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 Section 240.14a-11(c) or
Section 240.14a-12
AMCOL INTERNATIONAL CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
Common Stock, par value $.01 per share
(2) Aggregate number of securities to which transactions applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
<PAGE>
[ ] 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 was 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
AMCOL INTERNATIONAL CORPORATION
One North Arlington
1500 West Shure Drive, Suite 500
Arlington Heights, Illinois 60004-7803
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held On May 11, 2000
To Our Shareholders:
The annual meeting of shareholders of AMCOL International Corporation, or
AMCOL, will take place on Thursday, May 11, 2000, at 11:00 a.m., local time, at
the Wyndham Hotel, 400 Park Boulevard, Itasca, Illinois, for the following
purposes:
1. To elect three (3) directors for a three-year term or until their
successors are elected and qualified.
2. To ratify the appointment of KPMG LLP as independent auditors for
2000.
3. To transact any other business which properly comes before the
annual meeting.
Only shareholders of record of AMCOL's common stock as of the close of
business on March 15, 2000 will be entitled to notice of and to vote at the
annual meeting and at any adjournments of the annual meeting.
The Board of Directors recommends that you vote "FOR" each of AMCOL's
nominees for director and "FOR" approval of the appointment of KPMG LLP.
Whether or not you plan to attend the annual meeting, please complete,
sign, date and mail the proxy card in the enclosed self-addressed, postage-paid
envelope, or vote by telephone in accordance with the instructions provided.
Please do not submit a proxy card if you have voted by telephone. If you attend
the annual meeting, you may revoke your proxy and, if you wish, vote your shares
in person. Thank you for your interest and cooperation.
By Order of the Board of Directors,
/s/ Clarence O. Redman
Clarence O. Redman
Secretary
Arlington Heights, Illinois
April 11, 2000
<PAGE>
AMCOL INTERNATIONAL CORPORATION
One North Arlington
1500 West Shure Drive, Suite 500
Arlington Heights, Illinois 60004-7803
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held On May 11, 2000
INTRODUCTION
We are furnishing this proxy statement to you in connection with the
solicitation of proxies by the Board of Directors of AMCOL International
Corporation, or AMCOL, for use at our annual meeting of shareholders to be held
on Thursday, May 11, 2000, at 11:00 a.m., Central Daylight Savings Time, at the
Wyndham Hotel, 400 Park Boulevard, Itasca, Illinois, and at any adjournment of
the annual meeting. This proxy statement and the accompanying proxy card are
first being mailed or delivered to shareholders of AMCOL on or about April 11,
2000.
At the annual meeting, you will be asked to consider and vote upon the
following matters:
1. The election of three (3) directors for a three-year term or
until their successors are elected and qualified.
2. The ratification of the appointment of KPMG LLP as independent
auditors for 2000.
3. Any other business which properly comes before the annual
meeting.
The Board of Directors recommends that you vote "FOR" each of AMCOL's
nominees for director and "FOR" approval of the appointment of KPMG LLP.
Whether or not you plan to attend the annual meeting, please complete,
sign, date and mail the proxy card in the enclosed self-addressed, postage-paid
envelope, or vote by telephone in accordance with the instructions provided.
Please do not submit a proxy card if you have voted by telephone. If you attend
the annual meeting, you may revoke your proxy and, if you wish, vote your shares
in person.
The date of this proxy statement is April 11, 2000.
<PAGE>
THE ANNUAL MEETING
General
This proxy statement is being furnished in connection with the solicitation
of proxies by the Board of Directors of AMCOL for use at the annual meeting to
be held on Thursday, May 11, 2000, at 11:00 a.m., Central Daylight Savings Time,
at the Wyndham Hotel, 400 Park Boulevard, Itasca, Illinois, and at any
adjournment of the annual meeting.
Record Date
The Board of Directors has fixed the close of business on March 15, 2000,
as the record date for the determination of shareholders entitled to notice of,
and to vote at, the annual meeting or any adjournment. Accordingly, only holders
of record of AMCOL's common stock at the close of business on the record date
will be entitled to vote at the annual meeting, either by proxy, telephone or in
person. As of the record date, there were 26,941,420 shares of AMCOL's common
stock issued and outstanding. Each share of AMCOL's common stock entitles the
holder to one vote.
Purpose of the Annual Meeting; Recommendation of the Board of Directors
At the annual meeting, AMCOL's shareholders will be asked to consider and
vote upon the following matters:
the election of three directors;
the ratification of the appointment of KPMG LLP; and
any other business which properly comes before the annual meeting.
The Board of Directors recommends that you vote "FOR" each of AMCOL's
nominees for director and "FOR" approval of the appointment of KPMG LLP.
Proxies; Vote Required
Under Delaware law, the election of the three directors and the
ratification of the appointment of KPMG LLP must be approved by the holders of a
majority of the shares of AMCOL's common stock represented at the annual
meeting.
