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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 24, 2006
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AMCOL INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-15661 36-0724340
State of Other Jurisdiction Commission I.R.S. Employer
of Incorporation File Number Identification Number
One North Arlington, 1500 West Shure Drive, Suite 500
Arlington Heights, IL 60004-7803
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 394-8730
Not Applicable
(Former name or former address, if changed since last report)
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:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material 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))
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ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) DISMISSAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
On March 24, 2006, the Audit Committee of the Board of Directors of
AMCOL International Corporation (the "Company") approved the dismissal of
KPMG LLP ("KPMG") as the Company's independent registered public accounting
firm, effective immediately.
The audit reports of KPMG on the consolidated financial statements of
the Company and subsidiaries as of and for the years ended December 31,
2005 and 2004 did not contain an adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope or
accounting principles, except that the audit reports for 2005 and 2004
contained an explanatory paragraph with respect to the Company changing its
method of accounting for stock-based compensation effective January 1,
2003.
The audit report of KPMG on management's assessment of the
effectiveness of internal control over financial reporting and the
effectiveness of internal control over financial reporting as of December
31, 2005 did not contain an adverse opinion or disclaimer of opinion, and
was not qualified or modified as to uncertainty, audit scope or accounting
principles.
The audit report of KPMG on management's assessment of the
effectiveness of internal control over financial reporting as of December
31, 2004 was unqualified and its audit report on the effectiveness of
internal control over financial reporting as of December 31, 2004 contained
an adverse opinion indicating that the Company did not maintain effective
internal control over financial reporting as of December 31, 2004 because
of the effect of a material weakness in the design of internal controls,
which did not address the financial statement accounting considerations
arising from income tax matters, or the timing of recording of changes in
accounting estimates relating to income taxes of foreign subsidiaries. The
effect was further explained in the report as follows:
"This control weakness resulted in material errors in the
accounting for income taxes, which were identified during the course of
the 2004 audit. The material errors led to (i) a restatement of the
financial results for the interim periods ended September 30, 2004 in
order to both recognize the expected federal income tax refunds
relating to certain deductions and credits claimed in amended tax
returns filed in September 2004 as well as correct the deferred income
tax assets and income taxes payable recorded by a wholly-owned Company
subsidiary in the United Kingdom and (ii) a restatement of beginning
retained earnings for the year ended December 31, 2001 to reflect the
estimate of the refund resulting from certain state tax deductions
claimed in amended tax returns filed in September 2004."
In connection with the audits of the two fiscal years ended December
31, 2005, and through March 24, 2006, there were no disagreements with KPMG
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements, if not
resolved to the satisfaction of KPMG, would have caused KPMG to make
reference to the subject matter of the disagreements in its reports for
such periods.
In connection with the audits of the two fiscal years ended December
31, 2005, and through March 24, 2006, there have been no reportable events
(as defined in Item 304(a)(1)(v)) of Regulation S-K) except that KPMG
advised the Company of the material weakness as explained in KPMG's report
on management's assessment of the effectiveness of internal control over
financial reporting and the effectiveness of internal control over
financial reporting as of December 31, 2004 as described above. The subject
matter of the material weakness was discussed by the Company's management
and the Audit Committee of the Board of Directors of the Company with KPMG.
The Company has authorized KPMG to respond fully to the inquiries of the
Company's successor accountant, Ernst & Young LLP, concerning the subject
matter of the material weakness.
The Company has provided KPMG with a copy of the above disclosure prior
to its filing with the Securities and Exchange Commission (the "SEC") and
has requested that KPMG furnish it with a letter addressed to the SEC
stating whether it agrees with the above statements and, if not, stating
the respects in which it does not agree. A copy of KPMG's letter dated
March 29, 2006 stating that it agrees with the above statements is attached
as Exhibit 16.1 to this Current Report on Form 8-K and is filed herewith.
(b) ENGAGEMENT OF NEW INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
On March 24, 2006, the Audit Committee approved the engagement of Ernst
& Young LLP ("E&Y") to serve as its independent registered public
accounting firm, effective immediately. During the two years ended December
31, 2005 and 2004 and through March 24, 2006, neither the Company nor
anyone on its behalf consulted with E&Y with respect to any of the matters
or reportable events set forth in Item 304(a)(2)(i) and (ii) of Regulation
S-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
16.1 Letter from KPMG LLP dated March 29, 2006, addressed to the
Securities and Exchange Commission.
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 29, 2006 By: /s/ Gary L. Castagna
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Gary L. Castagna
Senior Vice President and
Chief Financial Officer