-----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, CmMcvNVLmqHGsyrBxiWzgEtsco/G5Bw9yt9E9Ea2cd1FFmVH8ZIW89LMyY4GHb4R lyDUBqP9KIb9Ixl+15cq7Q== /in/edgar/work/20000814/0000813621-00-000014/0000813621-00-000014.txt : 20000921 0000813621-00-000014.hdr.sgml : 20000921 ACCESSION NUMBER: 0000813621-00-000014 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMCOL INTERNATIONAL CORP CENTRAL INDEX KEY: 0000813621 STANDARD INDUSTRIAL CLASSIFICATION: [1400 ] IRS NUMBER: 360724340 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-14447 FILM NUMBER: 700632 BUSINESS ADDRESS: STREET 1: 1500 W SHURE DR STREET 2: ONE N ARLINGTON CITY: ARLINGTON HEIGHTS STATE: IL ZIP: 60004-7803 BUSINESS PHONE: 8473948730 MAIL ADDRESS: STREET 1: 1500 W SHURE DR 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 0001.txt 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, 2000 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 August 11, 2000 (Common stock, $.01 par value) 27,986,049 AMCOL INTERNATIONAL CORPORATION INDEX Part I - Financial Information Item 1 Financial Statements Condensed Consolidated Balance Sheets - June 30, 2000 and December 31, 1999 1 Condensed Consolidated Statements of Operations - six months and three months ended June 30, 2000 and 1999 2 Condensed Consolidated Statements of Comprehensive Income - six months and three months ended June 30, 2000 and 1999 3 Condensed Consolidated Statements of Cash Flows - six months ended June 30, 2000 and 1999 4 Notes to Condensed Consolidated Financial Statements 5 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 6 Item 3 Quantitative and Qualitative Disclosure About Market Risk 12 Part II - Other Information Item 4 Submission of Matters to a Vote of Security Holders 13 Item 6 Exhibits and Reports on Form 8-K 13 Part I, Item 1 - FINANCIAL INFORMATION AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) ASSETS
June 30, December 31, 2000 1999 (Unaudited) Current assets: * Cash $ 6,189 $ 3,954 Cash equivalents 240,571 - Accounts receivable, net 61,577 52,056 Inventories 31,437 30,965 Prepaid expenses 4,380 6,566 Net assets from discontinued operations - 40,147 Current deferred tax asset 6,344 6,347 Total current assets 350,498 140,035 Investment in and advances to joint ventures 10,592 9,111 Property, plant, equipment and mineral reserves 193,849 195,322 Less accumulated depreciation 109,235 106,062 84,614 89,260 Intangible assets, net 369 452 Net assets from discontinued operations - 80,046 Other long-term assets, net 5,449 5,047 $ 451,522 $ 323,951
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities: Notes payable and current maturities of debt $ 17 $ 509 Accounts payable 10,119 10,776 Accrued income taxes 213,232 2,301 Accrued liabilities 27,289 21,394 Total current liabilities 250,657 34,980 Long-term debt 60,047 93,914 Deferred credits and other liabilities 9,612 8,617 Stockholders' equity: Common stock 320 320 Additional paid-in capital 78,288 76,440 Foreign currency translation adjustment (2,370) (2,607) Retained earnings 81,272 142,270 Treasury stock (26,304) (29,983) 131,206 186,440 $ 451,522 $ 323,951
*Condensed from audited financial statements. The accompanying notes are an integral part of these condensed financial statements. AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands)
Six Months Ended June 30, Three Months Ended June 30, Continuing operations 2000 1999 2000 1999 Net sales $ 140,564 $ 147,900 $ 71,986 $ 77,265 Cost of sales 105,921 114,223 54,249 60,226 Gross profit 34,643 33,677 17,737 17,039 General, selling and administrative expenses 26,068 30,515 13,071 15,092 Operating profit 8,575 3,162 4,666 1,947 Other income (expense): Investment income 3,084 - 3,084 -- Interest expense, net (1,417) (1,952) (832) (994) Other income, net (51) 48 - 29 1,616 (1,904) 2,252 (965) Income from continuing operations before income taxes and equity in income of joint ventures 10,191 1,258 6,918 982 Income taxes 3,929 436 2,811 352 Income from continuing operations before equity in income of joint ventures 6,262 822 4,107 630 Equity in income of joint ventures 151 124 21 58 Income from continuing operations 6,413 946 4,128 688 Discontinued operations (Note 5) Income from operations of absorbent polymers segment (net of income taxes) 7,766 12,542 4,314 7,061 Gain on disposal of absorbent polymers segment (net of income taxes of $207,570) 313,871 - 313,871 - 321,637 12,542 318,185 7,061 Extraordinary loss on early extinguishment of debt (net of income tax benefit of $238) (443) - (443) - Net income $ 327,607 $ 13,488 $ 321,870 $ 7,749
The accompanying notes are an integral part of these condensed financial statements. AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except number of shares and per share data) (continued)
Six Months Ended June 30, Three Months Ended June 30, 2000 1999 2000 1999 Weighted average common shares 26,997,866 26,761,617 27,088,225 26,733,521 Weighted average common and common equivalent shares 27,509,216 27,070,269 27,583,451 27,141,612 Basic earnings per share Continuing operations $ .24 $ .04 $ .15 $ .03 Discontinued operations From operations .29 .47 .16 .26 Gain on sale $ 11.63 $ - $ 11.59 $ - $ 11.92 $ .47 $ 11.75 $ .26 Extraordinary item $ (.02) $ - $ (.02) $ -- Net income $ 12.13 $ .50 $ 11.88 $ .29 Diluted earnings per share Continuing operations $ .23 $ .03 $ .15 $ .03 Discontinued operations From operations $ .28 $ .46 $ .16 $ .26 Gain on sale $ 11.41 $ - $ 11.38 $ -- $ 11.69 $ .46 $ 11.54 $ .26 Extraordinary item $ (.02) $ - $ (.02) $ -- Net income $ 11.91 $ .50 $ 11.67 $ .29
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands)
