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 September 30, 1997
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 October 17, 1997
(Common stock, $.01 par value) 18,964,446
<PAGE>
AMCOL INTERNATIONAL CORPORATION
INDEX
Part I - Financial Information
<TABLE>
<S> <C> <C>
Item 1 Financial Statements
Condensed Consolidated Balance Sheet -
September 30, 1997 and December 31, 1996 1
Condensed Consolidated Statement of Operations -
nine months and three months ended September 30, 1997
and 1996 2
Condensed Consolidated Statement of Cash Flows -
nine months ended September 30, 1997 and 1996 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 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>
September 30, December 31,
1997 1996
--------------------- -------------------
<S> <C> <C>
Current assets: *
Cash and cash equivalents $ 6,665 $ 3,054
Accounts receivable, net 89,655 81,519
Inventories 48,339 56,314
Prepaid expenses 5,240 4,502
Current deferred tax asset 3,145 3,086
Total current assets 153,044 148,475
Property, plant, equipment and mineral reserves 312,654 299,366
Less accumulated depreciation 135,861 118,490
176,793 180,876
Intangible assets, net 14,313 15,217
Other long-term assets, net 6,448 6,140
$ 350,598 $ 350,708
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable and current maturities of debt $ 17,253 $ 8,969
Accounts payable 21,698 24,389
Accrued liabilities 28,451 18,512
Total current liabilities 67,402 51,870
Long-term debt 100,167 118,855
Deferred credits and other liabilities 12,629 12,579
Stockholders' equity:
Common stock 213 213
Additional paid-in capital 75,687 75,576
Foreign currency translation adjustment (1,889) 2,868
Retained earnings 106,642 96,579
Treasury stock (10,253) (7,832)
170,400 167,404
$ 350,598 $ 350,708
</TABLE>
*Condensed from audited financial statements.
The accompanying notes are an integral part of these
condensed financial statements.
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<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
(In thousands, except number of shares and per share data)
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
September 30, September 30,
---------------------------------- ----------------------------------
1997 1996 1997 1996
-------------- ---------------- --------------- ---------------
<S> <C> <C> <C> <C>
Net sales $ 347,538 $ 291,843 $ 126,130 $ 109,546
Cost of sales 273,683 231,431 97,789 85,048
Gross profit 73,855 60,412 28,341 24,498
General, selling and administrative
expenses 43,830 38,672 15,086 13,190
Operating profit 30,025 21,740 13,255 11,308
Other income (expense):
Interest expense, net (6,580) (6,309) (2,220) (2,195)
Other income, net (548) 197 32 66
(7,128) (6,112) (2,188) (2,129)
Income from operations 22,897 15,628 11,067 9,179
Income taxes 8,472 5,626 4,097 3,304
Income before minority interest 14,425 10,002 6,970 5,875
Net income of minority interest - (13) - -
Net income $ 14,425 $ 9,989 $ 6,970 $ 5,875
Weighted average common and
common equivalent shares 19,400,564 19,532,059 19,338,020 19,553,060
Earnings per share $ .74 $ .51 $ .36 $ .30
Dividends declared per share $ .23 $ .21 $ .08 $ .07
</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>
Nine Months Ended
September 30,
----------------------------------------------
1997 1996
-------------------- --------------------
<S> <C> <C>
Cash flow from operating activities:
Net income $ 14,425 $ 9,989
Adjustments to reconcile net income to net cash
Provided by operating activities:
Depreciation, depletion, and amortization 23,234 20,180
Other (82) (219)
Increase in current assets (780) (22,394)
Increase in current liabilities 7,248 14,373
Net cash provided by operations 44,045 21,929
Cash flow from investing activities:
Acquisition of land, mineral reserves,
depreciable and intangible assets (21,810) (29,286)
Sale of product line and mineral reserves 6,155
Other (1,548) 89
Net cash used in investing activities (23,358) (23,042)
Cash flow from financing activities:
Net change in outstanding debt (10,404) 8,425
Dividends paid (4,362) (4,016)
Other (2,310) (884)
Net cash provided (used) by financing activities (17,076) 3,525
Net increase in cash and cash equivalents 3,611 2,412
Cash and cash equivalents at beginning of period 3,054 1,888
Cash and cash equivalents at end of period $ 6,665 $ 4,300
Supplemental Disclosure of Cash Flows Information
Actual cash paid for:
Interest $ 5,450 $ 5,313
Income taxes $ 5,641 $ 2,316
</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, 1996, 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, 1996, has been derived from and does not include all the
disclosures contained in the audited consolidated financial statements for the
year ended December 31, 1996. 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 1996 Form 10-K which
accompanies the 1996 Corporate Report.
