 185.7 201.6
</TABLE>
Assumes $100 invested on December 31, 1991, in
AMCOL International Corporation Common Stock, S&P SmallCap 600 and Peer Group.
* Total return assumes reinvestment of dividends on a quarterly basis.
Compensation Committee Interlocks and Insider Participation
Clarence Owen Redman, Ltd. is a member of the Company's Option Committee
and as such determined the terms of the options awarded to each of the Named
Officers. Mr. Redman is a partner of Keck, Mahin & Cate, the principal law firm
engaged by the Company.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, the Company's directors,
its executive officers and any persons holding more than 10% of the Company's
Common Stock are required to report their initial ownership of the Company's
Common Stock and any subsequent changes in that ownership to the Securities and
Exchange Commission. Specific due dates for these reports have been established
and the Company is required to disclose in this proxy statement that Mr. Robert
C. Humphrey, a director of the Company, filed two late reports covering four
transactions involving a total of 12,960 shares of Common Stock. In making these
disclosures, the Company has relied solely on written representations of its
directors and executive officers and copies of the reports that they have filed
with the Commission.
<PAGE>
ITEM 2
PROPOSED RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Upon the recommendation of its Audit Committee, the Board of Directors
retained KPMG Peat Marwick LLP to examine the financial statements of the
Company for the fiscal year ended December 31, 1996, and appointed KPMG Peat
Marwick LLP as independent accountants for the Company to audit its consolidated
financial statements for 1997 and to perform audit-related services. Such
services include review of the Company's quarterly interim financial
information; review of periodic reports and registration statements filed by the
Company with the Securities and Exchange Commission; issuance of special-purpose
reports covering such matters as employee benefit plans, management incentive
compensation and submissions to various governmental agencies; and consultation
in connection with various accounting and financial reporting matters.
The Board has directed that the appointment of KPMG Peat Marwick LLP be
submitted to the stockholders for approval. If the stockholders should not
approve, the Audit Committee and the Board will reconsider the appointment.
The Company has been advised by KPMG Peat Marwick LLP that it expects to
have a representative present at the Annual Meeting and that such representative
will be available to respond to appropriate questions. Such representative will
also have the opportunity to make a statement if he or she desires to do so.
Proxies will be voted for or against approval of this proposed ratification
in accordance with the specifications marked thereon, and will be voted in favor
of approval if no specification is made. Approval requires the favorable vote of
the holders of a majority of the shares of Common Stock represented at the
Annual Meeting in person or by proxy, assuming that a quorum is present.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
APPROVAL OF THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS INDEPENDENT ACCOUNTANTS.
OTHER MATTERS
Stockholder Proposals
Stockholder proposals intended to be included in the Company's proxy
statement and form of proxy relating to, and to be presented at, the Annual
Meeting of Stockholders of the Company to be held in 1998 must be received by
the Company on or before December 8, 1997.
Pursuant to the Company's by-laws, stockholder proposals for business,
including director nominations, to be conducted at any annual meeting of
stockholders (but which will not be included in the Company's proxy materials)
must comply with the notice procedures set forth in the by-laws. Generally, such
proposals must be delivered to the Company not later than the 60th day nor
earlier than the 90th day prior to the first anniversary of the preceding year's
annual meeting. For example, stockholder proposals for business to be presented
at the Company's Annual Meeting of Stockholders, to be held in 1998, must be
received by the Company between February 13, 1998, and March 15, 1998. The
Company will be pleased to make its by-laws available to stockholders without
charge upon written request to the Corporate Secretary.
<PAGE>
Voting Proxies
The enclosed proxy card confers authority to vote, in accordance with the
instructions contained in the proxy, with respect to the election of the
nominees for director specified in this Proxy Statement and the ratification of
the independent accountants, KPMG Peat Marwick LLP. The proxy will be voted in
accordance with the choices indicated thereon. If no specifications are made,
proxies will be voted "FOR ALL NOMINEES" for director and "FOR" the ratification
of KPMG Peat Marwick LLP as independent accountants.
Other Business
The Board of Directors knows of no other business that will be represented
at the meeting. Should any other business come before the meeting, it is the
intention of the persons named in the enclosed proxy form to vote in accordance
with their best judgment.
By Order of the Board of Directors,
Clarence O. Redman
Secretary
Arlington Heights, Illinois
April 7, 1997