Six Months Ended June 30, Three Months Ended June 30, 2000 1999 2000 1999 Net income $ 327,607 $ 13,488 $ 321,870 $7,749 Other comprehensive income: Foreign currency translation adjustment (4,909) (1,316) (4,417) (375) Reclassification adjustment for foreign currency losses included in net income 5,146 - 5,146 - Comprehensive income $ 327,844 $ 12,172 $ 322,599 $7,374
The accompanying notes are an integral part of these condensed financial statements. AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands)
Six Months Ended June 30, 2000 1999 Cash flow from operating activities: Income from continuing operations $ 6,413 $ 946 Adjustments to reconcile income from continuing operations to net cash provided by operating activities: Depreciation, depletion, and amortization 8,898 9,769 Other 909 2,023 (Increase) decrease in current assets (1,045) 3,610 Increase (decrease) in current liabilities 2,164 (4,283) Net cash provided by operating activities of continuing operations 17,339 12,065 Net cash provided by discontinued operations 665 1,345 Cash flow from investing activities: Acquisition of land, mineral reserves, depreciable and intangible assets (6,732) (9,554) Net proceeds from sale of absorbent polymers segment 648,815 - Other 599 (3,993) Net cash provided by (used in) investing activities 642,682 (13,547) Cash flow from financing activities: Net change in outstanding debt (34,359) 6,452 Dividends paid (3,776) (3,476) Partial liquidation distribution (384,829) - Early extinguishment of debt (443) - Treasury stock transactions 5,527 (1,671) Net cash provided by (used in) financing activities (417,880) 1,305 Net increase in cash and cash equivalents 242,806 1,168 Cash and cash equivalents at beginning of period 3,954 6,206 Cash and cash equivalents at end of period $ 246,760 $ 7,374 Supplemental disclosure of cash flow information Actual cash paid for: Interest $ 3,913 $ 3,315 Income taxes $ 9,460 $ 8,973
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, 1999, has been prepared by management without audit by independent certified public accountants. The condensed consolidated balance sheet as of December 31, 1999, has been derived from and does not include all the disclosures contained in the audited consolidated financial statements for the year ended December 31, 1999. 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 1999 Form 10-K, which accompanies the 1999 Corporate Report. The results of operations for the six-month period ended June 30, 2000, are not necessarily indicative of the results to be expected for the full year. Note 2: INVENTORIES Inventories at June 30, 2000 have been valued using the same methods as at December 31, 1999. The composition of inventories at June 30, 2000 and December 31, 1999, was as follows:
June 30, 2000 December 31, 1999 Crude stockpile and in-process inventories $ 18,008 $ 19,099 Other raw material, container and supplies inventories 13,429 11,866 $31,437 $ 30,965
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 during each period. The number of options outstanding increased from approximately 1.1 million to approximately 6.3 million with the closing of the sale of the absorbent polymers segment. The dilutive impact of options will be more significant in the future as a result.
Six months ended June 30 Three months ended June 30 2000 1999 2000 1999 Weighted average common shares outstanding - Basic 26,997,866 26,761,617 27,088,225 26,733,521 Assumed exercise of stock options 511,350 308,652 495,226 408,091 Weighted average common shares outstanding - Diluted 27,509,216 27,070,269 27,583,451 27,141,612
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (In thousands) (continued) 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, 2000, 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: DISCONTINUED OPERATIONS In 1999, the Company announced that it had entered into an agreement to sell its absorbent polymers segment to BASF AG, subject to the approval of the Company's shareholders. The Company's shareholders approved the sale transaction at a special meeting held on May 25, 2000, and accordingly, the absorbent polymers segment is reported as a discontinued operation in the accompanying condensed consolidated financial statements as of and for the six months ended June 30, 2000. The condensed consolidated financial statements have been reclassified to report separately the net assets and operating results of the absorbent polymers segment for all periods presented. The transaction closed on June 1, 2000, at which time the Company received proceeds of approximately $656.5 million. The sale resulted in a pretax gain of approximately $534.0 million ($313.9 million after income taxes), which was net of estimated costs to be incurred in connection with the sale. The Company is currently negotiating the final settlement of certain working capital items, and expects to resolve these matters during the third quarter of 2000. Provisions have been made for estimated working capital adjustments in determining the gain on sale. Substantially all of the net proceeds from the sale transaction were distributed to the Company's shareholders on June 30, 2000. Summary operating results of the absorbent polymers segment for the six and three months ended June 30, 2000 and 1999 were as follows:
Six months ended June 30,* Three months ended June 30,* 2000 1999 2000 1999 Net sales $86,000 $123,325 $35,390 $64,678 Operating profit 12,436 21,500 6,096 11,973 Income taxes 3,920 7,083 1,653 3,976 Net income 7,766 12,542 4,314 7,061 *The 2000 information is for five and two months, respectively.
