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): April 24, 2009

_______________

AMCOL INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware State of Other Jurisdiction of Incorporation 0-15661 Commission File Number 36-0724340 I.R.S. Employer Identification Number

2870 Forbs Avenue

Hoffman Estates, IL  60192

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (847) 851-1500

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

¨ Written communications pursuant to Rule 45 under the Securities Act (17 CFR 230.425)

¨ Soliciting materials pursuant to Rule 14a – 12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d – 2 (b) under the Exchange Act (17 CFR 240. 14d-2 (b))

¨ Pre-commencement communications pursuant to Rule 13e - 4 (c) under the Exchange Act (17 CFR 240.13e-4 (c))

ITEM 2.02     RESULTS OF OPERATIONS AND FINANCIAL CONDITION

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 April 24, 2009, the registrant issued a press release to report results for its first quarter ended March 31, 2009.

That press release dated, April 24, 2009 and titled “AMCOL INTERNATIONAL (NYSE:ACO) REPORTS FIRST QUARTER RESULTS” is attached hereto as Exhibit 99.1.

ITEM 9.01     Financial Statements and Exhibits

(d)          The following exhibit is furnished with this document:

Number	Exhibit
	Press Release titled “AMCOL INTERNATIONAL (NYSE:ACO)
99.1	REPORTS FIRST QUARTER RESULTS”

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: April 24, 2009	By:	/s/   Lawrence E. Washow
		Lawrence E. Washow
		President and Chief Executive Officer

EX-99.1

For further information, contact:	Don Pearson
	Vice President & CFO
	847.851.1500

AMCOL International Corporation (NYSE:ACO)

Reports First Quarter Results

HOFFMAN ESTATES, IL., APRIL 24, 2009—AMCOL International Corporation (NYSE:ACO) today reported 2009 first quarter net income attributable to AMCOL shareholders of $4.2 million, or $0.14 per diluted share, compared with $8.6 million, or $0.28 per diluted share, in the prior-year period.

Net sales decreased 14.1% to $164.4 million for the quarter ended March 31, 2009 from $191.4 million in the 2008 period.  Acquisitions comprised $3.8 million of the 2009 first quarter sales growth and foreign currency fluctuations had a $14.7 million unfavorable impact.  Operating profit decreased by 20.0% over the 2008 period to $10.2 million.  Acquisitions and foreign currency fluctuations had unfavorable impacts of $0.7 million and $1.3 million, respectively, on current period operating profit.

This release should be read in conjunction with the attached unaudited condensed consolidated financial statements.  Further discussion of items and events impacting earnings are included later in this press release.

“The global economic slowdown certainly had an impact on our business in the first quarter, but we are encouraged about gross margins which have generally held up in spite of lower volumes,” said Larry Washow, AMCOL President and Chief Executive Officer. “Our efforts to improve our balance sheet are showing results with reductions in inventories, receivables and debt.”

Washow continued, “The Minerals segment reported a significant drop in revenue primarily due to the slowdown in the U.S. metalcasting and oil drilling markets. Lower costs and better pricing delivered gross margin improvement from Q1 2008, although margins were down from the prior quarter.”

“Sales in the Environmental segment were softer as commercial construction activity slowed around the world. In spite of lower volumes, gross margins were still nearly 32%.  The first quarter is always the most difficult for the Environmental segment and, although it will be a challenging year, our Lining Tech business tends to be less volatile than construction products,” Washow stated.

“The Oilfield Services segment had the revenue benefit of our mid-year acquisition of the coil tubing business, but most of the profitability came from our traditional filtration work. With low oil and gas prices, the demand is down and overall the business is more competitive but we continue to diversify the business through our foreign operations,” Washow added.

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AMCOL Q1 2009 EARNINGS

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“We are experiencing a difficult year, but by reducing costs, taking advantage of our global footprint, and managing our balance sheet, we believe we are positioned well for a market rebound wherever and whenever it occurs,” Washow concluded.

STATEMENT OF OPERATIONS HIGHLIGHTS:

The statement of operations highlights are supported by the segment results schedules included in this press release.

Net sales: The following details the components of sales by segment for the 2009 first quarter compared to the prior-year's first quarter.

