-----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, KVI1xhlWQOKib8d4OG2kt9X7j3JgZsj8lxtSwe5JQCBMJIm/eEUbQzCScMkYcMUK 53PPjz3GxjC87LiVFfWSFQ== 0000891092-04-000995.txt : 20040227 0000891092-04-000995.hdr.sgml : 20040227 20040227112343 ACCESSION NUMBER: 0000891092-04-000995 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040225 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040227 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14447 FILM NUMBER: 04633210 BUSINESS ADDRESS: STREET 1: 1500 W SHURE DR CITY: ARLINGTON HEIGHTS STATE: IL ZIP: 60004-7803 BUSINESS PHONE: 8473948730 MAIL ADDRESS: STREET 1: 1500 W SHURE DR CITY: ARLINGTON HEIGHTS STATE: IL ZIP: 60004-7803 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN COLLOID CO DATE OF NAME CHANGE: 19920703 8-K 1 e17086_8k.txt FORM 8-K ================================================================================ UNITED STATES 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): Feb. 25, 2004 --------------- AMCOL INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-15661 36-0724340 State of Other Commission File Number I.R.S. Employer Jurisdiction of Identification Number Incorporation One North Arlington, 1500 West Shure Drive, Suite 500 Arlington Heights, IL 60004-7803 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (847) 394-8730 Not Applicable (Former name or former address, if changed since last report) ================================================================================ ITEM 7. Financial Statements and Exhibits (c) The following exhibit is furnished with this document: Number Exhibit ------ ------- 99.1 Press Release titled "AMCOL International Corp. (NYSE:ACO) Records $8.9 Million for Income from Discontinued Operations; Previously Reported 2003 Year-End Unaudited Results to be Revised" dated Feb. 25, 2004. ITEM 9. Regulation FD Disclosure The information in this item is being furnished to, but not filed with, the Securities and Exchange Commission solely under Item 12 of Form 8-K, "Results of Operations and Financial Condition," pursuant to interim procedures promulgated by the Securities and Exchange Commission in Release 33-8216 issued March 27, 2003. On Feb. 25, 2004, the registrant issued a press release to report income from discontinued operations and that previously reported 2003 year-end results were to be revised. That press release, dated Feb. 25, 2004 and titled "AMCOL International Corp. (NYSE:ACO) Records $8.9 Million for Income from Discontinued Operations; Previously Reported 2003 Year-End Unaudited Results to be Revised" is attached hereto as Exhibit 99.1. 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 Date: Feb. 27, 2004 By: /s/ Lawrence E. Washow ------------------------------------- Lawrence E. Washow President and Chief Executive Officer EX-99.1 3 e17086ex99-1.txt PRESS RELEASE Exhibit 99.1 For more information: Jennifer Melsheimer Investor Relations Manager 847/394-8730 FOR IMMEDIATE RELEASE AMCOL INTERNATIONAL CORP. (NYSE:ACO) RECORDS $8.9 MILLION FOR INCOME FROM DISCONTINUED OPERATIONS; PREVIOUSLY REPORTED 2003 YEAR-END UNAUDITED RESULTS TO BE REVISED ARLINGTON HEIGHTS, ILL., Feb. 25, 2004-- AMCOL International Corp. (NYSE:ACO) today announced that it will revise its previously reported unaudited results for the fourth quarter and year-ended December 31, 2003 to include $8.9 million of income from discontinued operations, or $0.29 per diluted share for the fourth quarter and $0.30 per diluted share for the full year. The revision to earnings is associated with a reduction of the Company's estimated income taxes payable related to its discontinued U.K. metalcasting business, which was sold in 2001. This reduction was determined upon the completion of the audits of the Company's federal income tax return for years through 2001 by the Internal Revenue Service (IRS). Those audits resulted in an actual tax liability that was lower than the estimate of taxes payable related to those periods. The IRS notified the Company, via a letter sent February 18, 2004, that the Congressional Joint Committee on Taxation had completed a review of their report in connection with its examination of the Company's federal income tax returns for the years through 2001. The Committee agreed with the conclusions in the report and, as a result, the Company adjusted its estimate of taxes payable to reflect the actual amount due as of Dec. 31, 2003, based upon the IRS report. MORE AMCOL INTERNATIONAL CORP. INCOME FROM DISCONTINUED OPERATIONS PAGE 2 OF 2 The Company will revise 2003 fourth quarter and year-end unaudited results originally reported on Jan. 20, 2004. The Company will report fourth quarter 2003 net income of $13.6 million or $0.45 per diluted share, compared with the $4.6 million or $0.15 per diluted share previously reported. Full-year results for 2003 will be revised to net income of $28.9 million or $0.97 per diluted share, compared with the $19.9 million or $0.67 per diluted share previously reported. Income from continuing operations will remain $4.6 million or $0.15 per diluted share for fourth quarter and $19.9 million or $0.67 per diluted share for the full-year 2003. AMCOL's year-end Form 10-K will be filed in March 2004 with the revisions included. AMCOL International Corp. is a specialty minerals company that produces and markets products for a wide range of industrial and consumer-related markets. AMCOL's common stock is traded on the New York Stock Exchange under the symbol ACO. The company's web site is www.amcol.com. #### -----END PRIVACY-ENHANCED MESSAGE-----