<PAGE>
All properly executed proxies received by AMCOL prior to the annual meeting
and not revoked will be voted in accordance with the instructions marked
thereon. Unless contrary instructions are marked, proxies will be voted "FOR"
each of AMCOL's nominees for director and "FOR" the appointment of KPMG LLP. The
Board of Directors knows of no other business which will be presented for
consideration at the annual meeting. If any other matter is properly presented,
it is the intention of the persons named in the enclosed proxy to vote in
accordance with their best judgment. Any shareholder may revoke his or her proxy
at any time prior to the exercise thereof by doing any of the following:
giving written notice to the Secretary of AMCOL at One North Arlington,
1500 West Shure Drive, Suite 500, Arlington Heights, Illinois, 60004-7803;
submitting a duly executed proxy bearing a later date;
voting by telephone on a later date; or
attending the annual meeting and voting in person.
Attendance at the annual meeting will not, in itself, constitute revocation
of a proxy.
The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of AMCOL's common stock is necessary to constitute a quorum
at the annual meeting. In deciding all questions, a holder of AMCOL's common
stock is entitled to one vote, in person or by proxy, for each share held in
such holders' name on the record date. Abstentions and broker non-votes are
counted for purposes of determining the presence or absence of a quorum for the
transaction of business but are not counted for purposes of determining whether
a proposal has been approved. Thus, abstentions and broker non-votes will have
the same effect as a vote against AMCOL's nominees for directors and the
appointment of KPMG LLP.
Proxy Solicitation and Expenses
The accompanying proxy is being solicited on behalf of the Board of
Directors of AMCOL. All expenses of this solicitation, including the cost of
preparing and mailing this proxy statement, will be paid by AMCOL. Solicitation
of holders of AMCOL's common stock by mail, telephone, facsimile or by personal
solicitation may be done by directors, officers and regular employees of AMCOL,
for which they will receive no additional compensation. Brokerage houses and
other nominees, fiduciaries and custodians nominally holding shares of AMCOL's
common stock as of the record date will be requested to forward proxy soliciting
material to the beneficial owners of such shares, and will be reimbursed by
AMCOL for their reasonable out-of-pocket expenses.
<PAGE>
PROPOSAL 1: ELECTION OF DIRECTORS
AMCOL's Board of Directors is divided into three classes, with the
directors in each class serving a three-year term. The Board of Directors
currently has twelve directors: four whose terms expire in 2000, five whose
terms expire in 2001, and three whose terms expire in 2002. Robert E. Driscoll,
III, C. Eugene Ray and Dale E. Stahl, whose terms expire in 2000, have each been
nominated by the Board of Directors for re-election to the Board for a
three-year term expiring in 2003. Mr. James A. McClung is retiring from the
Board of Directors upon the expiration of his term at the annual meeting. The
Board has decided not to fill the position vacated by Mr. McClung and has
reduced the size of the Board to eleven members. The following tables set forth
certain information regarding the director nominees and the continuing members
of the Board:
Information Concerning Nominees
<TABLE>
<CAPTION>
CLASS II
(Term expiring in 2003)
Name Age Director Since Principal Occupation for Last Five Years
<S> <C> <C> <C>
Robert E. Driscoll, III 61 1985 Retired Dean and Professor of Law, University of South
Dakota.
C. Eugene Ray 67 1981 Retired Executive Vice President - Finance of Signode
Industries, Inc., a manufacturer of industrial strapping
products.
Dale E. Stahl 52 1995 President and Chief Operating Officer of Gaylord Container
Corporation, a manufacturer and distributor of brown paper
and packaging products.
</TABLE>
Each nominee must receive 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 a quorum is present.
The Board of Directors recommends that AMCOL's shareholders vote "FOR" each
of the nominees named above.
<PAGE>
Information Concerning Continuing Members of the Board
<TABLE>
<CAPTION>
CLASS III
(Term expiring in 2001)
Name Age Director Since Principal Occupation for Last Five Years
<S> <C> <C> <C>
Arthur Brown 59 1990 Chairman, President and Chief Executive Officer of Hecla
Mining Company.
John Hughes 57 1984 Chairman of the Board and Chief Executive Officer of AMCOL.
Jay D. Proops 58 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.
Lawrence E. Washow 47 1998 President of AMCOL since February 1998; and Chief
Operating Officer of AMCOL since August 1997; prior
thereto, Senior Vice President of AMCOL and President of
Chemdal International Corporation.
Paul C. Weaver* 37 1995 Managing partner of Consumer Aptitudes, Inc. since July
1997, a marketing research firm; prior thereto, various
sales and account management positions for AC Nielsen
Company, a provider of marketing information services.
