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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): November 10, 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Purchase Agreement
On November 10, 2006, CETCO Oilfield Services Company ("COSCO"), a
Delaware corporation and wholly-owned subsidiary of AMCOL International
Corporation (the "Company") entered into, an Asset Purchase Agreement (the
"Purchase Agreement") with Nitrogen Specialty Company, L.L.C., a Louisiana
limited liability company ("NSC") and the members of NSC, pursuant to which
COSCO purchased substantially all the assets, and assumed certain liabilities,
of NSC related to or used in the nitrogen pumping, nitrogen delivery and other
related services in the oil and gas pipeline, petrochemical and refining
industries (the "Acquisition"), for an aggregate purchase price of $33.7 million
in cash. The Acquisition was completed simultaneously with entry into the
Purchase Agreement, and was effective as of 12:01 a.m., Central Time, on
November 10, 2006.
The Purchase Agreement contains representations and warranties.
The foregoing description of the Purchase Agreement does not purport to
be complete and is qualified in its entirety by reference to the Purchase
Agreement, a copy of which is attached hereto as Exhibit 10.1 and which is
incorporated herein by reference. The Purchase Agreement is included as an
exhibit and incorporated herein by reference to provide information regarding
its terms. Except for its status as the contractual document between the parties
with respect to the transactions described therein, it is not intended to
provide factual information about the parties. The representation and warranties
contained in the Purchase Agreement were made only for purposes of the Purchase
Agreement and as of specific dates, were solely for the benefit of the parties
to the Purchase Agreement, and may be subject to limitations agreed by the
parties, including being qualified by disclosures between the parties. These
representations and warranties may have been made for the purposes of allocating
contractual risk between the parties to the Purchase Agreement instead of
establishing these matters as facts, and may be subject to standards of
materiality applicable to the parties that differ from those applicable to
investors. Accordingly, they should not be relied on by investors as statements
of factual information.
ITEM 8.01 OTHER EVENTS
On November 10, 2006, the Company issued a press release announcing the
Acquisition, which press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
10.1 Asset Purchase Agreement, dated as of November 10, 2006.
99.1 Press Release, dated November 10, 2006.
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: November 13, 2006 By: /s/ Gary L. Castagna
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Gary L. Castagna
Senior Vice President and
Chief Financial Officer