Item 2 - 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, 2000 vs. 1999 Net sales from continuing operations decreased by $7.3 million, or 5.0%, while gross profit increased by $1.0 million, or 2.9%, and operating profit increased by $5.4 million, or 171.2%. General, selling and administrative expenses were $4.4 million, or 14.6%, lower than the previous year. Investment income related to the proceeds from the sale of the absorbent polymers segment amounted to $3.1 million for 2000. Net interest expense decreased by $.5 million, or 27.4%, as a result of lower average debt levels. Net income from continuing operations was $6.4 million compared with $.9 million in the prior year period, an increase of $5.5 million. Earnings from continuing operations were $.23 per diluted share for the 2000 period, compared with $.03 per diluted share for the prior-year period on 1.6% higher weighted average shares outstanding. The investment income, net of taxes, amounted to $.07 per diluted share, or approximately 35% of the improvement. On June 1, 2000, the absorbent polymers segment was sold to BASF AG resulting in a net gain of $313.9 million, or $11.41 per diluted share. The results of operations for the polymer segment prior to disposition amounted to $7.8 million, net of taxes, for the 2000 period compared to $12.5 million, net of taxes, in the prior-year period. This equated to $.28 per diluted share compared with $.46 per diluted share in 1999. The 2000 results were for five months compared to six months for 1999. An extraordinary net charge of $.4 million, or $.02 per diluted share, was incurred in 2000 for the early extinguishment of long-term debt. A brief discussion by business segment follows:
Six Months Ended June 30, 2000 1999 2000 vs. 1999 Minerals (Dollars in Thousands) $ Change % Change Net sales $81,130 100.0% $ 77,690 100.0% $ 3,440 4.4% Cost of sales 63,253 78.0% 60,979 78.5% Gross profit 17,877 22.0% 16,711 21.5% 1,166 7.0% General, selling and administrative expenses 7,731 9.5% 9,025 11.6% (1,294) (14.3%) Operating profit 10,146 12.5% 7,686 9.9% 2,460 32.0%
Sales increased by $3.4 million, or 4.4%, from the prior-year period. Stronger international sales, with the exception of the U.K. operation, accounted for the majority of the improvement. Gross profit margins improved by 50 basis points, or 2.3%. General, selling and administrative expenses were $1.3 million, or 14.3%, lower than the prior-year period. Reduced general, selling and administrative expenses in the United Kingdom and lower domestic bad debt provisions accounted for much of the change. AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Six Months Ended June 30, 2000 1999 2000 vs. 1999 Environmental (Dollars in Thousands) $ Change % Change Net sales $ 42,902 100.0% $ 53,879 100.0% $(10,977) (20.4%) Cost of sales 27,902 65.0% 38,740 71.9% Gross profit 15,000 35.0% 15,139 28.1% (139) (0.9%) General, selling and administrative expenses 9,634 22.5% 13,024 24.2% (3,390) (26.0%) Operating profit 5,366 12.5% 2,115 3.9% 3,251 153.7%
Sales decreased by $11.0 million, or 20.4%. Approximately 73% of the sales decrease was related to businesses divested in 1999. Weakness in sales from the U.K. operation accounted for the balance of the sales decrease. Sales for the U.S. operations were higher in all sectors, with the exception of geosynthetic clay liners and exports. Gross profit margins improved by 690 basis points, or 24.6%, primarily as a result of the divestitures of businesses in 1999. General, selling and administrative expenses decreased by $3.4 million, or 26.0%, reflecting the results of the divestitures and cost reduction initiatives instituted in 1999.
Six Months Ended June 30, 2000 1999 2000 vs. 1999 Transportation (Dollars in Thousands) $ Change % Change Net sales $ 16,532 100.0% $ 16,329 100.0% $ 203 1.2% Cost of sales 14,766 89.3% 14,502 88.8% Gross profit 1,766 10.7% 1,827 11.2% (61) (3.3%) General, selling and administrative expenses 1,037 6.3% 1,052 6.4% (15) (1.4%) Operating profit 729 4.4% 775 4.8% (46) (5.9%)
Revenues increased $.2 million, or 1.2%. Gross profit margins declined by 50 basis points, or 4.5%, primarily as a result of higher fuel costs.