The results of operations for the nine-month period ended September 30,
1997, are not necessarily indicative of the results to be expected for the full
year.
Note 2: INVENTORIES
Inventories at September 30, 1997, have been valued using the same methods
as at December 31, 1996. The composition of inventories at September 30, 1997,
and December 31, 1996, was as follows:
<TABLE>
<CAPTION>
September 30, 1997 December 31, 1996
----------------------- -----------------------
<S> <C> <C>
Crude stockpile and in-process inventories $ 34,859 $ 36,493
Other raw material, container and supplies inventories 13,480 19,821
$ 48,339 $ 56,314
</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.
Note 4: DERIVATIVES
From time to time, the Company uses financial derivatives, principally
swaps, forward contracts and options in its management of foreign currency and
interest rate exposures. These contracts hedge transactions and balances for
periods consistent with the company's committed exposures. As of September 30,
1997, the only derivatives outstanding were related to foreign currency hedging
and a $15 million interest rate swap.
-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.
Nine Months Ended September 30, 1997 vs. 1996
Net sales increased by $55.7 million, or 19.1%. Gross profit increased by
$13.4 million, or 22.3%, as lower gross profit from the environmental segment
was offset by improvements in other segments. Operating profit increased by $8.3
million, or 38.1%. Net interest expense increased by $.3 million, or 4.3%. Other
income for 1997 included $.4 million related to foreign exchange losses.
Earnings were $.74 per share for the 1997 period, compared with $.51 per share
for the prior-year period on slightly fewer weighted average shares outstanding.
A brief discussion by business segment follows:
<TABLE>
<CAPTION>
Nine Months Ended September 30,
-------------------------------------------------------------------------------------
1997 1996 1997 vs. 1996
------------------------- ---------------------- ---------------------------
Minerals (Dollars in Thousands) $ Change % Change
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 117,647 100.0% $107,164 100.0% $ 10,483 9.8%
Cost of sales 97,930 83.2% 89,673 83.7%
Gross profit 19,717 16.8% 17,491 16.3% 2,226 12.7%
General, selling and
administrative expenses 11,721 10.0% 11,432 10.6% 289 2.5%
Operating profit 7,996 6.8% 6,059 5.7% 1,937 32.0%
</TABLE>
Sales increased by $10.5 million, or 9.8%, from the prior-year period.
Higher sales of cat litter and metalcasting products offset declines in sales of
refining chemicals (a business that was sold in the second quarter of 1996) and
shipments to the iron ore pelletizing market. Reduced sales to the iron ore
pelletizing market are expected to continue, although the remaining shipments
will reflect higher unit selling prices. Gross profit margins improved by 50
basis points. General, selling and administrative expenses for 1997 included $.6
million associated with international ventures. These international ventures are
expected to provide access to cost-effective, local clay sources as alternatives
to products shipped from the United States, and local processing of minerals to
meet local market demand. These ventures are anticipated to contribute to
profits in 1998.