</TABLE>
<TABLE>
<CAPTION>
CLASS I
(Term expiring 2002)
Name Age Director Since Principal Occupation for Last Five Years
<S> <C> <C> <C>
Clarence O. Redman 57 1989 Secretary of AMCOL. Also, of counsel to Lord, Bissell &
Brook since October 1997, the law firm that serves as
Corporate Counsel to AMCOL; prior thereto, he was the sole
shareholder and President of Clarence Owen Redman, Ltd., a
corporate partner of the law firm of Keck, Mahin & Cate.
Mr. Redman and his professional corporation also served as
Chief Executive Officer of Keck, Mahin & Cate. In December
1997, Keck, Mahin & Cate filed a voluntary petition in
bankruptcy under Chapter 11 of the United States
Bankruptcy Code. Also a Director of U.S. Forest
Industries, Inc.
Paul G. Shelton 50 1988 Senior Vice President and Chief Financial Officer of AMCOL.
Audrey L. Weaver* 45 1997 Private investor.
<FN>
* Paul C. Weaver and Audrey L. Weaver are first cousins.
</FN>
</TABLE>
<PAGE>
PROPOSAL 2: THE APPOINTMENT OF KPMG LLP
The Audit Committee has recommended the appointment of KPMG LLP as
independent auditors for AMCOL to audit its consolidated financial statements
for 2000 and to perform audit-related services. Such services include review of
AMCOL's quarterly interim financial information; review of periodic reports and
registration statements filed by AMCOL 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 is asking for your approval of the appointment of KPMG LLP. If
the shareholders should not grant the requested approval, the Audit Committee
and the Board will reconsider the appointment.
A representative of KPMG LLP will be at the annual meeting to answer
questions or comments, where appropriate.
Proxies will be voted for or against approval of this proposed ratification
in accordance with the specifications marked on the proxy card, 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 AMCOL's shareholders vote "FOR"
approval of the appointment of KPMG LLP as independent auditors.
<PAGE>
SECURITY OWNERSHIP
Security Ownership of Five Percent Beneficial Owners
The following table sets forth all persons known to be the beneficial owner
of more than 5 percent of AMCOL's common stock as of February 21, 2000.
<TABLE>
<CAPTION>
Number of Shares and
Name and Address of Beneficial Owner Nature of Beneficial Percent
Ownership (1) of Class
<S> <C> <C>
Bank of Montreal 3,101,751 (2) 11.52%
Paul Bechtner Trust
111 West Monroe Street
Chicago, Illinois 60690
Everett P. Weaver 3,116,751 (3)(4) 11.58%
c/o AMCOL International Corporation
1500 West Shure Drive, Suite 500
Arlington Heights, Illinois 60004-7803
William D. Weaver 4,155,059 (3)(5) 15.43%
c/o AMCOL International Corporation
1500 West Shure Drive, Suite 500
Arlington Heights, Illinois 60004-7803
<FN>
(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 3,101,751 shares held in the Paul Bechtner Trust as to which Messrs. Everett P. Weaver, William D.
Weaver and the Bank of Montreal are co-trustees and share voting and investment power.
(4) Includes 15,000 shares in a trust as to which voting and investment power are shared with Mr. Weaver's wife.
(5) Includes 615,570 shares held in a living trust and 56,800 shares in a charitable remainder unit trust as to
which Mr. Weaver exercises sole voting and investment power. Also includes 1,600 shares held by his wife,
223,400 shares held in his wife's living trust, 45,000 shares held by his wife as trustee for the benefit
of her brother, and 63,560 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>
Security Ownership of Directors and Executive Officers
The following table sets forth, as of February 21, 2000, 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>
Beneficial Owner Number of Shares and Nature Percent of Class
of Beneficial Ownership (1)
<S> <C>
Arthur Brown 28,146 *
Robert E. Driscoll, III 380,895 1.38%
John Hughes 800,709 2.90%
James A. McClung 4,600 *
Jay D. Proops 42,700 *
C. Eugene Ray 106,146 *
Clarence O. Redman 63,708 *
Paul G. Shelton 416,962 1.51%
Dale E. Stahl 28,200 *
Lawrence E. Washow 433,325 1.57%
Audrey L. Weaver 651,796 2.36%
Paul C. Weaver 383,920 1.39%
Gary L. Castagna 62,825 *
Frank B. Wright, Jr. 35,251 *
All of the above and other executive officers as a group (20 3,220,884 11.66%
persons)
<FN>
* Percentage represents less than 1% of the total shares of common stock outstanding as of February 21, 2000.
