-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GLa+01xTh3ja6GAwE8bgZvmytVwgnfPpn7CjWaks92veajrAJpH8tSH6Wm+t660P LusQyqszsqckMQ9wEtpMLA== 0000813621-98-000011.txt : 19980721 0000813621-98-000011.hdr.sgml : 19980721 ACCESSION NUMBER: 0000813621-98-000011 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980720 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMCOL INTERNATIONAL CORP CENTRAL INDEX KEY: 0000813621 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 360724340 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-15661 FILM NUMBER: 98668672 BUSINESS ADDRESS: STREET 1: 1500 W SHURE DR SUITE 500 STREET 2: ONE NORTH ARLINGTON CITY: ARLINGTON HEIGHTS STATE: IL ZIP: 60004-7803 BUSINESS PHONE: 7083924600 MAIL ADDRESS: STREET 1: ONE N ARLINGTON STREET 2: 1500 W SHURE DR SUITE 500 CITY: ARLINGTON HEIGHTS STATE: IL ZIP: 60004-7803 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN COLLOID CO DATE OF NAME CHANGE: 19920703 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) (x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1998 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) Delaware 36-0724340 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
1500 West Shure Drive, Suite 500, Arlington Heights, Illinois 60004-7803 (Address of principal executive offices) (Zip Code) (847) 394-8730 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at July 17, 1998 (Common stock, $.01 par value) 27,911,455 AMCOL INTERNATIONAL CORPORATION INDEX Part I - Financial Information Item 1 Financial Statements Condensed Consolidated Balance Sheet - June 30, 1998 and December 31, 1997 1 Condensed Consolidated Statement of Operations - six months and three months ended June 30, 1998 and 1997 2 Condensed Consolidated Statement of Cash Flows - six months ended June 30, 1998 and 1997 3 Notes to Condensed Consolidated Financial Statements 4 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 6 Part II - Other Information Item 4 Submission of Matters to a Vote of Security Holders 12 Item 6 Exhibits and Reports on Form 8-K 12 Part I, Item I - FINANCIAL INFORMATION AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) (In thousands) ASSETS
June 30, December 31, 1998 1997 --------------------- ------------------- Current assets: * Cash and cash equivalents $ 7,158 $ 3,077 Accounts receivable, net 97,453 89,611 Inventories 52,180 49,389 Prepaid expenses 4,972 5,109 Current deferred tax asset 3,070 3,084 Total current assets 164,833 150,270 Investment in and advances to joint ventures 4,537 3,035 Property, plant, equipment and mineral reserves 314,714 318,475 Less accumulated depreciation 148,450 143,151 166,264 175,324 Intangible assets, net 17,100 18,101 Other long-term assets, net 1,125 4,279 $ 353,859 $ 351,009 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable and current maturities of debt $ 18,757 $ 15,024 Accounts payable 24,201 24,902 Accrued liabilities 32,951 27,315 Total current liabilities 75,909 67,241 Long-term debt 91,267 94,425 Deferred credits and other liabilities 13,355 13,400 Stockholders' equity: Common stock 320 320 Additional paid-in capital 75,971 75,939 Foreign currency translation adjustment (1,503) (1,749) Retained earnings 117,681 111,588 Treasury stock (19,141) (10,155) 173,328 175,943 $ 353,859 $ 351,009
*Condensed from audited financial statements. The accompanying notes are an integral part of these condensed financial statements. AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) (In thousands, except number of shares and per share data)
Six Months Ended Three Months Ended June 30, June 30, ---------------------------------- ----------------------------------- 1998 1997 1998 1997 --------------- --------------- --------------- --------------- Net sales $ 247,192 $ 221,408 $ 125,635 $ 113,490 Cost of sales 196,572 175,894 98,550 89,787 Gross profit 50,620 45,514 27,085 23,703 General, selling and administrative expenses 31,784 28,744 16,094 14,237 Operating profit 18,836 16,770 10,991 9,466 Other income (expense): Interest expense, net (4,001) (4,360) (1,890) (2,198) Other income, net (435) (580) (104) (475) (4,436) (4,940) (1,994) (2,673) Income before income taxes 14,400 11,830 8,997 6,793 Income taxes 5,184 4,375 3,239 2,511 Net income $ 9,216 $ 7,455 5,758 4,282 Weighted average common shares 28,353,185 28,512,471 28,216,067 28,486,898 Weighted average common and common equivalent shares 28,940,594 29,148,293 28,766,742 29,111,892 Earnings per share Basic $ .33 $ .26 $ .20 $ .15 Diluted $ .32 $ .26 $ .20 $ .15 Dividends declared per share $ .11 $ .10 $ .055 $ .053
