UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 1126, 2014

AMCOL INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		10-~~14447~~15661		36-0724340
State of Other Jurisdiction of Incorporation		Commission File Number		I.R.S. Employer Identification Number

2870 Forbs Avenue

Hoffman Estates, IL 60192

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (847) 851-1500

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 (see General Instruction A.2.):

¨ Written ~~communication~~communications pursuant to Rule ~~425~~45 under the Securities Act (17 CFR 230.425)

¨ Soliciting ~~material~~materials 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))

~~Item~~ITEM 1.01. Entry into a Material Definitive Agreement.

On February 1126, 2014, AMCOL International Corporation, a Delaware corporation (the “Company”), entered into anAmendment No. 1 to Agreement and Plan of Merger (~~the~~ “~~Merger~~Amendment ~~Agreement~~No. 1”) with Imerys SA, a corporation organized under the laws of France (“~~Imerys~~Parent”), and Imerys Minerals Delaware, Inc., a Delaware corporation and an indirect wholly owned subsidiary of ~~Imerys~~Parent (“Purchaser”). Under the terms of the Agreement and Plan of Merger (“Merger Agreement”), dated as of February 11, 2014, by and among Parent, Purchaser and the Company, on February 20, 2014, Purchaser commenced a tender offer to purchase all of the Company’s outstanding shares of common stock, par value $0.01 per share (the “Shares”). Under the terms of Amendment No. 1, the Offer Price (as such term is defined in the Merger Agreement) was increased from $41.00 per Share, net to the seller in cash, without interest, to $42.75 per Share, net to the seller in cash, without interest.

~~The~~Other ~~Offer~~than as expressly modified pursuant to Amendment No. 1, the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on February 12, 2014, remains in full force and effect as originally executed on February 11, 2014. The preceding ~~Merger~~summary is qualified in its entirety by reference to Amendment No. 1, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

~~Pursuant~~Capitalized toterms ~~the~~used ~~Merger~~but ~~Agreement,~~not ~~and~~defined ~~upon~~herein ~~the~~have ~~terms and subject to~~ the ~~conditions~~meanings ~~described~~ascribed ~~therein, Purchaser has agreed~~ to ~~commence~~such ~~a cash~~terms ~~tender~~in ~~offer (~~the ~~“Offer”), within ten business days following the date of the~~ Merger Agreement~~, for all of the Company’s outstanding shares of common stock, par value $0~~.01 ~~per share (the “Shares”), at a purchase price of $41.00 per Share, net to the seller in cash, without interest.~~

~~The~~ITEM obligation of the Purchaser to consummate the Offer is subject to the condition that there be validly tendered in accordance with the terms of the Offer and not validly withdrawn prior to the expiration date of the Offer that number of Shares that, when added to the Shares then owned by Purchaser, would represent one Share more than one-half (1/2) of the sum of (i) all Shares then outstanding and (ii) all Shares that the Company may be required to issue upon the vesting (including vesting solely as a result of the consummation of the Offer), conversion, settlement or exercise of all then outstanding warrants, options, obligations or securities convertible or exchangeable into Shares, or other rights to acquire or be issued Shares (including all then outstanding options, restricted stock units and Shares subject to specified vesting criteria), regardless of the conversion or exercise price or other terms and conditions thereof7.01 ~~The~~Regulation ~~consummation~~FD of the Offer is also subject to the satisfaction of other customary conditions, including the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amendedDisclosure. ~~Consummation of the Offer is not subject to any financing condition.~~