-5-
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Continued)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
-------------------------------------------------------------------------------------
1997 1996 1997 vs. 1996
------------------------- ---------------------- ---------------------------
Absorbent Polymers (Dollars in Thousands) $ Change % Change
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 141,668 100.0% $ 104,892 100.0% $ 36,776 35.1%
Cost of sales 111,997 79.1% 84,835 80.9%
Gross profit 29,671 20.9% 20,057 19.1% 9,614 47.9%
General, selling and
administrative expenses 8,952 6.3% 7,579 7.2% 1,373 18.1%
Operating profit 20,719 14.6% 12,478 11.9% 8,241 66.0%
</TABLE>
Revenues increased by $36.8 million, or 35.1%, over the prior year as sales
volume increased 47.6%. Gross profit margins increased by 180 basis points from
the prior year, as a result of improved plant utilization.
The current worldwide superabsorbent polymer capacity for the Company is
130,000 metric tons.
-6-
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Continued)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
-------------------------------------------------------------------------------------
1997 1996 1997 vs. 1996
------------------------- ---------------------- ---------------------------
Environmental (Dollars in Thousands) $ Change % Change
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 66,524 100.0% $ 62,253 100.0% $4,271 6.9%
Cost of sales 44,782 67.3% 41,642 66.9%
Gross profit 21,742 32.7% 20,611 33.1% 1,131 5.5%
General, selling and
administrative expenses 13,492 20.3% 11,465 18.4% 2,027 17.7%
Operating profit 8,250 12.4% 9,146 14.7% (896) (9.8%)
</TABLE>
Sales increased by $4.3 million, or 6.9%, over the prior year. The sales
increase was not in line with projections. International sales have suffered as
a result of strong currencies (the U.S. dollar and the British pound) and price
competition in the geosynthetic clay liner market. Gross profit margins declined
by 40 basis points, primarily as a result of lower selling prices on
geosynthetic clay liner products. General, selling and administrative expenses
increased by $2.0 million, or 17.7%, reflecting the costs of increased sales
staff and higher costs associated with the European environmental unit.
Given the seasonal nature of the environmental segment, it is unlikely that
the operating profit shortfall experienced thus far in 1997 will be reversed in
the fourth quarter.
<TABLE>
<CAPTION>
Nine Months Ended September 30,
-------------------------------------------------------------------------------------
1997 1996 1997 vs. 1996
------------------------- ---------------------- ---------------------------
Transportation (Dollars in Thousands) $ Change % Change
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 21,699 100.0% $ 17,534 100.0% $ 4,165 23.8%
Cost of sales 18,974 87.4% 15,281 87.2%
Gross profit 2,725 12.6% 2,253 12.8% 472 20.9%
General, selling and
administrative expenses 1,515 7.0% 1,368 7.8% 147 10.7%
Operating profit 1,210 5.6% 885 5.0% 325 36.7%
</TABLE>
Revenues increased 23.8%. The gross profit margin erosion of 20 basis
points reflected a tight trucking market for the brokerage unit.
-7-
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Continued)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
-------------------------------------------------------------------------------------
1997 1996 1997 vs. 1996
------------------------- ---------------------- ---------------------------
Corporate (Dollars in Thousands) $ Change % Change
General, selling and
<S> <C> <C> <C> <C>
administrative expenses $ 8,150 $ 6,828 $ 1,322 19.4%
Operating loss (8,150) (6,828) (1,322) 19.4%
</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 $1.3 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 September 30, 1997 vs. 1996
Net sales increased by $16.6 million, or 15.1%, while gross profit
increased by $3.8 million, or 15.7%. Operating profit was $1.9 million, or
17.2%, higher. Net interest expense was comparable to the prior year quarter.
Earnings were $.36 per share for the 1997 quarter compared with $.30 per share
for the prior-year quarter on 1.1% fewer weighted average shares outstanding.