Minerals:  The majority of the decrease in the quarter’s revenue was due to lower volumes in U.S. metal casting and basic minerals product lines, partially offset by price increases.   Freight pass-through revenue accounted for approximately one-third of the base business decrease, principally from the pet products and metal castings divisions.   Foreign currency fluctuations represented approximately 35% of the decrease in revenue principally due to the weakening of the British pound against the U.S. dollar.

Environmental:  Foreign currency fluctuations represented 57% of the revenue decrease, primarily due to the weakening of the British pound and the Polish zloty against the U.S. dollar.   The remaining revenue decrease in base business was principally due to lower demand in the U.S. for building materials and installations by our contracting services group.

Oilfield Services:  Demand for domestic water filtration in the Gulf of Mexico was the largest contributor to base business growth.  The Premium Reeled Tubing (“PRT”) acquisition added $3.8 million of revenue in the quarter.

Transportation:  Reductions in fuel-surcharge revenue represented 56% of the revenue decrease; the remaining decrease was due to reduced demand for consumer product shipments.

Gross profit:  Gross profit decreased $3.1 million, or 6.8%, over the 2008 first quarter while gross margin was 26.3%, a 210 basis point improvement from the 2008 quarter.

Minerals: Gross profit decreased $0.5 million, or 3.0%, over the 2008 quarter while gross margins improved 340 basis points to 20.2%. The gross margin improvement is principally due to US pricing initiatives put in place in 2008 and lower energy costs at our processing facilities, both offset by decreased volumes.

Environmental: Gross profit decreased $5.3 million, or 27.4%, over the 2008 quarter and gross margins decreased 150 basis points to 31.9%; the margin decrease is due to product mix as a greater concentration of sales were within our lining technologies products as opposed to our building materials products, which have a greater gross margin.

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AMCOL Q1 2009 EARNINGS

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Oilfield Services:  Gross profit increased $2.9 million, or 33.4%, over the 2008 quarter and gross margins improved 40 basis points to 36.4%.

Transportation:  Gross profit had a small decrease over the prior year quarter and gross margins improved 100 basis points to 11.8% due to lower energy costs.

General, selling and administrative expenses (GS&A):  GS&A expenses decreased $0.6 million, a 1.7% decrease over the prior year quarter.

Minerals:   GS&A decreased $0.4 million, a 4.6% decrease over the 2008 quarter, the majority of the decline due to foreign exchange, offset by new costs in South Africa and increased bad debts in the U.S.

Environmental:  GS&A decreased $3.0 million, a 22.6% decrease over the 2008 quarter.  Approximately half of the reduction was due to foreign currency fluctuations with the remainder primarily due to lower personnel related costs.

Oilfield Services:  GS&A increased $1.9 million, a 40.7% increase over the 2008 quarter, due to costs from the PRT acquisition and higher commissions due to the increase in sales.

Corporate:   GS&A increased $0.9 million due to one-time costs for the Q2 and Q3 restatements in 2008 relating to our Indian investment in Ashapura Minechem Limited (Ashapura) as disclosed in our 2008 Form 10-K, and increased personnel and benefits costs.

Operating profit:  The decrease from the prior-year quarter was due to the combined effect of the decreases in gross profit and GS&A.

Interest expense:  Net interest expense increased by $1.0 million over the prior-year quarter due to higher average debt levels.

Other, net:  Other, net increased $1.0 million, principally due to foreign currency transaction losses.

Income taxes:  The effective tax rate for the first quarter of 2009 was 28.3% compared with 27.0% for the same period in 2008. The effective tax rate in the first quarter of 2009 includes certain one-time tax adjustments. Excluding these adjustments, the effective tax rate would have been approximately 25%.

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AMCOL Q1 2009 EARNINGS

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Income and losses from joint ventures:  Income and losses from affiliates and joint ventures decreased $1.3 million compared to the prior year quarter.  This is principally due to our joint venture in India, Ashapura, which generated $1.2 million of earnings in the prior-year quarter and no earnings in the current quarter.   As disclosed in our 2008 Form 10-K, we have suspended the recognition of any further losses under the equity method of accounting because the investment in Ashapura has been written down to zero.

