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): March 4, 2014

AMCOL INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-15661	36-0724340
State of Other Jurisdiction of Incorporation	Commission File Number	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 1.01 Entry into a Material Definitive Agreement.

On March 4, 2014, AMCOL International Corporation, a Delaware corporation (the “Company”), entered into Amendment No. 2 to Agreement and Plan of Merger (“Amendment No. 2”) with Imerys SA, a corporation organized under the laws of France (“Parent”), and Imerys Minerals Delaware, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Purchaser”). Under the terms of the Agreement and Plan of Merger (“Merger Agreement”), dated as of February 11, 2014, by and among Parent, Purchaser and the Company, as amended by the Amendment No. 1 to the Agreement and Plan of Merger (“Amendment No. 1”), dated February 26, 2014, on February 20, 2014, Purchaser commenced a tender offer to purchase all of the Company’s outstanding shares of common stock, par value $0.01 per share (the “Shares”), initially at a price of $41.00 per Share, net to the seller in cash, without interest, and, following Amendment No. 1, at the increased price of $42.75 per Share, net to the seller in cash, without interest. Under the terms of Amendment No. 2, the Offer Price (as such term is defined in the Merger Agreement) was increased from $42.75 per Share, net to the seller in cash, without interest, to $45.25 per Share, net to the seller in cash, without interest.

Other than as expressly modified pursuant to Amendment No. 2, the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on February 12, 2014, and Amendment No. 1, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on February 27, 2014, remain in full force and effect as originally executed on February 11, 2014 and February 26, 2014, respectively. The preceding summary is qualified in its entirety by reference to Amendment No. 2, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Merger Agreement.

ITEM 7.01 Regulation FD Disclosure.

On March 4, 2014, the Company issued a press release announcing the execution of Amendment No. 2. A copy of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits.

(d) The following exhibits are furnished with this document:

Exhibit Number	Description
2.1	Amendment No. 2 to Agreement and Plan of Merger, dated March 4, 2014, by and among Imerys SA, Imerys Minerals Delaware, Inc. and AMCOL International Corporation.
99.1	Press Release of AMCOL International Corporation, dated March 4, 2014.

Forward-Looking Statements

This communication contains certain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Such forward-looking statements include the ability of Parent and the Company to complete the transactions contemplated by the Merger Agreement, Amendment No. 1 and Amendment No. 2, including the parties’ ability to satisfy the conditions to the consummation of the Offer and the other conditions set forth in the Merger Agreement, Amendment No. 1 and Amendment No. 2 and the possibility of any termination of the Merger Agreement, Amendment No. 1 and Amendment No. 2. The forward-looking statements contained in this document are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Actual results may differ materially from current

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expectations because of risks associated with uncertainties as to the timing of the Offer and the subsequent Merger; uncertainties as to how many of the Company’s stockholders will tender their Shares in the Offer; the possibility that competing offers or acquisition proposals will be made; the possibility that various conditions to the consummation of the Offer or the Merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Offer or the Merger; the effects of disruption from the transactions on the Company’s business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees, suppliers and other business partners; the risk that stockholder litigation in connection with the Offer or the Merger may result in significant costs of defense, indemnification and liability; other risks and uncertainties pertaining to the business of the Company detailed in its filings with the Securities and Exchange Commission (the “SEC”) from time to time, including the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2013. The reader is cautioned not to rely unduly on these forward-looking statements. Parent and the Company expressly disclaim any intent or obligation to update or revise publicly these forward-looking statements except as required by law.

Additional Information and Where to Find It

This communication is not an offer to buy nor a solicitation of an offer to sell any securities of the Company. The solicitation and the offer to buy Shares are being made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials, filed by Purchaser and Parent with the SEC on February 20, 2014, as subsequently supplemented and amended. In addition, on February 20, 2014 the Company filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer, which has been subsequently amended. The Company and Parent have mailed these documents to the Company’s stockholders. In addition, investors may obtain the tender offer statement on Schedule TO, the offer to purchase, the Solicitation/Recommendation Statement of the Company on Schedule 14D-9 and related materials with respect to the Offer and the Merger free of charge at the SEC’s website at www.sec.gov. Investors may also obtain, at no charge, any such documents filed with or furnished to the SEC by the Company under the “Investors” section of the Company’s website at www.amcol.com. Investors are advised to read these documents, including the Solicitation/Recommendation Statement of the Company and any amendments thereto, as well as any other documents relating to the Offer and the Merger that are filed with the SEC, carefully and in their entirety prior to making any decision with respect to the Offer because they contain important information, including the terms and conditions of the Offer.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMCOL INTERNATIONAL CORPORATION
Date: March 5, 2014	By:	/s/ Ryan F. McKendrick
	Ryan F. McKendrick
	President and Chief Executive Officer

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EX-2.1

EXHIBIT 2.1

AMENDMENT NO. 2 TO

AGREEMENT AND PLAN OF MERGER

This AMENDMENT NO. 2, dated as of March 4, 2014 (this “Amendment”), to the AGREEMENT AND PLAN OF MERGER, dated as of February 11, 2014, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of February 26, 2014, by and among Imerys SA, a corporation organized under the laws of France (“Parent”), Imerys Minerals Delaware, Inc., a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“Purchaser”), and AMCOL International Corporation, a Delaware corporation (the “Company”) (as amended, the “Merger Agreement”), is entered into by and among Parent, Purchaser and the Company, and amends the Merger Agreement to the extent set forth herein. Capitalized terms used but not defined in this Amendment shall have the respective meanings specified in the Merger Agreement.