The accompanying notes are an integral part of these condensed financial statements. AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) (In thousands)
Six Months Ended June 30, ---------------------------------------------- 1998 1997 -------------------- -------------------- Cash flow from operating activities: Net income $ 9,216 $ 7,455 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization 16,220 15,347 Other 1,171 (406) (Increase)/decrease in current assets (11,656) 707 Increase/(decrease) in current liabilities 4,935 761 Net cash provided by operations 19,886 23,864 Cash flow from investing activities: Acquisition of land, mineral reserves, depreciable and intangible assets (15,336) (13,509) Sale of product line and mineral reserves 13,176 - Other (2,143) (406) Net cash used in investing activities (4,303) (13,915) Cash flow from financing activities: Net change in outstanding debt 575 (4,626) Dividends paid (3,123) (2,848) Treasury stock transactions (8,954) (1,352) Net cash provided (used) by financing activities (11,502) (8,826) Net increase (decrease) in cash and cash equivalents 4,081 1,123 Cash and cash equivalents at beginning of period 3,077 3,054 Cash and cash equivalents at end of period $ 7,158 $ 4,177 Supplemental Disclosure of Cash Flows Information Actual cash paid for: Interest $ 4,110 $ 4,327 Income taxes $ 1,793 $ 3,272
The accompanying notes are an integral part of these condensed financial statements. 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, 1997, 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, 1997, has been derived from and does not include all the disclosures contained in the audited consolidated financial statements for the year ended December 31, 1997. The information furnished herein includes all adjustments which are, in the opinion of management, necessary for a fair statement of the financial position and operating results of the interim periods, 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 1997 Form 10-K which accompanies the 1997 Corporate Report. The results of operations for the six-month period ended June 30, 1998, are not necessarily indicative of the results to be expected for the full year. Note 2: INVENTORIES Inventories at June 30, 1998 have been valued using the same methods as at December 31, 1997. The composition of inventories at June 30, 1998 and December 31, 1997, was as follows:
June 30, 1998 December 31, 1997 ----------------------- ------------------------- Crude stockpile and in-process inventories $ 37,389 $ 34,675 Other raw material, container and supplies inventories 14,791 14,714 $ 52,180 $ 49,389
Note 3: EARNINGS PER SHARE Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding. Diluted earnings per share is computed by dividing the net income by the weighted average common shares outstanding after consideration of the dilutive effect of stock options outstanding at the end of each period. The 1997 number of shares and earnings per share have been restated to reflect the three-for-two stock split in December 1997 and the adoption of SFAS No. 128. AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (In thousands) 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 committed exposures. As of June 30, 1998, derivatives outstanding were related to foreign currency hedging and an interest rate swap with a notional amount on $15 million of the outstanding revolving credit. Note 5: COMPREHENSIVE INCOME During 1998, the Company adopted Statement of Financial Accounting Standards ('SFAS") No. 130, "Reporting Comprehensive Income". SFAS No. 130 establishes standards for the reporting and display of comprehensive income and its components (revenues, expenses, gains and losses) in a full set of general purpose financial statements, and requires a total for comprehensive income to be provided in condensed financial statements of interim periods. Comprehensive income includes all changes in stockholders' equity during the period except those relating from investments by owners and distributions to owners. Comprehensive income for the three- and six-month periods ended June 30, 1998 and 1997, consisted of the following:
Six Months Ended Three Months Ended June 30, June 30, 1998 1997 1998 1997 Net income $ 9,216 $ 7,455 $ 5,758 $ 4,282 Other comprehensive income Foreign currency translation adjustment 246 (1,949) (301) 684 Comprehensive income $ 9,462 $ 5,506 $ 5,457 $ 4,966