Six Months Ended June 30, 2000 1999 2000 vs. 1999 Corporate (Dollars in Thousands) $ Change % Change General, selling and administrative expenses $ 7,666 $ 7,414 $ 252 3.4% Operating loss (7,666) (7,414) (252) 3.4%
Corporate costs include management information systems, human resources, investor relations and corporate communications, corporate finance and corporate governance. The start-up of the nanocomposite business is also included in the corporate costs. The $.3 million, or 3.4%, increase in costs is attributable to increased investments in nanocomposite business development. AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Three Months Ended June 30, 2000 vs. 1999 Net sales from continuing operations decreased by $5.3 million, or 6.8%, while gross profit increased by $.7 million, or 4.1%, and operating profit increased by $2.7 million, or 139.7%. General, selling and administrative expenses decreased by $2.0 million, or 13.4%. Investment income related to the proceeds from the sale of the absorbent polymers segment amounted to $3.1 million. Net interest expense decreased by $.2 million, or 16.3%. Net income from continuing operations amounted to $4.1 million in 2000 compared to $.7 million in 1999. Earnings from continuing operations were $.15 per diluted share for the 2000 quarter, compared with $.03 per diluted share for the prior-year quarter on 1.6% higher weighted average shares outstanding. The investment income, net of taxes, amounted to $.07 per diluted share, or approximately 58% of the improvement. On June 1, 2000, the absorbent polymers segment was sold to BASF AG resulting in a net gain of $313.9 million, or $11.38 per diluted share. The results of operations for the polymer segment prior to disposition amounted to $4.3 million, net of taxes, for the 2000 period compared to $7.1 million, net of taxes, in the prior-year period. This equated to $.16 per diluted share compared with $.26 per diluted share in 1999. The 2000 results were for two months compared to three months for 1999. An extraordinary net charge of $.4 million, or $.02 per diluted share, was incurred in 2000 for the early extinguishment of long-term debt. A brief discussion by business segment follows:
Three Months Ended June 30, 2000 1999 2000 vs. 1999 Minerals (Dollars in Thousands) $ Change % Change Net sales $ 38,922 100.0% $ 38,081 100.0% $ 841 2.2% Cost of sales 30,413 78.1% 30,026 78.9% Gross profit 8,509 21.9% 8,055 21.1% 454 5.6% General, selling and administrative expenses 3,887 10.0% 4,381 11.5% (494) (11.3%) Operating profit 4,622 11.9% 3,674 9.6% 948 25.8%
Sales increased by $.8 million, or 2.2%, over the prior-year period. The improvement in sales was attributable to the Asian businesses. Gross profit margins improved by 80 basis points, or 3.7%. General, selling and administrative expenses decreased by $.5 million, or 11.3%. AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Three Months Ended June 30, 2000 1999 2000 vs. 1999 Environmental (Dollars in Thousands) $ Change % Change Net sales $ 24,467 100.0% $ 30,697 100.0% $ (6,230) (20.3%) Cost of sales 16,167 66.1% 22,662 73.8% Gross profit 8,300 33.9% 8,035 26.2% 265 3.3% General, selling and administrative expenses 4,980 20.4% 6,642 21.6% (1,662) (25.0%) Operating profit 3,320 13.5% 1,393 4.6% 1,927 138.3%
Sales decreased by $6.2 million, or 20.3%. Approximately 63% of the sales decrease was related to businesses divested in 1999. Weakness in sales from the U.K. operation accounted for the balance of the sales decrease. Sales for the U.S. operations were higher in all sectors, with the exception of geosynthetic clay liners and exports. Gross profit margins improved by 770 basis points, or 29.4%, primarily as a result of the divestitures of businesses in 1999. General, selling and administrative expenses decreased by $1.7 million, or 25.0%, reflecting the results of the divestitures and cost reduction initiatives instituted in 1999.
Three Months Ended June 30, 2000 1999 2000 vs. 1999 Transportation (Dollars in Thousands) $ Change % Change Net sales $ 8,597 100.0% $ 8,485 100.0% $ 112 1.3% Cost of sales 7,669 89.2% 7,536 88.8% Gross profit 928 10.8% 949 11.2% (21) (2.2%) General, selling and administrative expenses 522 6.1% 522 6.2% - -% Operating profit 406 4.7% 427 5.0% (21) (4.9%)
Revenues increased 1.3%, while gross margins declined by 40 basis points, or 3.6%, as a result of higher fuel costs.
