Amended Statement of Ownership: Solicitation (sc 14d9/a)
May 02 2014 - 8:40AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
Amendment No. 3
AMCOL
INTERNATIONAL CORPORATION
(Name of Subject Company)
AMCOL INTERNATIONAL CORPORATION
(Name of Persons Filing Statement)
Common Stock,
par value $0.01 per share
(Title of Class of Securities)
02341W103
(CUSIP Number
of Class of Securities)
Ryan McKendrick
Chief Executive Officer
AMCOL International Corporation
2870 Forbs Avenue
Hoffman Estates, Illinois 60192
(847) 851-1500
(Name,
address and telephone numbers of person authorized to receive notice and communications
on behalf of the persons filing statement)
With copies to:
R. Scott Falk, P.C.
Richard M. Brand
Kirkland & Ellis LLP
300 North LaSalle
Chicago, IL 60654
(312) 862-2000
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Amendment No. 3 (
Amendment No. 3
) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the Securities and Exchange Commission (the
SEC
) on March 21, 2014, as amended by Amendment No. 1 thereto filed with the SEC on April 7,
2014 and Amendment No. 2 thereto filed with the SEC on April 18, 2014 (as the same may further be amended or supplemented from time to time, the
Schedule 14D-9
) by AMCOL International Corporation, a Delaware
corporation (the
Company
), relating to the tender offer by MA Acquisition Inc. (
Purchaser
), a Delaware corporation and a wholly owned subsidiary of Minerals Technologies Inc. (
Parent
), a
Delaware corporation, disclosed in the Tender Offer Statement on Schedule TO filed by Purchaser and Parent with the SEC on March 21, 2014, Amendment No. 1 thereto filed with the SEC on April 7, 2014, Amendment No. 2 thereto filed
with the SEC on April 10, 2014, Amendment No. 3 thereto filed with the SEC on April 18, 2014 and Amendment No. 4 thereto filed with the SEC on April 28, 2014 (together with the exhibits thereto, as may be amended or
supplemented from time to time, the
Schedule TO
), pursuant to which Purchaser has offered to purchase all of the Companys outstanding common stock, par value of $0.01 per share (the
Shares
), at a price of
$45.75 per Share, net to the seller in cash, without interest (the
Offer Price
), less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase of Parent and Purchaser, dated
March 21, 2014 (as it may be amended or supplemented, the
Offer to Purchase
), and in the related Letter of Transmittal (as it may be amended or supplemented, the
Letter of Transmittal
and, together with the
Offer to Purchase, the
Offer
). The Offer to Purchase and Letter of Transmittal are filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule 14D-9, respectively.
Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference
as relevant to items in this Amendment No. 3. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Schedule 14D-9.
Item 8. Additional Information to be Furnished.
1. Item 8,
Additional Information to be Furnished
is hereby amended and supplemented by inserting the following subsection at the end
of such Item 8:
Second Extension of the Offer.
On May 2, 2014, Purchaser extended the Offer in accordance with the Merger Agreement until 9:00 A.M., New York City time, on
May 9, 2014, unless further extended or terminated. The Offer was extended because the regulatory condition to the Offer was not satisfied by the previously scheduled expiration date of the Offer.
American Stock Transfer & Trust Company, LLC, the depositary for the Offer, advised that as of midnight, New York City time, at the
end of the day on May 1, 2014, approximately 24,023,546 Shares had been validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 73.7 percent of the currently issued and outstanding Shares. In addition, as of
such time, Notices of Guaranteed Delivery had been delivered for 104,185 Shares, representing approximately 0.3 percent of the currently issued and outstanding Shares.
The press release announcing the extension of the Offer, issued by Minerals Technologies Inc. on May 2, 2014, is filed as Exhibit
(a)(5)(D) hereto, and is incorporated herein by reference.
Item 9. Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibits:
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(a)(5)(D)
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Press Release issued by MTI, dated May 2, 2014 (incorporated herein by reference to Exhibit (a)(5)(H) to Amendment No. 5 to the Schedule TO of MTI and Purchaser filed on May 2, 2014).
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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 hereunto duly authorized.
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AMCOL INTERNATIONAL CORPORATION
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By:
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/s/ Ryan F. McKendrick
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Ryan F. McKendrick
President and Chief
Executive Officer
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May 2, 2014
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