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. 5
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. 5 (
Amendment No. 4
) 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, Amendment No. 2 thereto filed with the SEC on April 18, 2014, Amendment No. 3 thereto filed with the SEC on May 2, 2014 and Amendment No. 4 thereto filed with the SEC on May 8, 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, Amendment No. 4 thereto filed with the SEC on April 28, 2014, Amendment No. 5 thereto filed with the SEC on May 2, 2014 and Amendment No. 6 thereto filed with the SEC on May 8, 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. 5. 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:
Final Results of the Offer and Completion of the Merger.
At 9:00 a.m., New York City time, on May 9, 2014, the Offer expired as scheduled. The Offer was not extended. American Stock
Transfer & Trust Company, LLC, the depositary for the Offer, has advised Purchaser that, as of the expiration of the Offer, a total of 28,487,106 Shares were validly tendered and not validly withdrawn pursuant to the Offer, representing
approximately 87.4% of the currently issued and outstanding Shares. As a result, the Minimum Condition (as defined in the Merger Agreement) has been satisfied. In addition, American Stock Transfer & Trust Company, LLC has also advised
Purchaser that, as of such time, Notices of Guaranteed Delivery had been delivered for 282,902 Shares, representing approximately 0.8% of the currently issued and outstanding Shares. All Shares that were validly tendered and not validly withdrawn
pursuant to the Offer have been accepted for payment.
Following the expiration of the Offer and acceptance for payment of the Shares on
May 9, 2014, MTI consummated the Merger pursuant to the terms of the Merger Agreement and without a meeting of the Companys stockholders pursuant to
Section 251(h) of the DGCL. Pursuant to the Merger Agreement, at the Effective
Time, the Purchaser was merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of MTI. At the Effective Time, each Share
issued and outstanding immediately prior to the Effective Time, other than (i) Shares held by the Company as treasury stock or owned by MTI or the Purchaser, all of which were canceled, and
(ii) Shares owned by stockholders of the Company who or which were entitled to demand, and who properly demanded, appraisal rights pursuant to Section 262 of the DGCL, was converted into the right to receive an amount in cash equal to the
Offer Price, less any applicable withholding tax. The Shares will no longer be listed on the New York Stock Exchange.
On May 9,
2014, MTI issued press releases announcing (i) the expiration and results of the Offer and (ii) the consummation of the Merger. The press releases are filed as Exhibits (a)(5)(E) and (a)(5)(F) hereto and are 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)(E)
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Press Release issued by MTI, dated May 9, 2014 (incorporated herein by reference to Exhibit (a)(5)(I) to Amendment No. 7 to the Schedule TO of MTI and Purchaser filed on May 9, 2014).
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(a)(5)(F)
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Press Release issued by MTI, dated May 9, 2014 (incorporated herein by reference to Exhibit (a)(5)(J) to Amendment No. 7 to the Schedule TO of MTI and Purchaser filed on May 9, 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 9, 2014
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