Three Months Ended June 30, 2000 1999 2000 vs. 1999 Corporate (Dollars in Thousands) $ Change % Change General, selling and administrative expenses $ 3,682 $ 3,547 $ 135 3.8% Operating income (loss) (3,682) (3,547) (135) 3.8%
Higher expenditures for nanocomposite business development accounted for the 3.8% increase in corporate costs. 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, 2000, the Company had outstanding debt of $60.1 million (including both long- and short-term debt), cash of $6.2 million and cash equivalents of $240.6 million, compared with $94.4 million in debt and $4.0 million in cash at December 31, 1999. The cash equivalents of $240.6 million primarily relate to the proceeds from the sale of the absorbent polymers segment. Accrued income taxes related to the transaction totaled $209.3 million. The Company currently intends to use the difference of $31.3 million to reduce debt. On a proforma basis, net debt would be $22.6 million. The long-term debt (on a proforma basis) would thus represent 17.9% of total capitalization at June 30, 2000, compared with 33.5% at December 31, 1999. The Company had a current ratio of 1.40-to-1 at June 30, 2000, with approximately $99.9 million in working capital, compared with 2.64-to-1 and $101.8 million, respectively, at December 31, 1999. The proforma current ratio at June 30, 2000, excluding cash equivalents and accrued income taxes related to the sale of the absorbent polymers segment, was 2.66-to-1, with working capital of $68.6 million. During the first six months of 2000, the Company generated $17.3 million in cash from continuing operations, compared with $12.1 million for the previous year six-month period. The Company paid dividends of $3.8 million and acquired property, plant and equipment and intangible assets totaling $6.7 million. The Company received $648.8 million in net proceeds from the sale of the absorbent polymers segment. From these proceeds, the Company distributed $384.8 million to its shareholders and repaid debt totaling approximately $34.4 million. The Company had approximately $73.5 million in unused, committed credit lines at June 30, 2000. 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. On August 2, the board of directors declared a quarterly cash dividend of $.01 per share. Forward-Looking Statements Certain statements made from time-to-time by the Company, including statements in the Management's Discussion and Analysis section above, constitute "forward-looking statements" made in reliance upon the safe harbor contained in Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include statements relating to the Company or its operations that are preceded by terms such as "expects," "believes," "anticipates," "intends" and similar expressions, and statements relating to anticipated growth, levels of capital expenditures, future dividends, expansion into global markets and the development of new products. Such forward-looking statements are not guarantees of future performance and involve AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Forward-Looking Statements (continued) risks and uncertainties. The Company's actual results, performance or achievements could differ materially from the results, performance or achievements expressed in, or implied by, these forward-looking statements as a result of various factors, including, but not limited to the actual growth in AMCOL's various markets, utilization of AMCOL's plants, competition in the minerals segments, operating costs, raw material prices, weather, currency exchange rates, currency devaluations, 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. Item 3: Quantitative and Qualitative Disclosure About Market Risk The information required by this item is provided in Footnote 4 "Derivative Financial Instruments and Market Risks" under Item I. 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 11, 2000. (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 Withheld Robert E. Driscoll, III 24,009,210 263,514 C. Eugene Ray 24,007,367 265,411 Dale E. Stahl 24,009,264 263,514
2. Ratification of Appointment of KPMG LLP as independent accountants for the Company for its 2000 fiscal year. For Against Abstain 24,251,965 13,388 7,425 (c) A Special Meeting of Stockholders was held on May 25, 2000. (d) At the Special Stockholders Meeting, the Stockholders voted on the following uncontested matters: approval of the sale of the absorbent polymers segment to BASF AG; approval of amendments to AMCOL's 1993 Stock Plan and 1998 Long-Term Incentive Plan; and both matters were approved by a vote of the Stockholders as follows: 1. Approve the sale of the absorbent polymers segment to BASF AG. For Against Abstain 21,595,042 129,751 85,629 2. Approve amendments to the 1993 Stock Plan and 1998 Long-Term Incentive Plan. For Against Abstain 20,103,208 1,490,504 216,711 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, 2000. 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: August 14, 2000 /s/ Lawrence E. Washow Lawrence E. Washow President and Chief Executive Officer Date: August 14, 2000 /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 (16) 3.2 Bylaws of the Company (10) 4 Article Four of the Company's Restated Certificate of Incorporation (5), as amended (16) 10.1 AMCOL International Corporation 1983 Incentive Stock Option Plan (1); as amended (3) 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) 10.7 Change in Control Agreement dated February 16, 1998, by and between Registrant and Lawrence E. Washow (14) 10.8 Change in Control Agreement dated April 1, 1997, by and between Registrant and Peter L. Maul (12) 10.9 AMCOL International Corporation Dividend Reinvestment and Stock Purchase Plan (4); as amended (6) 10.10 AMCOL International Corporation 1993 Stock Plan, as amended and restated (10) 10.11 Credit 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, Third Amendment to Credit Agreement dated September 12, 1996 (11), Fourth Amendment to Credit Agreement dated December 15, 1998 (18) and Fifth Amendment to Credit Agreement dated May 26, 2000. 10.16 Change in Control Agreement dated February 4, 1999 by and between Registrant and Ryan F. McKendrick (17) 10.17 Asset and Stock Purchase Agreement dated November 22, 1999 by and between the Company and BASF Aktiengesellschaft (19) 10.18 Change in Control Agreement dated March 31, 2000 by and between Registrant and Frank B. Wright, Jr. 10.19 Change in Control Agreement dated April 1, 2000, by and between Registrant and Paul G. Shelton. 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. (16) 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, 1998. (17) 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, 1998. (18) 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, 1999. (19) 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, 1999. (20) 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, 2000.