(1) Nature of beneficial ownership is set forth on Page 9.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Nature of Beneficial Ownership (Shares Held) as of February 21, 2000
As Trustee
Directly or In the In As By of the Subject to
Beneficial Owner as Joint Company's Limited Trustee or As Family Company's Options
Tenants (1) Savings Partnership Co-Trustee Custodian Members Pension Exercisable
Plan (2) Plan (4) in 60 Days
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Arthur Brown 23,400 - - - - - - 4,746
Robert E. Driscoll, III 5,000 - 371,295 (3) 4,000 - - - 600
John Hughes 249,530 103,443 - - - 41,328 217,500 188,908
James A. McClung 1,000 - - - - - - 3,600
Jay D. Proops 24,000 - 10,000 - - - - 8,700
C. Eugene Ray 81,150 - - - - 20,250 - 4,746
Clarence O. Redman 25,374 14,934 - - - - - 23,400
Paul G. Shelton 70,085 22,068 - - 14,492 935 217,500 91,882
Dale E. Stahl 19,500 - - - - - - 8,700
Lawrence E. Washow 79,643 13,448 - - 7,500 - 217,500 115,234
Audrey L. Weaver 646,070 - - - - 5,126 - 600
Paul C. Weaver 318,876 - - 30,638 - 31,706 - 2,700
Gary L. Castagna 2,733 4,357 - - - - - 55,735
Frank B. Wright, Jr. 1,350 18,284 - - - - - 15,617
All Directors and Executive
Officers 1,568,524 242,595 381,295 34,638 21,992 99,345 217,500 692,177
<FN>
(1) Includes shares held in joint tenancy with spouses for which voting rights may be shared.
(2) With the exception of Mr. Redman's shares, which are held in the Clarence O. Redman PC Savings Plan, the
shares are held in AMCOL's Savings Plan.
(3) Mr. Driscoll is a general partner.
(4) Messrs. Hughes, Shelton and Washow share voting rights.
</FN>
</TABLE>
<PAGE>
NAMED OFFICERS' COMPENSATION
Summary Compensation Table
The Summary Compensation Table below includes, for each of the fiscal years
ended December 31, 1999, 1998 and 1997, individual compensation for services to
AMCOL and its subsidiaries of those persons who were at December 31, 1999: (i)
the Chief Executive Officer; and (ii) the four other most highly compensated
executive officers of AMCOL, or collectively, the named officers.
<TABLE>
<CAPTION>
Long-Term All Other
Compen-sation Compen-sation
Name and Principal Position Annual Compensation (1)(2) Awards ($)(4)
Securities
Bonus Underlying
Year Salary ($) ($)(3) Options (#)
<S> <C> <C> <C> <C> <C>
John Hughes 1999 475,000 712,500 25,000 41,146
Chairman and Chief Executive Officer 1998 450,000 257,792 25,000 19,386
1997 400,000 244,650 25,500 24,400
Lawrence E. Washow 1999 350,000 437,500 21,250 31,280
President and Chief Operating Officer 1998 316,667 137,600 18,750 16,578
1997 229,256 114,449 12,750 8,740
Paul G. Shelton 1999 275,000 258,090 17,000 21,656
Senior Vice President and Chief 1998 240,000 92,800 12,500 13,694
Financial Officer of AMCOL and 1997 215,000 102,354 12,750 8,600
President of Ameri-Co Carriers, Inc.
and Nationwide Freight Service, Inc.
Frank B. Wright, Jr. 1999 215,000 112,698 11,250 15,840
Vice President of AMCOL and President 1998 195,000 101,010 10,750 10,600
of Volclay International Corporation 1997 175,000 70,000 9,563 3,500
Gary L. Castagna 1999 200,000 200,000 11,250 18,571
Vice President of AMCOL and President 1998 160,000 109,874 10,750 8,599
of Chemdal International Corporation 1997 142,645 54,976 6,375 5,706
<FN>
(1) Includes deferred compensation under AMCOL's Savings Plan and AMCOL'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 percent 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 AMCOL's Savings Plan. During 1997,
AMCOL approved a 401(k) restoration plan whereby the matching contributions for salary deferrals in excess
of ERISA limits to AMCOL's Savings Plan were credited to AMCOL's Deferred Compensation Plan.
</FN>
</TABLE>
<PAGE>
Option Grants in Last Fiscal Year
Shown below is information on grants of incentive stock options during the
fiscal year ended December 31, 1999, to the named officers, which are reflected
in the Summary Compensation Table on Page 10.
<TABLE>
<CAPTION>
Grant
Date
Name Individual Grants in 1999 Value
Number of
Securities % of Total Grant
Underlying Options Date
Options Granted to Exercise Expiration Present
Granted (1) Employees (2) Price (3) Date Value (4)
<S> <C> <C> <C> <C> <C>
John Hughes 25,000 8.68% $9.00 02/03/09 $87,494
Lawrence E. Washow 21,250 7.38 9.00 02/03/09 74,370
Paul G. Shelton 17,000 5.90 9.00 02/03/09 59,496
Frank B. Wright, Jr. 11,250 3.91 9.00 02/03/09 39,372
Gary L. Castagna 11,250 3.91 9.00 02/03/09 39,372
<FN>
(1) These Incentive Stock Options ("ISOs") were issued pursuant to AMCOL's 1998 Long-Term Incentive Plan (the
"1998 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% of AMCOL's outstanding voting securities.