Share count:  Weighted average common and common equivalent shares outstanding were comparable for the quarters ended March 31, 2009 and 2008 at 30.9 million shares.

FINANCIAL POSITION AND CASH FLOW HIGHLIGHTS:

Long-term debt decreased to $253.0 million at March 31, 2009 compared to $256.8 million at December 31, 2008.  The reduction was primarily due to a decrease in working capital levels, offset by greater capital expenditures.Total long-term debt represented 43.4% of capitalization at March 31, 2009, compared with 43.8% at December 31, 2008.  Cash and cash equivalents were $32.6 million at March 31, 2009 compared with $19.4 million at December 31, 2008.

Working capital decreased to $239.1 million at March 31, 2009 from $262.7 million at December 31, 2008.  The reduction in working capital was due to a combination of lower volumes and greater focus on working capital management.

Cash flow generated from operating activities was $40.7 million for year-to-date March 31, 2009 compared to $4.3 million generated in the prior-year period.  This increase was principally due to the decrease in working capital, offset by the reduction in net income as compared with the prior-year period.

Excluding our corporate building and $15.1 million of expenditures for our purchase of a chrome mine in South Africa, capital expenditures in the 2009 period were $8.5 million compared with $12.9 million in the prior-year period.  The reduction in adjusted capital expenditures is due to our limiting capital expenditures to maintenance and minimal expansion projects in 2009.

Dividends declared year-to-date through March 31, 2009, increased by 14.3 % over the prior-year period to $5.5 million.

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AMCOL Q1 2009 EARNINGS

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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, currency exchange rates, currency devaluation, 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 undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in AMCOL’s expectations.

AMCOL International, headquartered in Hoffman Estates, IL, produces and markets a wide range of specialty mineral products used for industrial, environmental and consumer-related applications.  AMCOL is the parent of American Colloid Company., CETCO (Colloid Environmental Technologies Company), CETCO Oilfield Services Company and the transportation operations, Ameri-co Carriers, Inc. and Ameri-co Logistics, Inc.  AMCOL’s common stock is traded on the New York Stock Exchange under the symbol ACO.  AMCOL’s web address is www.amcol.com.  AMCOL’s first quarter conference call will be available live today at 11 a.m. EDT on the AMCOL website or by dialing 877.852.6575.

AMCOL INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(In thousands, except per share data)

	Three Months Ended
	March 31,
	2009			2008
Net sales	$	164,419		$	191,409
Cost of sales		121,199			145,059
Gross profit		43,220			46,350
General, selling and administrative expenses		33,053			33,638
Operating profit		10,167			12,712
Other income (expense):
Interest expense, net		(3,407	)		(2,401	)
Other, net		(1,212	)		(235	)
		(4,619	)		(2,636	)
Income before income taxes and income (loss) from affiliates and joint ventures		5,548			10,076
Income tax expense		1,571			2,717
Income before income (loss) from affiliates and joint ventures		3,977			7,359
Income (loss) from affiliates and joint ventures		(8	)		1,295
Net income		3,969			8,654
Net income (loss) attributable to the noncontrolling interest		(207	)		33
Net income (loss) attributable to AMCOL shareholders	$	4,176		$	8,621
Weighted average common shares outstanding		30,694			30,260
Weighted average common and common equivalent shares outstanding		30,909			30,889
Basic earnings per share attributable to AMCOL shareholders	$	0.14		$	0.28
Diluted earnings per share attributable to AMCOL shareholders	$	0.14		$	0.28
Dividends declared per share	$	0.18		$	0.16

