SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 22, 1999
AMCOL INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 0-15661 36-0724340
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification Number)
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One North Arlington, 1500 West Shure Drive, Suite 500
Arlington Heights, Illinois 60004-7803
(Address of principal executive offices) (Zip Code)
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ITEM 5. OTHER EVENTS
On November 22, 1999, AMCOL International Corporation ("AMCOL") entered into an
Asset and Stock Purchase Agreement to sell its Chemdal absorbent polymers unit
to BASF Aktiengesellschaft ("BASF"), a leading chemical company headquartered in
Germany, in a cash transaction. The sale is subject to approval by AMCOL's
shareholders, as well as certain U.S. and European governmental regulatory
reviews, and is projected to close during the first quarter of 2000.
Included in the transaction are Chemdal's three manufacturing operations in the
United States, United Kingdom and Thailand. A substantial portion of the net
proceeds after deducting corporate income taxes, expenses of the transaction,
payment of debt and other deductions, will be distributed to AMCOL's
shareholders. It is currently expected that shareholders will receive a cash
payment of approximately $14-$14.50 per share, in addition to retaining their
AMCOL shares which will then represent the portion of AMCOL's business that is
not being sold. The cash to be paid for the Chemdal absorbent polymers business
is approximately $656.5 million, and is subject to certain purchase price
adjustments, including those based on the absorbent polymers business'
outstanding debt and working capital at closing.
Chemdal was formed in 1986 to manufacture and market water-absorbing specialty
polymers for use in personal care products such as baby diapers and adult
incontinence items. In 1998, Chemdal contributed approximately $221 million, or
42 percent in sales, and $33 million, or 61 percent in operating profit, of
AMCOL's total consolidated results.
Founded in 1927, AMCOL International Corp. is a specialty chemical and mineral
company that produces and markets primarily liquid-absorbing products for a wide
range of industrial and consumer-related applications. AMCOL's other primary
businesses are minerals and environmental products and services. AMCOL reported
approximately $521 million in consolidated sales during 1998; approximately $300
million of the total was unrelated to Chemdal.
BASF is a return-focused transnational company striving for value-generating
growth in chemicals, health and nutrition, and energy. The company's products
range from high-value chemicals, plastics, dyestuffs, automotive and industrial
coatings, crop protection agents, pharmaceuticals and fine chemicals to crude
oil and natural gas. BASF's integration strategy, known in German as "Verbund,"
is one of the company's particular strengths and provides a unique competitive
advantage. With sales in 1998 of $27.6 billion (DM 54 billion) and a workforce
of 105,000 employees, BASF is one of the world's top chemical companies.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release dated November 23, 1999.
99.2 Press Release dated November 23, 1999.
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SIGNATURE
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 hereunto duly authorized.
AMCOL INTERNATIONAL CORPORATION
(Registrant)
Date: December 2, 1999 By: /s/ Paul G. Shelton
Paul G. Shelton, Chief Financial Officer
and Senior Vice President
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EXHIBIT INDEX
Exhibit No.
Exhibit 99.1 Press Release dated November 23, 1999.
Exhibit 99.2 Press Release dated November 23, 1999.
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Exhibit 99.1
AMCOL INTERNATIONAL (NYSE:ACO) ENTERS INTO AGREEMENT TO SELL ITS
CHEMDAL ABSORBENT POLYMERS UNIT
ARLINGTON HEIGHTS, ILL., Nov. 23, 1999-AMCOL International Corp. (NYSE:ACO) has
entered into an agreement to sell its Chemdal absorbent polymers unit to BASF
AG, a leading chemical company headquartered in Germany, in a cash transaction.
The sale is subject to approval by AMCOL's shareholders, as well as certain U.S.
and European governmental regulatory reviews, and is projected to close during
the first quarter of 2000.
Included in the transaction are Chemdal's three manufacturing operations in the
United States, United Kingdom and Thailand. A substantial portion of the net
proceeds after deducting corporate income taxes, expenses of the transaction,
payment of debt and other deductions, will be distributed to AMCOL's
shareholders. It is currently expected that shareholders will receive a cash
payment of approximately $14-$14.50 per share, in addition to retaining their
AMCOL shares which will then represent the portion of AMCOL's business that is
not being sold. The cash to be paid for the Chemdal absorbent polymers business
is approximately $656.5 million, and is subject to certain purchase price
adjustments, including those based on the absorbent polymers business'
outstanding debt and working capital at closing.
Chemdal was formed in 1986 to manufacture and market water-absorbing specialty
polymers for use in personal care products such as baby diapers and adult
incontinence items. In 1998, Chemdal contributed approximately $221 million, or
42 percent in sales, and $33 million, or 61 percent in operating profit, of
AMCOL's total consolidated results.
John Hughes, AMCOL chairman and chief executive officer, said, "Our primary goal
as a public company has been to deliver the highest value possible to our
shareholders. Our stock price has languished for some time, making it difficult
for our investors to realize meaningful returns. The sale of our Chemdal
absorbent polymers unit represents an opportunity to maximize the value of AMCOL
shareholdings in the short-term, while providing the opportunity to capitalize
on the company's strong future prospects."
Hughes continued, "We've been approached from time to time with offers to sell
all or part of our businesses. It has been our practice to review such offers to
determine how to best serve the interests of our shareholders. The BASF offer
proved particularly attractive in terms of both timing and shareholder return.