(2) Based on 288,000 options granted to all employees.
(3) Fair market value on the date of grant.
(4) 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
$9.00, equal to the fair market value of the underlying stock on the date of grant; an option term of 6
years; interest rate of 4.87% 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 44.90% and dividends at
the rate of $0.24 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 AMCOL'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 AMCOL's
common stock over the exercise price on the date the option is exercised.
</FN>
</TABLE>
<PAGE>
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 AMCOL's option plans during fiscal 1999 and (ii)
unexercised options granted in fiscal 1999 and prior years under AMCOL's option
plans to the named officers and held by them at December 31, 1999.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options at
Name Acquired Value Options at 12/31/99 12/31/99
on Realized Exercisable/ Exercisable/
Exercise Unexercisable Unexercisable (1)
<S> <C> <C> <C> <C>
John Hughes 33,750 $179,759 164,463 / 78,425 $1,305,643 / $407,027
Lawrence E. Washow 20,000 182,333 105,003 / 53,469 785,263 / 281,791
Paul G. Shelton 17,300 134,489 84,606 / 43,318 766,669 / 232,464
Frank B. Wright, Jr. - - 9,135 / 31,278 53,237 / 161,580
Gary L. Castagna - - 50,040 / 29,186 259,340 / 152,664
<FN>
(1) Based on the closing sale price as quoted on The New York Stock Exchange on that date.
</FN>
</TABLE>
Pension Plans
<TABLE>
<CAPTION>
Remuneration Estimated Annual Retirement Benefits Based on Years of Service
15 Years 20 Years 25 Years 30 Years 35 Years 40 Years
<S> <C> <C> <C> <C> <C> <C> <C>
$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
550,000 123,750 165,000 206,250 247,500 288,750 309,375
</TABLE>
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 AMCOL's
retirement plans, which cover substantially all of its domestic employees on a
non-contributory basis. The estimated benefits as disclosed on page 13 assume
(i) that the plans will be continued and (ii) that the employee will elect to
receive his pension at normal retirement age. The table above and the estimates
on page 13 do 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.
<PAGE>
<TABLE>
<CAPTION>
Name Years of Average Pension
Service Compensation Benefit
<S> <C> <C> <C>
John Hughes 35 $604,658 $296,330
Lawrence E. Washow 21 375,426 112,142
Paul G. Shelton 18 303,929 85,007
Frank B. Wright, Jr. 4 200,324 -
Gary L. Castagna 10 233,207 30,044
</TABLE>
The above table indicates the average earnings for the highest five
consecutive calendar years and the number of years of credited service under the
pension plans as of December 31, 1999, for each of the named officers. Covered
compensation includes a participant's base salary, commissions, bonuses and
salary reductions under AMCOL's Savings Plan and Deferred Compensation Plan. Mr.
Wright has only been employed by AMCOL for four years, and does not have a
vested pension benefit. The average compensation for Mr. Wright represents the
average paid during his employment with AMCOL.
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, AMCOL has a supplemental plan that authorizes the payment out of general
funds of AMCOL any benefits calculated under provisions of AMCOL's pension plan
that may be above the limits under these sections. The accrued, unfunded
liability of the supplemental plan at September 30, 1999, was $1,023,775.
Change In Control Arrangements
Each of the named officers has an agreement with AMCOL which provides that,
upon a change in control of AMCOL, each of them is to be employed by AMCOL for a
period of time after the change in control (three years in the case of Messrs.
Hughes, Washow and Shelton and two years for Messrs. Wright and Castagna),
unless there is just cause for his termination. A change in control is defined
as a change in legal or beneficial ownership of 51% of AMCOL's common stock
within a six-month period, or the sale of 90% or more of AMCOL's assets.
If termination occurs within the specified period for other than just
cause, through either actual termination or constructive termination, the named
officer will receive compensation equal to his current annual salary plus an
average of his incentive bonus payments for prior periods, less any compensation
received from the date of the change in control. These payments may not exceed
an amount equal to two times, in the case of Messrs. Wright and Castagna, and
three times, in the case of Messrs. Hughes, Washow and Shelton, the respective
named officer's average annual compensation during the prior five calendar
years. Each named officer will also receive continued medical, health and
disability benefits for one year after termination.
<PAGE>
The table below indicates the maximum amount that would have been paid had
a change of control occurred and the named executives were terminated without
cause prior to December 31, 1999.