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 the Company's financial position and operating results during the periods included in the accompanying condensed consolidated financial statements. Six Months Ended June 30, 1998 vs. 1997 Net sales increased by $25.8 million, or 11.6%, while gross profit increased by $5.1 million, or 11.2%, and operating profit increased by $2.1 million, or 12.3%. Higher utilization of polymer plant capacity and better results from the minerals segment accounted for most of the improvement in sales and profits. Net interest expense decreased by $.4 million, or 8.2%, as a result of lower average debt levels. Net income increased $1.8 million, or 23.6%, over the prior-year period. Earnings were $.32 per diluted share for the 1998 period, compared with $.26 per diluted share for the prior-year period on slightly fewer weighted average shares outstanding. A brief discussion by business segment follows:
Six Months Ended June 30, ------------------------------------------------------------------------------------- 1998 1997 1998 vs. 1997 ------------------------- ---------------------- --------------------------- Absorbent Polymers (Dollars in Thousands) $ Change % Change Net sales $ 106,703 100.0% $ 90,202 100.0% $ 16,501 18.3% Cost of sales 85,448 80.1% 71,779 79.6% Gross profit 21,255 19.9% 18,423 20.4% 2,832 15.4% General, selling and administrative expenses 6,161 5.8% 5,620 6.2% 541 9.6% Operating profit 15,094 14.1% 12,803 14.2% 2,291 17.9%
Revenues increased by $16.5 million, or 18.3%, over the prior year. Approximately 52% of the revenue growth was acquisition related. Gross profit margins decreased by 50 basis points from the prior year, primarily as a result of the lower margin associated with the acquired business.
Six Months Ended June 30, ------------------------------------------------------------------------------------- 1998 1997 1998 vs. 1997 ------------------------- ---------------------- --------------------------- Minerals (Dollars in Thousands) $ Change % Change Net sales $ 83,883 100.0% $ 77,821 100.0% $ 6,062 7.8% Cost of sales 69,640 83.0% 65,316 83.9% Gross profit 14,243 17.0% 12,505 16.1% 1,738 13.9% General, selling and administrative expenses 8,502 10.1% 7,796 10.0% 706 9.1% Operating profit 5,741 6.9% 4,709 6.1% 1,032 21.9%
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Sales increased by $6.1 million, or 7.8%, from the prior-year period. Much of the sales growth came from an acquired cat litter business in the United Kingdom, which has yet to be profitable. Sales to the metalcasting industry continue to show improvement over the prior year as well. Gross profit margins improved by 90 basis points, despite the current U.K. cat litter production difficulties. A more profitable domestic product mix accounted for the improvement. General, selling and administrative expenses in the international markets have increased, offsetting cost reductions made domestically. On April 20, the Company sold its Mounds, IL, plant and mineral reserves, as well as its other fuller's earth reserves in Paris, TN, and Rock Springs, NV. The divestiture is expected to result in a loss of sales of approximately $15 million per year with little adverse impact on the gross profit. The Company will no longer sell fuller's earth minerals domestically as agricultural carriers, oil and grease absorbents or traditional cat litter, other than to the specialty pet and farm and fleet markets.
Six Months Ended June 30, ------------------------------------------------------------------------------------- 1998 1997 1998 vs. 1997 ------------------------- ---------------------- --------------------------- Environmental (Dollars in Thousands) $ Change % Change Net sales $ 42,241 100.0% $ 39,343 100.0% $ 2,898 7.4% Cost of sales 28,845 68.3% 26,538 67.5% Gross profit 13,396 31.7% 12,805 32.5% 591 4.6% General, selling and administrative expenses 10,520 24.9% 8,874 22.6% 1,646 18.5% Operating profit 2,876 6.8% 3,931 9.9% (1,055) (26.8%)
Sales increased by $2.9 million, or 7.4%, with approximately 60% of the increase coming from acquisitions. Gross profit margins declined by 80 basis points, primarily as a result of lower margins on overseas sales due to the stronger U.S. and U.K. currencies. General, selling and administrative expenses increased by $1.6 million, or 18.5%, reflecting higher international marketing costs and expanded international infrastructure.