AMCOL INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

	March 31,			December 31,
	2009			2008
	(unaudited)				*
ASSETS
Current assets:
Cash and equivalents	$	32,561		$	19,441
Accounts receivable, net		157,432			197,611
Inventories		115,699			125,066
Prepaid expenses		12,160			12,812
Deferred income taxes		5,294			5,358
Income tax receivable		3,760			3,490
Other		163			7,409
Total current assets		327,069			371,187
Investments in and advances to affiliates and joint ventures		28,904			30,025
Property, plant, equipment, mineral rights and reserves:
Land and mineral rights		46,073			17,186
Depreciable assets		384,686			380,555
		430,759			397,741
Less: accumulated depreciation and depletion		210,462			206,398
		220,297			191,343
Other assets:
Goodwill		69,097			68,482
Intangible assets, net		51,782			53,974
Deferred income taxes		14,793			15,867
Other assets		13,042			13,702
		148,714			152,025
	$	724,984		$	744,580
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	37,502		$	45,297
Accrued liabilities		50,505			63,197
Total current liabilities		88,007			108,494
Long-term debt		252,972			256,821
Pension liabilities		23,589			22,939
Deferred compensation		5,680			5,904
Other liabilities		24,274			20,658
		53,543			49,501
Equity:
Common stock		320			320
Additional paid in capital		86,225			86,350
Retained earnings		261,124			262,453
Accumulated other comprehensive income		(13,536	)		(4,721	)
		334,133			344,402
Less:
Treasury stock		16,463			18,196
Total AMCOL shareholder's equity		317,670			326,206
Noncontrolling interest		12,792			3,558
Total equity		330,462			329,764
	$	724,984		$	744,580

* Condensed from audited financial statements.

AMCOL INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(In thousands)

	Three Months Ended
	March 31,
	2009			2008
Cash flow from operating activities:
Net income	$	3,969		$	8,654
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation, depletion, and amortization		8,958			7,435
Other non - cash charges		2,349			(103	)
Changes in assets and liabilities, net of effects of acquisitions:
Decrease (Increase) in current assets		38,898			(5,671	)
Decrease (Increase) in noncurrent assets		446			(301	)
Increase (decrease) in current liabilities		(14,677	)		(5,624	)
Increase (decrease) in noncurrent liabilities		710			(112	)
Net cash provided by (used in) operating activities		40,653			4,278
Cash flow from investing activities:
Capital expenditures		(23,597	)		(12,932	)
Capital expenditures - corporate building		(6,400	)		(2,831	)
Proceeds from sale of depreciable assets - corporate building		6,400			-
Acquisitions, net of cash		(70	)		(1,148	)
Investments in and advances to affiliates and joint ventures		(575	)		(2,107	)
Receipts from (advances to) Chrome Corp		6,000			(6,000	)
Other		549			33
Net cash used in investing activities		(17,693	)		(24,985	)
Cash flow from financing activities:
Net change in outstanding debt		(3,227	)		23,404
Net change in outstanding debt - corporate building		-			9,463
Proceeds from sales of treasury stock		743			753
Purchases of treasury stock		(165	)		(2,062	)
Dividends		(5,505	)		(4,816	)
Excess tax benefits from stock-based compensation		612			669
Net cash provided by (used in)  financing activities		(7,542	)		27,411
Effect of foreign currency rate changes on cash		(2,298	)		1,177
Net increase (decrease) in cash and cash equivalents		13,120			7,881
Cash and cash equivalents at beginning of period		19,441			25,282
Cash and cash equivalents at end of period	$	32,561		$	33,163

AMCOL INTERNATIONAL CORPORATION

SEGMENT RESULTS (unaudited)

YEAR-TO-DATE

	Three Months Ended March 31,
Minerals	2009				2008				2009 vs 2008
	(Dollars in Thousands)
Net sales	$	80,157	100.0	%	$	99,344	100.0	%	$	(19,187	)	-19.3	%
Cost of sales		63,975	79.8	%		82,667	83.2	%		(18,692	)	-22.6	%
Gross profit		16,182	20.2	%		16,677	16.8	%		(495	)	-3.0	%
General, selling and administrative expenses		8,574	10.7	%		8,990	9.0	%		(416	)	-4.6	%
Operating profit		7,608	9.5	%		7,687	7.8	%		(79	)	-1.0	%