EX-10.11 2 0002.txt MATERIAL CONTRACTS Fifth Amendment, Waiver and Partial Release Re: Credit Agreement This Fifth Amendment, Waiver and Partial Release Re: Credit Agreement (herein the "Amendment") is entered into as of May 26, 2000 among AMCOL International Corporation (formerly known as American Colloid Company), a Delaware corporation (the "Company"), Harris Trust and Savings Bank in its capacity as Agent (the "Agent") and each of the Banks (collectively, the "Banks") party to the Credit Agreement (as such term is defined below). Preliminary Statements A. The Company, the Agent and the Banks entered into a Credit Agreement dated as of October 4, 1994 (as amended, the "Credit Agreement"). All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement. B. The Company has informed the Banks that the Company intends to sell certain assets and subsidiaries of the Company (collectively, the "Chemdal Assets and Subsidiaries") pursuant to that certain Asset and Stock Purchase Agreement dated as of November 22, 1999, between the Company and BASF Aktiengesellschaft (the sale of the Chemdal Assets and Subsidiaries being hereinafter referred to as the "Chemdal Transaction"). In order to permit the Chemdal Transaction, the Company has requested that the Banks make certain amendments to, waive certain sections of and release certain Guarantors under the Credit Agreement, and the Banks are willing to do so under the terms and conditions set forth in this Amendment. Now, therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: Section 1. Waiver. The Company has requested that the Banks waive any noncompliance with Section 7.10 of the Credit Agreement resulting from the consummation of the Chemdal Transaction and any distribution of the proceeds resulting from the Chemdal Transaction to the shareholders of the Company. Accordingly, the Banks hereby waive Section 7.10 of the Credit Agreement to the extent and only to the extent the same would prevent the sale of the Chemdal Assets and Subsidiaries as part of the Chemdal Transaction and any distribution of the proceeds resulting from the Chemdal Transaction to the shareholders of the Company; provided that this waiver shall not become effective unless and until the conditions precedent set forth in Section 4 have been satisfied. Section 2. Partial Release of Guaranties. In connection with the Chemdal Transaction, the Company has requested that the Banks release Chemdal Corporation, a wholly-owned Domestic Subsidiary of the Company, from its obligations under Section 1.9 of the Credit Agreement and from its obligations as a Guarantor under the Joint and Several Guaranty Agreement dated as of October 4, 1994 by the Guarantors (as defined in such Joint and Several Guaranty Agreement). Accordingly, the Banks hereby release Chemdal Corporation from such obligations; provided that (i) this partial release shall not become effective unless and until the conditions precedent set forth in Section 4 have been satisfied, and (ii) this partial release shall not in any manner affect the obligations of the other Guarantors hereunder. Furthermore, the Agent and each of the Banks hereby acknowledge and agree, for the benefit of the Company and BASF Aktiengesellschaft, that the Chemdal Assets and Subsidiaries (as defined above) are not subject to, and are hereby released from, any and all claims and liabilities of any kind arising under or in connection with the Credit Agreement, the Joint and Several Guaranty Agreement or any agreements, documents or instruments executed and delivered in connection therewith; provided, that this acknowledgment, agreement and release shall not become effective unless and until the conditions precedent set forth in Section 4 have been satisfied. Section 3. Amendments to Credit Agreement. Upon satisfaction of all of the conditions precedent specified in Section 4 of this Amendment, the Credit Agreement shall be amended as follows: Section 3.1. Exhibit B of the Credit Agreement shall be amended and restated in its entirety to read as set forth on Exhibit B attached hereto and made a part hereof. Section 3.2. Section 7.6 of the Credit Agreement shall be amended in its entirety and as so amended shall be restated to read as follows: Section 7.6. Consolidated Tangible Net Worth. The Company will at all times keep and maintain Consolidated Tangible Net Worth of not less than the sum of (a) $70,000,000.00 plus (b) 25% of Consolidated Net Income for each fiscal year of the Company ending after December 31, 1999 (i.e., commencing with the fiscal year ending December 31, 2000) for which such Consolidated Net Income is a positive number (i.e., there shall be no reduction to the amount of Consolidated Tangible Net Worth required to be maintained hereunder for any such period in which Consolidated Net Income is less than zero). For purposes of this Section, Consolidated Net Income shall not include the proceeds resulting from the Chemdal Transaction and any earnings reasonably allocable to the Chemdal Assets and Subsidiaries for the entire period during which the Chemdal Transaction occurred. Section 3.3. Subsections (f) and (h) of Section 7.15 of the Credit Agreement shall be deleted and the following subsections (f) and (h) shall be inserted in their stead: (f) investments in, and loans and advances to, Restricted Subsidiaries (other than Domestic Subsidiaries), provided such investments, loans and advances at any one time outstanding do not exceed the sum of (i) $50,000,000 plus (ii) the amount (if any) by which (A) $70,000,000 exceeds (B) the aggregate amount outstanding on investments, loans and advances permitted solely by virtue of subsection (h) of this Section; (h) any other investments, loans