<TABLE>
<CAPTION>
Name Date of Agreement Payment
<S> <C> <C>
John Hughes April 1, 1997 $2,223,292
Lawrence E. Washow February 16, 1998 1,596,449
Paul G. Shelton April 1, 1997 1,193,754
Frank B. Wright, Jr. December 1, 1999 597,340
Gary L. Castagna February 17, 1998 612,833
</TABLE>
These agreements do not require the named officers to seek other
employment, but any payments or benefits will 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, Washow and Shelton and two years in the case of
Messrs. Wright and Castagna) from the date of termination of employment with or
without cause, before or after a change in control, each of the named officers
is prohibited from engaging in any business that competes with AMCOL and from
soliciting any employee of AMCOL.
Board Committee Membership Roster and Meetings
<TABLE>
<CAPTION>
Name Audit Compensation Executive Nominating Succession
Planning
<S> <C> <C> <C> <C> <C>
Arthur Brown X* X
Robert E. Driscoll III X X
John Hughes X
James A. McClung X X
Jay D. Proops X* X X X
C. Eugene Ray X X X* X* X
Clarence O. Redman X X
Paul G. Shelton X
Dale E. Stahl X X X X*
Lawrence E. Washow X
Audrey L. Weaver X
Paul C. Weaver X X X
Number of Meetings in 1999 4 7 2 0 1
<FN>
* Chairperson.
</FN>
</TABLE>
The Board of Directors held nine meetings during the 1999 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. The
mandatory retirement age for directors is 70.
<PAGE>
The Audit Committee, comprised of independent, non-employee directors, is
responsible for reviewing the proposed audit program for each fiscal year, the
results of the audits and the adequacy of AMCOL's systems of internal accounting
control with AMCOL'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.
The Compensation Committee, comprised of non-employee directors, is
responsible for annually reviewing the salaries and bonuses of all executive
officers, and oversees AMCOL's compensation, incentive and employee benefit
programs. This Committee is also responsible for the selection of those
officers, directors and key employees who are eligible to receive stock options,
determines the number of options to be awarded and the period during which
options may be exercised under AMCOL's various option plans. Clarence O. Redman
is a member of AMCOL's Compensation Committee and, as such, determined the
compensation awarded to each of the Named Officers. Mr. Redman is of counsel to
Lord, Bissell & Brook, the principal law firm engaged by AMCOL.
The Nominating 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. The Nominating
Committee will not consider nominees recommended by shareholders of AMCOL.
Director Compensation
<TABLE>
<CAPTION>
Type of Compensation Cash Stock Options
<S> <C> <C>
Annual Retainer $14,700 2,000 shares
Board Meeting Attendance Fee $1,470
Annual Retainer for Committee Chairman $1,969
Committee Meeting Attendance Fee $525
</TABLE>
Directors who are also full-time employees of AMCOL are not paid for their
services as directors or for attendance at meetings.
Pursuant to the 1998 Long-Term Incentive Plan, each of the non-employee
directors was granted 2,000 options at $13.00 per share in 1999.
Compensation Committee Report on Executive Compensation
AMCOL's mission is to supply high-quality performance products and
innovative technologies for absorbent polymers, minerals and environmental
markets worldwide. To accomplish this objective, AMCOL has developed
comprehensive compensation strategies that emphasize maximizing shareholder
value and growth in sales and earnings. The compensation program has been
designed to reinforce and support AMCOL's business goals and to help the
organization both attract and retain high quality executive talent.
<PAGE>
The Compensation Committee of the Board of Directors is comprised of seven
non-employee directors whose objectives are to approve the design, assess the
effectiveness of and administer compensation programs in support of the
compensation policies. The Compensation Committee also evaluates executive
performance and reviews and approves all salary arrangements and other
remuneration for the officer group.
Compensation Committee Philosophy
The Compensation Committee is committed to implementing and administering a
compensation program that supports and underscores AMCOL's mission and values.
The policies underlying the Compensation Committee's compensation decisions are
enumerated more fully below:
Compensation opportunities should strengthen AMCOL's ability to attract,
retain, and encourage the growth and development of the highest caliber
executive talent upon whose efforts the success of AMCOL 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 shareholder
interests.
The committee considers stock ownership by management to be an important
means of linking management's interests with those of shareholders.
Effective February 1999, AMCOL adopted stock ownership guidelines for its
corporate and subsidiary officers. The amount of stock required to be owned
increases with the level of responsibility of each executive, with the
Chief Executive Officer expected to own stock with a value of at least
equal to four times base salary. Shares that the executives have the right
to acquire through the exercise of stock options are not included in the
calculation of stock ownership for purposes of these guidelines. Executives
are expected to reach their respective stock ownership goals over a
three-year period.
Each compensation component targets pay opportunities at the median of
compensation paid to executives included in AMCOL's comparative
compensation peer group. AMCOL's comparative compensation group is not the
same as the companies 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.
<PAGE>
Components of Compensation
AMCOL'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 AMCOL'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.