WHEREAS, in accordance with Section 9.3 of the Merger Agreement, the parties to the Merger Agreement desire to amend certain terms of the Merger Agreement as set forth in this Amendment so as to, among other things, increase the Offer Price from $42.75 per Share in cash to $45.25per Share in cash;

WHEREAS, the board of directors of the Company (the “Company Board”) has unanimously (i) determined that this Amendment, the Merger Agreement, as amended by this Amendment, and the Transactions, including the Offer and the Merger, as amended by this Amendment, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Amendment and approved the Merger Agreement and the Transactions, as amended by this Amendment, in accordance with the requirements of the DGCL and (iii) subject to the terms and conditions set forth in the Merger Agreement, as amended by this Amendment, resolved to recommend acceptance of the Offer and, if necessary, adoption of the Merger Agreement, in each case as amended by this Amendment, by the Company’s stockholders;

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Amendment and in the Merger Agreement, and intending to be legally bound hereby, Parent, Purchaser and the Company hereby agree as follows:

Section 1. Per Share Amount Increased. The second Recital to the Merger Agreement shall be amended by replacing the phrase “for $42.75 per Share, net to the seller in cash, without interest” in the defined term “Offer Price” with “for $45.25 per Share, net to the seller in cash, without interest”.

Section 2. Amendment to Offer Documents. Parent and Purchaser shall file with the SEC all necessary amendments or supplements to the Schedule TO and the Offer Documents giving effect to this Amendment within one (1) Business Day after the date of this Amendment, and shall cause the Offer Documents to be disseminated to the Company’s stockholders in accordance with the applicable requirements of the Exchange Act. On the date of filing by Parent and Purchaser of the amendments or supplements to the Schedule TO and Offer Documents, the Company shall file with the SEC and mail to the Company’s stockholders an amendment to its Schedule 14D-9 describing the recommendation of the Company Board giving effect to this Amendment, and shall cause the Schedule 14D-9 to be disseminated to the Company’s stockholders as required by Rule 14d-9 under the Exchange Act.

Section 3. References to the Merger Agreement. After giving effect to this Amendment, each reference in the Merger Agreement to “this Agreement”, “hereof”, “hereunder”, “herein”, or words of like import referring to the Merger Agreement shall refer to the Merger Agreement as amended by this Amendment.

Section 4. Miscellaneous. This Amendment and the Merger Agreement (including the documents or instruments referred to herein or therein, including any annex or disclosure schedule attached thereto or referred to therein, which annexes and disclosure schedules are incorporated therein by reference), together, embody the entire agreement and understanding among the parties and supersede any prior understandings, agreements or representations by or among such parties or their representatives, written or oral, that may have related to such subject matters. Except as expressly amended by this Amendment (and set forth in Section 1 hereof), all of the terms, covenants and other provisions of the Merger Agreement and the transactions contemplated thereby,

EXHIBIT 2.1

including the Offer and the Merger, as amended by this Amendment, are hereby ratified and confirmed and shall continue to be in full force and effect in accordance with their respective terms. The terms and provisions of Article IX of the Merger Agreement are incorporated herein by reference as if set forth herein in their entirety and shall apply mutatis mutandis to this Amendment.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first above written.

AMCOL INTERNATIONAL CORPORATION
By:	/s/ Ryan McKendrick
Name:	Ryan McKendrick
Title:	President and CEO
IMERYS SA
By:	/s/ Gilles Michel
Name:	Gilles Michel
Title:	Chairman and CEO
IMERYS MINERALS DELAWARE, INC.
By:	/s/ Denis Musson
Name:	Denis Musson
Title:	Chairman

EX-99.1

EXHIBIT 99.1

AMCOL International Corporation Announces Amended Merger Agreement with Imerys

Agreement Increases Price Per Share for AMCOL Shareholders to $45.25

HOFFMAN ESTATES, IL – March 4, 2014 – AMCOL International Corporation (NYSE: ACO) (“AMCOL” or the “Company”) today announced that its Board of Directors has unanimously approved an amended merger agreement with Imerys S.A. (“Imerys”), pursuant to which AMCOL shareholders will receive USD $45.25 per share in cash, an increase of $2.50 per share, for each share of AMCOL common stock that they own, without interest. The $45.25 per share consideration represents an approximately 31.8% premium to the volume weighted average closing price of the Company’s common stock over the last 30 trading days through February 11, 2014, the day prior to the announcement of the original transaction. The transaction is valued at approximately $1.7 billion, including AMCOL’s net debt.