and advances not otherwise permitted by this Section in an aggregate amount not to exceed $70,000,000. Section 3.4. Section 7.17 of the Credit Agreement shall be amended in its entirety and as so amended shall be restated to read as follows: Section 7.17. Senior Funded Debt Ratio. The Company will not permit the Senior Funded Debt Ratio to exceed (i) 3.00 to 1.00 as of the end of each fiscal quarter of the Company through, but not including, December 31, 2000, and (ii) 2.50 to 1.00 as of the end of any fiscal quarter thereafter. Section 3.5. Section 1.7 of the Credit Agreement shall be amended in its entirety and as so amended shall be restated to read as follows: Section 1.7. Interest Rate Margin and Commitment Fee Adjustment. The applicable Eurocurrency Margin specified in Section 1.4(b) hereof and the commitment fee specified in Section 3.1 hereof shall be subject to quarterly adjustment (based upon the Funded Debt Ratio and the Senior Funded Debt Ratio for the quarter ending March 30, 2000) as follows (the margins from time to time applicable to the Eurocurrency Loans being hereinafter referred to as the "Applicable Eurocurrency Margin" and the commitment fee from time to time in effect being hereinafter referred to as the "Applicable Commitment Fee") with the Funded Debt Ratio and Senior Funded Debt Ratio being computed as in effect on the last day of each fiscal quarter: A. Applicable Eurocurrency Margin: If as of the last day of any fiscal quarter:
senior funded debt ratio Greater Less than or Less than or Less than or Less than is: than 3.00 equal to 3.00 equal to equal to 2.00 1.50 to 1.00 to 1.00 to 1.00 but 2.50 to 1.00 to 1.00 but and greater than but greater greater than 2.50 to 1.00 than 2.00 to 1.50 to 1.00 1.00 funded debt ratio is: Less than 25% .500% .375% .300% .250% .250% Equal to or greater than 25% but less than 45% .625% .500% .375% .300% .250% Equal to or greater than 45% but less than 60% .750% .625% .500% .375% .300% Greater than or equal to 60% .825% .750% .625% .500% .375%
B. Applicable Commitment Fee: If as of the last day of any fiscal quarter:
senior funded debt ratio Greater Less than or Less than or Less than or Less than is: than 3.00 equal to 3.00 equal to 2.50 equal to 2.00 1.50 to 1.00 to 1.00 to 1.00 but to 1.00 but to 1.00 but and greater than greater than greater than 2.50 to 1.00 2.00 to 1.00 1.50 to 1.00 funded debt ratio is: Less than 25% .200% .175% .150% .125% .100% Equal to or greater than 25% but less than 45% .200% .175% .150% .125% .100% Equal to or greater than 45% but less than 60% .200% .175% .150% .125% .100% Greater than or equal to 60% .200% .175% .150% .125% .100%
Not later than five Business Days after receipt by the Agent of the financial statements and the compliance certificate called for by Section 7.14 hereof for the applicable quarter, the Agent shall determine the Senior Funded Debt Ratio and the Funded Debt Ratio as of the close of the applicable period based on the information contained in such financial statements and compliance certificate and shall promptly notify the Company and the Banks of such determination and of any change in the Applicable Eurocurrency Margin and Applicable Commitment Fee resulting therefrom, any such change in the Applicable Eurocurrency Margin and Applicable Commitment Fee to be effective as of the date the Agent so notifies the Company, with such new Applicable Eurocurrency Margin and Applicable Commitment Fee to continue in effect until the effective date of the next quarterly redetermination in accordance with the foregoing. Each determination of the Senior Funded Debt Ratio, Funded Debt Ratio, Applicable Eurocurrency Margin and Applicable Commitment Fee by the Agent in accordance with this Section shall be conclusive and binding on the Company and the Banks absent manifest error. Section 3.6. Section 4 of the Credit Agreement shall be amended as follows: (a) the definition of "EBITDA" shall be amended in its entirety and as so amended shall be restated to read as follows: "EBITDA" means, with reference to any period, Consolidated Net Income for such period plus all amounts deducted in arriving at such Consolidated Net Income in respect of (i) Interest Expense for such period, plus (ii) federal, state and local income taxes for such period, plus (iii) all amounts properly charged for depreciation of fixed assets and amortization of intangible assets during such period on the books of the Company and its Restricted Subsidiaries; provided, however, that notwithstanding anything in this definition to the contrary: (a) non-cash gains and non-cash losses on sales or other dispositions of assets of the Company and its Subsidiaries outside the ordinary course of their business shall be given no effect in determining EBITDA; and (b) if a Divestiture occurs at any time during such period, EBITDA shall be calculated on a proforma basis to exclude earnings reasonably allocable to the divested Person or business, as the case may be, for the entire period as if such Divestiture had taken place on the first day of such period, all as reasonably calculated by the Company based on historical operations (including, but not limited to, operations conducted during such quarter) and reasonably calculated adjustments due to anticipated operational changes. Notwithstanding anything contained herein to the contrary, to the extent deducted in computing EBITDA for any period, the Fourth Quarter 1999 Charges shall be added back to each such computation of EBITDA for the relevant period. (b) the following new definitions shall be added in the appropriate alphabetical order: "Chemdal Transaction" means the sale of certain assets and Subsidiaries of the Company