Base Pay
Base salaries are set at median levels (50th percentile) relative to
competitive market 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 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 AMCOL.
As reflected in the Summary Compensation Table on Page 10, the Chief
Executive Officer's base salary was increased in 1999 by $25,000 (5.6%). In
arriving at Mr. Hughes' base salary, the Compensation Committee considered his
individual performance and his long-term contributions to the financial success
of AMCOL. 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, or the incentive plan,
underscores AMCOL's pay-for-performance philosophy by rewarding executives for
meaningful contributions toward predetermined financial performance goals. The
annual incentive opportunity for the Chief Executive Officer, Chief Operating
Officer and Chief Financial Officer is based upon performance of AMCOL, as a
whole, compared to targets for return on capital and earnings per share. These
executives do not receive bonuses until AMCOL achieves a designated level of
return on capital and earnings per share. In the case of the other executives,
their bonus is determined pursuant to formulas tailored for each business
segment with an emphasis on the return on capital and earnings of the particular
business segment to which the executive devotes the majority of his time. The
Chief Executive Officer was paid a bonus of $712,500 for the 1999 financial
performance of AMCOL.
In connection with the proposed sale of AMCOL's SAP business, the
Compensation Committee has granted bonuses to certain of AMCOL's employees in
recognition of their contribution to the development and success of the SAP
business. These bonuses are contingent upon the closing of the sale of the SAP
business. John Hughes, the Chief Executive Officer was granted a bonus of
$950,000. In addition, the following executive officers were also granted a
bonus in connection with the proposed sale of the SAP business: Lawrence E.
Washow, President and Chief Operating Officer, Paul G. Shelton, Senior
Vice-President and Chief Financial Officer, and
<PAGE>
Gary L. Castagna, Vice President of AMCOL and President of Chemdal International
Corporation. In addition, seven key employees of the SAP business were granted
bonuses. In order to be eligible to receive these bonuses, the relevant
employees may not terminate their employment with AMCOL prior to the closing of
the sale of the SAP business.
Long-Term Incentives
Long-term incentives are provided annually in the form of incentive stock
options (ISOs). Options under AMCOL's 1998 Long-Term Incentive Plan are granted
by the Compensation 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 AMCOL.
The option program serves to focus executives on long-term shareholder
value creation and foster an ownership mentality among the executive management
team. In keeping with AMCOL'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 10 to 15 percent of the value of total
compensation is comprised of equity incentives.
When determining award sizes, the Compensation Committee considers the
executive's responsibility level, prior experience, historical award data and
ability to positively impact long-term shareholder value. The Compensation
Committee also strives to deliver market competitive long-term incentive award
opportunities to executives based on the dollar value of the award delivered.
In 1999, the Chief Executive Officer received options to purchase 25,000
shares with an exercise price of $9.00, as provided in the Option Grant Table on
Page 11. The Compensation Committee believes the equity incentive program
provides a strong link between management behavior and shareholder interests.
Compensation Committee
Jay D. Proops, Chairman
Arthur Brown
Robert E. Driscoll, III
C. Eugene Ray
Clarence O. Redman
Dale E. Stahl
Audrey L. Weaver
<PAGE>
Stock Performance Graph
The following graph sets forth a five-year comparison of cumulative total
returns for: (i) AMCOL (which trades on The New York Stock Exchange); (ii) S&P
SmallCap 600 Index; and (iii) a custom peer group of publicly traded companies,
or the peer group.
Using the assistance of consultants, AMCOL selected the peer group which
consists of companies whose businesses, sales sizes, market capitalization and
stock trading volumes were similar to that of AMCOL.
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: Calgon Carbon
Corporation, ChemFirst, Inc., Lilly Industries Inc., McWhorter Technologies,
Inc., Mississippi Chemical Corporation, Oil-Dri Corporation of America and Zemex
Corporation.
Comparison of Five-Year Cumulative Total Return*
AMCOL, S&P SmallCap 600 and Self-Determined Peer Group
[OBJECT OMITTED]
Dec-95 Dec-96 Dec-97 Dec-98 Dec-99
AMCOL International 102.6 115.7 177.7 112.7 187.76
S&P SmallCap 129.9 157.6 197.8 195.2 219.16
Self-Determined 116.1 133.5 135.2 109.6 86.1
Peer Group
Assumes $100 invested on December 31, 1994, in AMCOL International Corporation
Common Stock, S&P SmallCap 600 and Self-Determined Peer Group.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
A representative of KPMG LLP, AMCOL's independent certified public
accountants, will be present at the annual meeting, will be afforded the
opportunity to make a statement, and will be available to respond to appropriate
questions.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Clarence O. Redman is of counsel to Lord, Bissell & Brook, the principal
law firm engaged by AMCOL.