Pursuant to the amended merger agreement, Imerys has agreed to increase its tender offer for 100% of AMCOL’s outstanding shares to $45.25 per share in cash. Imerys’ tender offer remains subject to customary conditions, including the tender of a majority of AMCOL’s total outstanding shares of common stock and shares issuable under equity awards, and clearance from antitrust regulatory authorities. The transaction is not subject to any financing condition and is expected to close in the first half of 2014. The AMCOL Board of Directors unanimously recommends that shareholders tender their shares into Imerys’ tender offer.

AMCOL further announced that today it received a revised proposed merger agreement from Minerals Technologies Inc. (NYSE: MTX) (“MTI”) to acquire AMCOL for $45.00 per share in cash. The revised proposed merger agreement would provide AMCOL with the right to specifically enforce MTI’s obligation to close the transaction. The revised proposed merger agreement removes provisions from MTI’s previous draft agreement that made the transaction contingent on MTI’s receipt of sufficient financing for the transaction pursuant to MTI’s commitment letter with its lenders and that provided, in lieu of such specific enforcement remedy, for the payment by MTI of a reverse break-up fee to the Company if such financing were not obtained. Today’s revised proposal did not, however, increase MTI’s offer price of $45.00 per share in cash.

AMCOL also announced that its Board of Directors, after careful review and consideration with its financial and legal advisors, compared the relative merits of such further revised proposal from MTI to the increased offer reflected in the amended merger agreement with Imerys and unanimously determined that the latest Minerals Technologies proposal is not superior to the terms of the amended merger agreement with Imerys.

Ryan McKendrick, Chief Executive Officer of AMCOL, commented, “The AMCOL Board has been focused on achieving the best possible outcome for our shareholders throughout this process, and the amended merger agreement announced today further demonstrates our commitment to acting in the best interests of all shareholders.”

Goldman, Sachs & Co. is serving as exclusive financial advisor to the Company and Kirkland & Ellis LLP is serving as counsel to the Company.

About AMCOL

AMCOL, headquartered in Hoffman Estates, IL., USA, produces and markets a wide range of specialty minerals and materials used for industrial, environmental and consumer-related applications. AMCOL is the parent of American Colloid Co., CETCO (Colloid Environmental Technologies Company, LLC), CETCO Energy 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

Forward-Looking Statements

This communication contains certain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Such forward-looking statements include the ability of Imerys and the Company to complete the transactions contemplated by the Imerys Agreement, including the parties’ ability to satisfy the conditions to the consummation of the tender offer and the other conditions set forth in the Imerys Agreement and the possibility of any termination of the Imerys Agreement. The forward-looking statements contained in this document are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Actual results may differ materially from current expectations because of risks associated with uncertainties as to the timing of the tender offer and the subsequent merger; uncertainties as to how many of the Company’s stockholders will tender their shares of common stock in the tender offer; the possibility that competing offers or acquisition proposals will be made; the possibility that various conditions to the consummation of the tender offer or the merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the offer or the merger; the effects of disruption from the transactions on the Company’s business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees, suppliers and other business partners; the risk that stockholder litigation in connection with the tender offer or the merger may result in significant costs of defense, indemnification and liability; other risks and uncertainties pertaining to the business of the Company detailed in its filings with the Securities and Exchange Commission (the “SEC”) from time to time, including the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2012. The reader is cautioned not to unduly rely on these forward-looking statements. Imerys and the Company expressly disclaim any intent or obligation to update or revise publicly these forward-looking statements except as required by law.

Additional Information and Where to Find It

This communication is not an offer to buy nor a solicitation of an offer to sell any securities of the Company. The solicitation and the offer to buy shares of the Company’s common stock has been made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that Parent or Purchaser has filed with the SEC. In addition, the Company has filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. The Company and Imerys have mailed these documents to the Company’s stockholders. The parties will make additional filings with the SEC to reflect their entry into the merger agreement amendment. In addition, investors are able to obtain the tender offer statement on Schedule TO, the offer to purchase, the Solicitation/Recommendation Statement of the Company on Schedule 14D-9 and related materials with respect to the tender offer and the merger, free of charge at the SEC’s website at www.sec.gov. Investors may also obtain, at no charge, any such documents filed with or furnished to the SEC by the Company under the “Investors” section of the Company’s website at www.amcol.com. Investors are advised to read these documents, including the Solicitation/Recommendation Statement of the Company and any amendments thereto, as well as any other documents relating to the tender offer and the merger that are filed with the SEC, carefully and in their entirety prior to making any decisions with respect to the tender offer because they contain important information, including the terms and conditions of the tender offer.

AMCOL Investor Relations Contact:

Donald W. Pearson

Senior Vice President and CFO

Tel. (847) 851-1500

AMCOL Media Relations Contact:

Eric Brielmann / Scott Bisang

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449