Six Months Ended June 30, ------------------------------------------------------------------------------------- 1998 1997 1998 vs. 1997 ------------------------- ---------------------- --------------------------- Transportation (Dollars in Thousands) $ Change % Change Net sales $ 14,366 100.0% $ 14,042 100.0% $ 324 2.3% Cost of sales 12,640 88.0% 12,261 87.3% Gross profit 1,726 12.0% 1,781 12.7% (55) (3.1%) General, selling and administrative expenses 1,000 7.0% 1,015 7.2% (15) (1.5%) Operating profit 726 5.0% 766 5.5% (40) (5.2%)
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Revenues increased $.3 million, or 2.3%. The 1997 period benefited from a temporary shift from rail shipments to truck shipments. Gross profit margins declined by 70 basis points as a result of lower aggregate brokerage volume and margins.
Six Months Ended June 30, ------------------------------------------------------------------------------------- 1998 1997 1998 vs. 1997 ------------------------- ---------------------- --------------------------- Corporate (Dollars in Thousands) $ Change % Change General, selling and administrative expenses $ 5,601 $ 5,439 $ 162 3.0% Operating loss (5,601) (5,439) (162) 3.0%
Corporate costs include management information systems, human resources, investor relations and corporate communications, corporate finance, and corporate governance costs. The $.2 million increase in costs is primarily attributable to the development and launch of the Company's nanocomposite technology. Three Months Ended June 30, 1998 vs. 1997 Net sales increased by $12.1 million, or 10.7%, while gross profit increased by $3.4 million, or 14.3%, and operating profit increased by $1.5 million, or 16.1%. Net interest expense decreased by $.3 million, or 14.0%. Net income increased by $1.5 million, or 34.4%, over the prior-year quarter. Earnings were $.20 per diluted share for 1998 quarter compared with $.15 per diluted share for the prior-year quarter on 1.2% fewer weighted average shares outstanding. A brief discussion by business segment follows:
Quarter Ended June 30, ------------------------------------------------------------------------------------- 1998 1997 1998 vs. 1997 ------------------------- ---------------------- --------------------------- Absorbent Polymers (Dollars in Thousands) $ Change % Change Net sales $ 52,047 100.0% $ 45,041 100.0% $ 7,006 15.6% Cost of sales 41,416 79.6% 36,211 80.4% Gross profit 10,631 20.4% 8,830 19.6% 1,801 20.4% General, selling and administrative expenses 3,071 5.9% 2,605 5.8% 466 17.9% Operating profit 7,560 14.5% 6,225 13.8% 1,335 21.4%
Revenues increased by $7.0 million, or 15.6%, over the prior year. Approximately 65% of the revenue increase was acquisition related. Volume growth is anticipated to resume, though the pace of growth is likely to slow from that of the previous year. Gross profit margins improved by 80 basis points over the prior year, primarily as a result of lower raw material costs and improved capacity utilization. AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Quarter Ended June 30, ------------------------------------------------------------------------------------- 1998 1997 1998 vs. 1997 ------------------------- ---------------------- --------------------------- Minerals (Dollars in Thousands) $ Change % Change Net sales $ 39,495 100.0% $ 38,563 100.0% $ 932 2.4% Cost of sales 32,571 82.5% 32,163 83.4% Gross profit 6,924 17.5% 6,400 16.6% 524 8.2% General, selling and administrative expenses 4,169 10.6% 3,921 10.2% 248 6.3% Operating profit 2,755 6.9% 2,479 6.4% 276 11.1%
Sales increased by $.9 million, or 2.4%, over the prior-year period, primarily as a result of the additional sales from the acquired U.K. cat litter business. Gross profit margins improved by 90 basis points, despite production losses from the U.K. cat litter business. General, selling and administrative expenses in 1998 increased by 6.3% as a result of higher spending in overseas markets, offsetting cost reductions in the United States.