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, AMCOL's directors, its executive
officers and any persons holding more than 10% of AMCOL's common stock are
required to report their initial ownership of AMCOL'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 AMCOL is required
to disclose in this proxy statement that Audrey Weaver, a director, filed a late
report covering a transaction involving the receipt of a gift to Audrey and her
husband for a total of 2,200 shares. In making these disclosures, AMCOL has
relied solely on written representations of its directors and executive officers
and copies of the reports that they have filed with the Commission.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be included in AMCOL's proxy statement
and form of proxy relating to, and to be presented at, the annual meeting of
shareholders of AMCOL to be held in 2001, must be received by AMCOL on or before
December 12, 2000.
If a shareholder intends to present a proposal at the 2001 annual meeting
of shareholders but does not seek inclusion of that proposal in AMCOL's proxy
statement for that meeting, such shareholder must deliver written notice of the
proposal to AMCOL in accordance with the requirements of AMCOL's By-Laws.
Generally, such proposals must be delivered to AMCOL between February 10, 2001
and March 12, 2001. All proposals or notices should be directed to the Secretary
of AMCOL at One North Arlington, 1500 West Shure Drive, Suite 500, Arlington
Heights, Illinois, 60004-7803. OTHER MATTERS
In addition to the business described above, there will be remarks by the
Chairman and Chief Executive Officer and a general discussion period during
which shareholders will have an opportunity to ask questions about AMCOL.
As of the date of this proxy statement, AMCOL's management knows of no
matter not specifically referred to above as to which any action is expected to
be taken at the annual meeting. It is intended, however, that the persons named
as proxies will vote the proxies, insofar as they are not otherwise instructed,
regarding such other matters and the transaction of such other business as may
be properly brought before the meeting, as seems to them to be in the best
interest of AMCOL and its shareholders.
By Order of the Board of Directors,
/s/ Clarence O. Redman
Clarence O. Redman
Secretary
Arlington Heights, Illinois
April 11, 2000
<PAGE>
AMCOL INTERNATIONAL CORPORATION
Annual Meeting of Shareholders to be held on May 11, 2000
As a shareholder of AMCOL International Corporation (the "Company"), I
acknowledge receipt of Notice of Annual Meeting and accompanying Proxy Statement
and appoint John Hughes, Lawrence E. Washow and Paul C. Weaver, or any one of
them, to vote all shares of stock of AMCOL International Corporation that I am
entitled to vote, at the annual meeting of shareholders to be held on Thursday,
May 11, 2000, at 11:00 a.m., Central Daylight Savings Time, and at any
adjournment thereof. at Wyndham Hotel, 400 Park Boulevard, Itasca, Illinois,
60143
<PAGE>
1. The election of Robert E. Driscoll, III, C. Eugene Ray and Dale E. Stahl as
directors.
FOR ALL NOMINEES EXCEPT WITHHOLD AUTHORITY TO
NOMINEES WRITTEN BY THE VOTE FOR ALL NOMINEES
UNDERSIGNED BELOW
________________________________________________________________________
2. To ratify the appointment of KPMG LLP as independent auditors for 2000.
FOR AGAINST ABSTAIN
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 NOMINEES FOR
DIRECTOR NAMED IN ITEM A AND FOR ITEM 2. IF OTHER BUSINESS IS PRESENTED AT THE
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 promptly in the enclosed
self-addressed, postage-paid (if mailed in the United States) envelope.
Dated ________________, 2000
_________________________________________
SIGNATURE OF SHAREHOLDER
_________________________________________
SIGNATURE OF SHAREHOLDER
When signing the proxy, please date it and take care to have
the signature agree to the shareholder'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>
CONTROL NUMBER
VOTE BY TELEPHONE
Call Toll Free On a Touch Tone Telephone
1-888-297-9637
There is NO CHARGE to you for this call.
The Board of Directors encourages you to use this inexpensive, time saving
method to vote.
Your telephone vote authorizes the named proxies to vote your shares in the same
manner as if you marked, signed and returned your proxy card.
You will be asked to enter a Control Number, which is located in the box on the
left side of this form.
Option 1: To vote as the Board of Directors recommends on ALL proposals,
press 1.
WHEN ASKED, PLEASE CONFIRM YOUR VOTE BY PRESSING 1-THANK YOU FOR
VOTING.
Option 2: If you choose to vote on each proposal separately, press 0. You will
hear these instructions:
Proposal 1: To vote FOR ALL nominees, press1; To WITHHOLD FOR ALL
nominees, press 9; and To WITHHOLD FOR AN INDIVIDUAL
nominee, press 0 and listen to the instructions.
Proposal 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN,
press 0
WHEN ASKED, PLEASE CONFIRM YOUR VOTE BY PRESSING 1-THANK YOU FOR
VOTING.
If you vote by telephone, DO NOT mail back your proxy.