A brief discussion by business segment follows:
<TABLE>
<CAPTION>
Quarter Ended September 30,
-------------------------------------------------------------------------------------
1997 1996 1997 vs. 1996
------------------------- ---------------------- ---------------------------
Minerals (Dollars in Thousands) $ Change % Change
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 39,826 100.0% $ 37,260 100.0% $ 2,566 6.9%
Cost of sales 32,614 81.9% 30,254 81.2%
Gross profit 7,212 18.1% 7,006 18.8% 206 2.9%
General, selling and
administrative expenses 3,925 9.9% 3,684 9.9% 241 6.5%
Operating profit 3,287 8.2% 3,322 8.9% (35) (1.1)%
</TABLE>
Sales increased by $2.6 million, or 6.9%, over the prior-year period,
primarily as a result of continued growth in the metalcasting and cat litter
markets. Gross profit margins decreased by 70 basis points. Lower margins from
the United Kingdom minerals operation, as a result of the shift of certain of
its products to the environmental segment, were the principal contributor to the
decrease.. Growth is anticipated in the European market, and margins should
improve as a result of higher utilization of the plant during 1998. General,
selling and administrative expenses resulted from increased overseas activities,
primarily in Asia.
-9-
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Continued)
<TABLE>
<CAPTION>
Quarter Ended September 30,
-------------------------------------------------------------------------------------
1997 1996 1997 vs. 1996
------------------------- ---------------------- ---------------------------
Absorbent Polymers (Dollars in Thousands) $ Change % Change
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 51,466 100.0% $ 38,744 100.0% $ 12,722 32.8%
Cost of sales 40,218 78.1% 31,121 80.3%
Gross profit 11,248 21.9% 7,623 19.7% 3,625 47.6%
General, selling and
administrative expenses 3,332 6.5% 2,683 6.9% 649 24.2%
Operating profit 7,916 15.4% 4,940 12.8% 2,976 60.2%
</TABLE>
Revenues increased by $12.7 million, or 32.8%, over the prior-year quarter,
as sales volume increased 43.4%. Gross profit margins increased by 220 basis
points, primarily as a result of greater plant utilization.
<TABLE>
<CAPTION>
Quarter Ended September 30,
-------------------------------------------------------------------------------------
1997 1996 1997 vs. 1996
------------------------- ---------------------- ---------------------------
Environmental (Dollars in Thousands) $ Change % Change
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 27,181 100.0% $ 26,923 100.0% $ 258 1.0%
Cost of sales 18,244 67.1% 17,860 66.3%
Gross profit 8,937 32.9% 9,063 33.7% (126) (1.4)%
General, selling and
administrative expenses 4,618 17.0% 3,985 14.8% 633 15.9%
Operating profit 4,319 15.9% 5,078 18.9% (759) (14.9)%
</TABLE>
Sales increased by 1.0%, over the prior year while gross profit margins
decreased by 80 basis points. Sales of geosynthetic clay liner products have
been adversely impacted on a global basis as a result of strong currencies and
aggressive price competition. Personnel were put in place to handle higher sales
levels than have been realized thus far in 1997. General, selling and
administrative expenses increased by $.6 million, or 15.9%, reflecting the
addition of personnel and costs associated with higher 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 September 30,
-------------------------------------------------------------------------------------
1997 1996 1997 vs. 1996
------------------------- ---------------------- ---------------------------
Transportation (Dollars in Thousands) $ Change % Change
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 7,657 100.0% $ 6,619 100.0% $ 1,038 15.7%
Cost of sales 6,713 87.7% 5,813 87.8%
Gross profit 944 12.3% 806 12.2% 138 17.1%
General, selling and
administrative expenses 500 6.5% 455 6.9% 45 9.9%
Operating profit 444 5.8% 351 5.3% 93 26.5%
</TABLE>
Revenues increased 15.7% and operating profits improved by 26.5%.