Quarter Ended June 30, ------------------------------------------------------------------------------------- 1998 1997 1998 vs. 1997 ------------------------- ---------------------- --------------------------- Environmental (Dollars in Thousands) $ Change % Change Net sales $ 26,546 100.0% $ 22,778 100.0% $ 3,768 16.5% Cost of sales 17,911 67.5% 15,211 66.8% Gross profit 8,635 32.5% 7,567 33.2% 1,068 14.1% General, selling and administrative expenses 5,813 21.9% 4,565 20.0% 1,248 27.3% Operating profit 2,822 10.6% 3,002 13.2% (180) (6.0%)
Sales increased by $3.8 million, or 16.5%. Approximately 46% of the sales increase came from acquisitions. Gross profit margins declined by 70 basis points primarily as a result of the strong U.S. dollar and British pound. General, selling and administrative expenses increased by $1.2 million, reflecting higher international marketing costs and increased infrastructure costs associated with building a stronger international presence. AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Quarter Ended June 30, ------------------------------------------------------------------------------------- 1998 1997 1998 vs. 1997 ------------------------- ---------------------- --------------------------- Transportation (Dollars in Thousands) $ Change % Change Net sales $ 7,548 100.0% $ 7,108 100.0% $ 440 6.2% Cost of sales 6,653 88.1% 6,202 87.3% Gross profit 895 11.9% 906 12.7% (11) (1.2%) General, selling and administrative expenses 515 6.8% 511 7.2% 4 0.8% Operating profit 380 5.1% 395 5.5% (15) (3.8%)
Revenues increased 6.2%, primarily as a result of increased business unrelated to the Company's other business activities. Lower gross margins reflected increased competition in the brokerage business.
Quarter Ended June 30, ------------------------------------------------------------------------------------- 1998 1997 1998 vs. 1997 ------------------------- ---------------------- --------------------------- Corporate (Dollars in Thousands) $ Change % Change General, selling and administrative expenses $ 2,526 $ 2,635 $ (109) (4.1)% Operating income (loss) (2,526) (2,635) 109 4.1%
Lower costs associated with the development and launch of the nanocomposite business accounted for approximately half of the reduction in corporate expenses. AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Liquidity and Capital Resources At June 30, 1998, the Company had outstanding debt of $110.0 million (including both long- and short-term debt) and cash of $7.2 million compared with $109.4 million in debt and $3.1 million in cash at December 31, 1997. The long-term debt represented 34.5% of total capitalization at June 30, 1998, compared with 34.9% at December 31, 1997. The Company had a current ratio of 2.17-to-1 at June 30, 1998, with approximately $88.9 million in working capital compared with 2.23-to-1 and $83.0 million, respectively, at December 31, 1997. During 1998, the Company paid dividends of $3.1 million and acquired property, plant and equipment and intangible assets totaling $15.3 million. These expenditures, plus $9.0 million in net treasury share transactions, were funded from operations and from the $13.1 million sale proceeds of the fuller's earth business assets. The Company had $40.2 million in unused, committed credit lines at June 30, 1998. 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. PART II - OTHER INFORMATION Item 4: Submission of Matters to a Vote of Security Holders (a) The Annual Stockholders Meeting of the Company was held on May 12, 1998. (b) At the Annual Stockholders Meeting, the Stockholders voted on the following uncontested matters. Each nominee for director was elected by a vote of the Stockholders; and each matter was approved by a vote of the Stockholders as follows: 1. Election of the below-named Nominees of the Board of Directors of AMCOL International Corporation:
For Against ------------------------- ----------------------- Arthur Brown 23,663,291 235,480 John Hughes 23,650,041 248,730 Jay D. Proops 23,655,674 243,097 Lawrence E. Washow 23,636,537 262,234 Paul C. Weaver 23,660,727 238,044
2. Amendment of the Company's Restated Certificate of Incorporation to increase the number of shares of common stock of the Company.