	Three Months Ended March 31,
Environmental	2009				2008				2009 vs 2008
	(Dollars in Thousands)
Net sales	$	44,233	100.0	%	$	58,219	100.0	%	$	(13,986	)	-24.0	%
Cost of sales		30,134	68.1	%		38,798	66.6	%		(8,664	)	-22.3	%
Gross profit		14,099	31.9	%		19,421	33.4	%		(5,322	)	-27.4	%
General, selling and administrative expenses		10,405	23.5	%		13,450	23.1	%		(3,045	)	-22.6	%
Operating profit		3,694	8.4	%		5,971	10.3	%		(2,277	)	-38.1	%

	Three Months Ended March 31,
Oilfield Services	2009				2008				2009 vs 2008
	(Dollars in Thousands)
Net sales	$	31,898	100.0	%	$	24,143	100.0	%	$	7,755	32.1	%
Cost of sales		20,293	63.6	%		15,441	64.0	%		4,852	31.4	%
Gross profit		11,605	36.4	%		8,702	36.0	%		2,903	33.4	%
General, selling and administrative expenses		6,688	21.0	%		4,753	19.7	%		1,935	40.7	%
Operating profit		4,917	15.4	%		3,949	16.3	%		968	24.5	%

	Three Months Ended March 31,
Transportation	2009				2008				2009 vs 2008
	(Dollars in Thousands)
Net sales	$	11,291	100.0	%	$	14,350	100.0	%	$	(3,059	)	-21.3	%
Cost of sales		9,957	88.2	%		12,800	89.2	%		(2,843	)	-22.2	%
Gross profit		1,334	11.8	%		1,550	10.8	%		(216	)	-13.9	%
General, selling and administrative expenses		853	7.6	%		770	5.4	%		83		10.8	%
Operating profit		481	4.2	%		780	5.4	%		(299	)	-38.3	%

	Three Months Ended March 31,
Corporate	2009			2008			2009 vs 2008
	(Dollars in Thousands)
Intersegment shipping sales	$	(3,160	)	$	(4,647	)	$	1,487
Intersegment shipping costs		(3,160	)		(4,647	)	$	1,487
Gross profit		-			-
General, selling and administrative expenses		6,533			5,675			858	15.1	%
Operating loss		6,533			5,675			858	15.1	%

AMCOL INTERNATIONAL CORPORATION

SUPPLEMENTARY INFORMATION (unaudited)

YEAR-TO-DATE

	Three Months Ended March 31, 2009
Composition of Sales by Geographic Region	Americas			EMEA			Asia Pacific			Total
Minerals		33.6	%		8.7	%		6.6	%		48.9	%
Environmental		13.7	%		11.0	%		2.2	%		26.9	%
Oilfield services		18.1	%		0.3	%		0.9	%		19.3	%
Transportation		4.9	%		0.0	%		0.0	%		4.9	%
Total - current year's period		70.3	%		20.0	%		9.7	%		100.0	%
Total from prior year's comparable period		68.0	%		22.5	%		9.5	%		100.0	%

	Three Months Ended March 31, 2009
	vs.
Percentage of Revenue Growth by Component	Three Months Ended March 31, 2008
	Base Business			Acquisitions			Foreign Exchange			Total
Minerals		-6.6	%		0.0	%		-3.5	%		-10.1	%
Environmental		-3.1	%		0.0	%		-4.2	%		-7.3	%
Oilfield services		2.2	%		2.0	%		-0.1	%		4.1	%
Transportation		-0.8	%		0.0	%		0.0	%		-0.8	%
Total		-8.3	%		2.0	%		-7.8	%		-14.1	%
% of growth		59.4	%		-13.9	%		54.5	%		100.0	%

	Three Months Ended March 31,
Minerals Product Line Sales	2009		2008		% change
	(Dollars in Thousands)
Metalcasting	$	31,541	$	40,678		-22.5	%
Specialty materials		22,662		25,663		-11.7	%
Pet products		17,415		19,523		-10.8	%
Basic minerals		7,850		12,041		-34.8	%
Other product lines		689		1,439		*
Total		80,157		99,344

* Not meaningful.

	Three Months Ended March 31,
Environmental Product Line Sales	2009		2008		% change
	(Dollars in Thousands)
Lining technologies	$	26,753	$	32,495		-17.7	%
Building materials		12,378		19,995		-38.1	%
Other product lines		5,102		5,729		*
Total		44,233		58,219

* Not meaningful.