<TABLE>
<CAPTION>
Quarter Ended September 30,
-------------------------------------------------------------------------------------
1997 1996 1997 vs. 1996
------------------------- ---------------------- ---------------------------
Corporate (Dollars in Thousands) $ Change % Change
General, selling and
<S> <C> <C> <C> <C>
administrative expenses $ 2,711 $ 2,383 $ 328 13.8%
Operating loss (2,711) (2,383) (328) 13.8%
</TABLE>
Increased costs associated with the development and launch of the
nanocomposite business accounted 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 September 30, 1997, the Company had outstanding debt of $117.4 million
(including both long- and short-term debt) and cash of $6.7 million compared
with $127.8 million in debt and $3.1 million in cash at December 31, 1996. The
long-term debt to total capitalization at September 30, 1997, was 37.0% compared
with 41.5% at December 31, 1996.
The Company had a current ratio of 2.27-to-1 at September 30, 1997, with
approximately $85.6 million in working capital, compared with 2.86-to-1 and
$96.6 million, respectively, at December 31, 1996. The lower current ratio
reflected the reclassification of $9.5 million of debt which matures during the
next twelve months, and a significant reduction in inventory levels from the
prior year-end. During the third quarter of 1997, the Company entered into a $15
million interest rate swap, swapping floating interest rates for fixed rates, in
anticipation of the fixed rate debt maturities in 1997 and 1998.
During 1997, the Company paid dividends of $4.4 million and acquired
property, plant and equipment totaling $21.8 million. These expenditures, plus a
$10.4 million reduction in debt, were funded from operations. Capital
expenditures for 1997, excluding acquisitions, are currently anticipated to be
approximately $32 million.
The Company had $44.4 million in unused, committed credit lines at
September 30, 1997. These credit facilities, in conjunction with funds generated
from operations, are adequate to fund the capital expenditure program approved
by the Board of Directors at this time.
Forward Looking Statements
This filing contains certain forward-looking statements regarding the
Company's expected performance for future periods and actual results for such
periods may materially differ. Such forward-looking statements are subject to
uncertainties, which include, but are not limited to, actual growth in AMCOL's
various markets, utilization of the Company's plants, customer concentration in
the absorbent polymers segment, operating costs, raw material prices, weather,
currency exchange rates, and delays in development, production and marketing of
new products, and other factors detailed from time to time in the Company's
annual report and other reports filed with the Securities and Exchange
Commission.
-12-
<PAGE>
PART II - OTHER INFORMATION
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
September 30, 1997.
-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: October 20, 1997 /s/ John Hughes
John Hughes
President and Chief Executive Officer
Date: October 20, 1997 /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)
First Amendment dated June 2, 1994 (8); Second Amendment dated
June 2, 1997 (13)
10.4 AMCOL International Corporation 1987 Non-Qualified Stock Option Plan
(2); as amended (6)
10.5 Change in Control Agreement dated April 1, 1997, by and between
Registrant and John Hughes (12)
10.6 Change in Control Agreement dated April 1, 1997, by and between
Registrant and Paul G. Shelton (12)
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 April 1, 1997 by and between
Registrant and Peter L. Maul (12)
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), as amended, Second Amendment to Credit
Agreement dated March 28, 1996, and Third Amendment to Credit
Agreement dated September 12, 1996 (11)
10.13 Note Agreement dated October 1, 1994, between AMCOL International
Corporation and Principal Mutual Life Insurance Company, (7); as
amended, First Amendment of Note Agreement dated September 30, 1996
(11)
10.14 Change in Control Agreement dated August 21, 1996 by and between
Registrant and Frank B. Wright, Jr. (11)
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, 1993.
(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 for the year ended
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.
-15-
<PAGE>
(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.
(11) 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, 1996.
(12) Exhibit is incorporated by reference to the Registrant's Form 10-Q
filed with the Securities and Exchange Commission for the quarter
ended March 31, 1997.
(13) Exhibit is incorporated by reference to the Registrant's Form 10-Q
filed with the Securities and Exchange Commission for the quarter
ended June 30, 1997.
-16-
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