For Against Abstain ----------------------- ----------------------- ----------------------- 22,633,794 873,302 394,675
3. Approval of the Company's 1998 Long-Term Incentive Plan.
For Against Abstain ----------------------- ----------------------- ----------------------- 16,821,207 4,720,889 458,529
4. Ratification of Appointment of KPMG Peat Marwick LLP as independent accountants for the Company for its 1998 fiscal year.
For Against Abstain ----------------------- ----------------------- ----------------------- 23,655,553 6,313 236,905
Item 6: Exhibits and Reports on Form 8-K (a) See Index to Exhibits immediately following the signature page. (b) No reports on Form 8-K have been filed during the quarter ended June 30, 1998. 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: July 20, 1998 /s/ John Hughes John Hughes President and Chief Executive Officer Date: July 20, 1998 /s/ Paul G. Shelton Paul G. Shelton Senior Vice President and Chief Financial Officer INDEX TO EXHIBITS Exhibit Number 3.1 Restated Certificate of Incorporation of the Company (5), as amended (10), as amended 3.2 Bylaws of the Company (10) 4 Article Four of the Company's Restated Certificate of Incorporation (5), as amended 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 16, 1998, by and between Registrant and Lawrence E. Washow (14) 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) 10.10AMCOL International Corporation Dividend Reinvestment and Stock Purchase Plan (4); as amended (6) 10.11AMCOL International Corporation 1993 Stock Plan, as amended and restated (10) 10.12Credit 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) 10.13Note 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) 10.14Change in Control Agreement dated August 21, 1996 by and between Registrant and Frank B. Wright, Jr. (11) 10.15Change in Control Agreement dated February 17, 1998 by and between Registrant and Gary L. Castagna (14) 10.16 AMCOL International Corporation 1998 Long-Term Incentive Plan (15) 21 Subsidiaries of the Company 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 on September 15, 1993. (6) Exhibit is incorporated by reference to the Registrant's Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 1993. (7) Exhibit is incorporated by reference to the Registrant's Form 10-Q filed with the Securities and Exchange Commission for the quarter ended September 30, 1994. (8) Exhibit is incorporated by reference to the Registrant's Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 1994. (9) Exhibit is incorporated by reference to the Registrant's Form 10-Q filed with the Securities and Exchange Commission for the quarter ended September 30, 1995. (10) Exhibit is incorporated by reference to the Registrant's Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 1995. (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. (14) 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, 1997. (15) Exhibit is incorporated by reference to the Registrant's Form S-8 (File 333-56017) filed with the Securities and Exchange Commission on June 4, 1998 Exhibit 4 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF AMCOL INTERNATIONAL CORPORATION AMCOL International Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY: FIRST: That the Board of Directors of the Corporation adopted resolutions proposing and declaring advisable the following amendment to the Restated Certificate of Incorporation of the Corporation: RESOLVED, that the first paragraph of Article FOURTH of the Company's Restated Certificate of Incorporation be amended to read as set forth below: FOURTH. The total number of shares of stock which the corporation shall have authority to issue is One Hundred Million (100,000,000), and the par value of each share is $0.01, amounting in the aggregate to One Million Dollars ($1,000,000). SECOND: That on May 12, 1998, pursuant to resolution of the Board of Directors, the annual meeting of stockholders of the Corporation was duly called and held, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said AMCOL International Corporation has caused this certificate to be signed by Clarence O. Redman, its Secretary, this 12th day of May, 1998 . AMCOL INTERNATIONAL CORPORATION By: /s/ Clarence O. Redman Secretary EX-27 2 FDS --
5 (Replace this text with the legend) 0000813621 AMCOL International Corporation 1,000 USD 3-MOS DEC-31-1998 JAN-1-1998 JUN-30-1998 1.00 7,158 0 101,174 3,721 52,180 164,833 314,714 148,450 353,859 75,909 0 0 0 320 0 353,859 247,192 247,192 1960572 228,356 435 0 4,001 14,400 5,184 9,216 0 0 0 9,216 .33 .32
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