As the only absorbent polymer producer non-integrated in the manufacture of
acrylic acid, the primary raw material, we were potentially at a competitive
disadvantage. In order to remain competitive, we were facing significant
investment decisions to expand globally and to become vertically integrated into
the manufacture of acrylic acid. BASF approached us during this deliberation
period, and we concluded that shareholder value was better served by the sale of
the business."
Founded in 1927, AMCOL's other primary businesses are minerals and environmental
products and services. AMCOL reported approximately $521 million in consolidated
sales during 1998; approximately $300 million of the total was unrelated to
Chemdal.
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Hughes added, "Without Chemdal, AMCOL will once again focus on its strong
dominant presence in the specialty minerals industry. We expect to be profitable
in 2000, with sales from the "new" AMCOL totaling in excess of $300 million. We
will have made significant progress in improving the operating efficiencies of
our minerals and environmental operations by year-end 1999, as well as improving
our business mix in both areas. Our nanocomposites business holds bright
promise, and we look for breakthroughs in commercialization."
The transaction is subject to the approval of a majority of the outstanding
shares of common stock in AMCOL. Schroder & Co. Inc., an investment banker
representing AMCOL, has issued its opinion that the transaction is fair to AMCOL
from a financial point of view. The agreement is expected to be submitted for
shareholder approval in the first quarter of 2000.
This release contains certain forward-looking statements regarding AMCOL's
expected performance for future periods and actual results for such periods
might 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 AMCOL's plants, competition in the minerals and
environmental segments, operating costs, weather, currency exchange rates,
currency devaluations, delays in development, production and marketing of new
products, integration of acquired businesses, and other factors detailed from
time to time in AMCOL's annual report and other reports filed with the
Securities and Exchange Commission.
BASF is a return-focused transnational company striving for value-generating
growth in chemicals, health and nutrition, and energy. The company's products
range from high-value chemicals, plastics, dyestuffs, automotive and industrial
coatings, crop protection agents, pharmaceuticals and fine chemicals to crude
oil and natural gas. BASF's integration strategy, known in German as "Verbund,"
is one of the company's particular strengths and provides a unique competitive
advantage. With sales in 1998 of $27.6 billion (DM 54 billion) and a workforce
of 105,000 employees, BASF is one of the world's top chemical companies. BASF's
Internet address is www.basf.com.
AMCOL International Corp. is a specialty chemical and mineral company that
produces and markets primarily liquid-absorbing products for a wide range of
industrial and consumer-related applications. AMCOL's common stock is traded on
the New York Stock Exchange under the symbol ACO. AMCOL's web address is
www.amcol.com.
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Exhibit 99.2
AMCOL INTERNATIONAL CORP. (NYSE:ACO) OUTLINES TAX TREATMENT FOR
SHAREHOLDER DISTRIBUTION ON SALE OF ABSORBENT POLYMERS UNIT
ARLINGTON HEIGHTS, ILL., NOV. 23, 1999-During a conference call this morning,
AMCOL International Corp. (NYSE:ACO) commented on the tax treatment related to
the distribution of proceeds from the anticipated sale of the company's
absorbent polymers unit announced earlier today.
John Hughes, AMCOL chairman and chief executive officer, said that AMCOL
anticipates distributing a substantial portion of the sale proceeds to
shareholders, after deducting for corporate income taxes and expenses of the
transaction, any payment of debt and other deductions. The distribution will be
treated as a partial liquidation for federal income tax purposes.
Under treatment as a partial liquidation, the gain or loss to domestic
noncorporate shareholders will be recognized by measuring the difference between
the amount distributed and the tax basis for the number of shares considered to
be exchanged. The number of shares considered to be exchanged by a shareholder
will be determined by multiplying the shareholder's total number of shares by a
fraction. The numerator of this fraction is the total amount distributed to the
shareholder, and the denominator is the value of the total number of shares
owned by a shareholder immediately prior to distribution. The gain or loss will
be a long-term capital gain or loss, provided that the shares are capital assets
that have been owned for more than one year.
In comparison, a domestic corporate shareholder will be treated as having
received a dividend to the extent of AMCOL's earnings and profits. The amount
constituting a dividend will be treated as an extraordinary dividend without
regard to the period the corporate shareholder held the stock. The basis of its
shares will be reduced (but not below zero) by the nontaxed portion of the
dividend, and if the nontaxed portion of the dividend exceeds the corporate
shareholder's basis in the shares, such excess will be recognized as a gain from
the sale or exchange of the shares in the year the dividend is received. If the
amount distributed exceeds AMCOL's earnings and profits, the excess will be
treated first as a return of capital to the extent of the corporate
stockholder's basis in the shares, and thereafter as a capital gain.
This release contains certain forward-looking statements regarding AMCOL's
expected performance for future periods and actual results for such periods
might 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 AMCOL's plants, competition in the minerals and
environmental segments, operating costs, weather, currency exchange rates,
currency devaluations, delays in development, production and marketing of new
products, integration of acquired businesses, and other factors detailed from
time to time in AMCOL's annual report and other reports filed with the
Securities and Exchange Commission.
AMCOL International Corp. is a specialty chemical and mineral company that
produces and markets primarily liquid-absorbing products for a wide range of
industrial and consumer-related applications. AMCOL's common stock is traded on
the New York Stock Exchange under the symbol ACO.