pursuant to that certain Asset and Stock Purchase Agreement dated as of November 22, 1999, between the Company and BASF Aktiengesellschaft. "Divestiture" means any transaction or series of related transactions, by which the Company or any of the Subsidiaries sells or otherwise disposes of (i) any going business, line of business or all or substantially all of the assets of any Subsidiary or (ii) any Subsidiary. "Fourth Quarter 1999 Charges" means up to $10,300,000 attributable to those certain non-recurring cash and non-cash charges incurred under the restructuring program of the Company in the relevant period during the Company's fiscal fourth quarter of 1999. Any foregoing cash and non-cash charges not classified as "restructuring charges" in accordance with GAAP must be one-time expenses reasonably deemed to have been incurred as a result of such restructuring program, and such expenses must be reported by the Company in reasonable detail in separate schedules accompanying the Compliance Certificates required by Section 7.14(F) hereof for each of the fiscal quarters in which such expenses are incurred. Section 4. Conditions Precedent. The effectiveness of the foregoing is subject to the satisfaction of all of the following conditions precedent: Section 4.1. The Company, the Agent and the Banks shall have executed this Amendment (such execution may be in several counterparts and the several parties hereto may execute on separate counterparts). Section 4.2. The Agent shall have received an executed Guarantors' Consent in the form attached hereto as Exhibit A. Section 4.3. The Banks shall have received copies (executed or certified as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Amendment and the other instruments and documents contemplated hereby and an opinion of counsel to the Company in a form satisfactory to the Banks. Section 4.4. Each of the representations and warranties set forth in Section 5 of the Credit Agreement shall be true and correct (except that the representations contained in Section 5.4 of the Credit Agreement shall be deemed to refer to the most recent financial statements of the Company delivered to the Banks pursuant to Section 7.14 of the Credit Agreement). The Company further represents and warrants that the Guarantors listed on the form of Guarantors' Consent attached hereto as Exhibit A constitute all of the Company's Domestic Subsidiaries existing as of the date hereof. Section 4.5. After giving effect to this Amendment, the Company shall be in full compliance with all of the terms and conditions of the Credit Agreement and no Event of Default or Default shall have occurred and be continuing thereunder. Section 4.6. The Company shall have consummated the Chemdal Transaction pursuant to that certain Asset and Stock Purchase Agreement dated as of November 22, 1999 between the Company, as seller, and BASF Aktiengesellschaft, as purchaser (the "Sale Agreement") and the Agent shall have received an executed counterpart of the Sale Agreement. Section 5. Miscellaneous. Section 5.1. Except as specifically modified, amended and waived herein the Credit Agreement shall continue in full force and effect. Reference to this specific Amendment need not be made in any note, document, letter, certificate, the Credit Agreement itself, the Revolving Credit Notes, the Guaranty Agreement or any communication issued or made pursuant to or with respect thereto, any reference to the Credit Agreement in any of such being sufficient to refer to the Credit Agreement as amended hereby. Section 5.2. The Company shall pay all fees and expenses (including attorneys' fees) incurred by Harris Trust and Savings Bank and its counsel incurred in connection with the drafting and preparation, and supervision of legal matters in connection with this Amendment. The Company shall also provide to the Agent within thirty (30) days of the consummation of the Chemdal Transaction a Compliance Certificate in the form set forth in Exhibit C of the Credit Agreement, certified by the chief financial officer of the Company, reflecting the condition of the Company and showing compliance with certain covenants of the Credit Agreement as in effect immediately following the consummation of the Chemdal Transaction. Section 5.3. This Amendment may be executed in any number of counterparts, and by the different parties on different counterparts, all of which taken together shall constitute one and the same Agreement. Any of the parties hereto may execute this Amendment by signing any such counterpart and each of such counterparts shall for all purposes be deemed to be an original. This Amendment shall be governed by the internal laws of the State of Illinois. Dated as of this 26th day of May, 2000. AMCOL International Corporation (formerly known as American Colloid Company) By /s/ Paul G. Shelton Its Senior Vice President & Chief Financial Officer Accepted and agreed to as of the day and year last above written. Harris Trust and Savings Bank, individually and as Agent By /s/ Edward Klinger Its Vice President Bank One, NA (formerly known as The First National Bank of Chicago) By /s/ Scott P. Moreen Its Vice President LaSalle National Bank By /s/ Richard Bott Its Senior Vice President The Northern Trust Company By /s/ Olga Georgiev Its Vice President Bank of America, NA By /s/ Daniel Lange Its Vice President EX-27 3 0003.txt FDS
5 0000813621 AMCOL International Corporation 1,000 USD 6-MOS DEC-1-2000 JAN-1-2000 JUN-30-2000 1.00 6,189 240,571 64,212 2,635 31,437 350,498 193,849 109,235 451,522 250,657 0 0 0 320 0 451,522 140,564 140,564 105,921 131,989 51 0 1,572 10,191 3,929 6,413 321,637 443 0 327,607 12.13 .50
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