AsOn ~~soon~~February 26, ~~as practicable following the completion of the Offer and subject to the satisfaction or waiver of the remaining conditions set forth in the Merger Agreement~~2014, ~~Purchaser will be merged with and into~~ the Company ~~(the~~issued ~~“Merger”),~~a ~~with~~press ~~the~~release ~~Company~~announcing ~~continuing as~~ the execution ~~surviving corporation and an indirect wholly owned subsidiary~~ of ~~Imerys.~~Amendment ~~The Merger will be governed by Section~~No. ~~251(h)~~1. ofA ~~the~~copy ~~General Corporation Law~~ of the ~~State~~press ofrelease ~~Delaware,~~is ~~with~~furnished noas ~~stockholder~~Exhibit ~~vote required to consummate the Merger~~99.1 ~~At the effective time of the Merger, each Share issued~~ and ~~outstanding~~incorporated ~~immediately~~herein ~~prior to such effective time (other than (i) Shares then owned~~ by the Company, Imerys or Purchaser and (ii) Shares that are held by any stockholder who properly demands appraisal in connection with the Merger) will cease to be issued and outstanding, will be canceled, will cease to exist and will be converted into the right to receive an amount in cash equal to the same amount in cash per Share that is paid pursuant to the Offer, without interest, less any applicable withholding taxesreference.

NoITEM ~~Shop~~9.01 ~~Provisions~~Financial Statements and Exhibits.

(d) The ~~Company~~following ~~has~~exhibits ~~agreed~~are ~~to certain~~furnished ~~restrictions, subject to certain exceptions described below, on its ability to solicit, initiate or encourage an alternative acquisition proposal, to furnish any person~~ with non-public information about the Company or to enter into or participate in discussions or negotiations regarding an alternative acquisition proposal. These restrictions will continue until the earlier to occur of the termination of the Merger Agreement pursuant to its terms and the time at which the Offer is consummated. Notwithstanding this ~~limitation,~~document: prior to any acceptance by the Purchaser of Shares pursuant to the Offer, the Company may under certain circumstances provide information to third parties and participate in discussions and negotiations with respect to any unsolicited alternative acquisition proposal that the Company’s board of directors has determined constitutes or could reasonably be expected to lead to a “Superior Proposal” (which is generally defined to refer to a bona fide written acquisition proposal that the board of directors of the Company determines, in its good faith judgment, after consultation with its outside legal counsel and financial advisor, is (i) more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by the Merger Agreement, taking into account all legal, financial, regulatory and other factors, and (ii) is reasonably likely to be consummated).

Termination and Termination Fees


Exhibit Number		Description

2.1		Amendment No. 1 to Agreement and Plan of Merger, dated February 26, 2014, by and among Imerys SA, Imerys Minerals Delaware, Inc., and AMCOL International Corporation.

99.1		Press Release of AMCOL International Corporation, dated February 26, 2014.

The Merger Agreement contains certain termination rights for both the Company and Imerys, including, among others, if the transactions contemplated by the Merger Agreement are not consummated on or before August 11, 2014 or if the Company terminates the Merger Agreement in compliance with its terms in order to accept a Superior Proposal. Upon termination of the Merger Agreement under specified circumstances, including in the event of a termination by the Company in order to accept a Superior Proposal, the Company has agreed to pay Imerys a termination fee of $39,000,000, which is equal to approximately 2.9% of the equity value of the transaction.

Other Terms

The Merger Agreement contains representations, warranties and covenants of the parties customary for a transaction of this type, including, without limitation, covenants regarding the conduct of the business of the Company.

The board of directors of the Company unanimously (i) adopted and declared the advisability of the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement (the Offer, the Merger and the other transactions contemplated by this Agreement, collectively, the “Transactions”), (ii) declared that it is in the best interests of the Company and the stockholders of the Company (other than Imerys and its subsidiaries) that the Company enter into the Merger Agreement and consummate the Transactions and that the stockholders of the Company tender their Shares pursuant to the Offer, (iii) declared that the terms of the Offer and the Merger are fair to the Company and the Company’s stockholders (other than Imerys and its subsidiaries) and (iv) resolved to recommend that the Company’s stockholders accept the Offer and tender their Shares pursuant to the Offer. The boards of directors of Parent and Purchaser have each approved the Transactions.

The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement filed herewith as Exhibit 2.1, which is incorporated herein by reference. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Purchaser or Imerys, their respective businesses, or the actual conduct of their respective businesses during the period prior to the consummation of the Merger. The Merger Agreement contains representations and warranties that are the product of negotiations among the parties thereto and that the parties made to, and solely for the benefit of, each other as of specified dates. The assertions embodied in those representations and warranties are subject to qualifications and limitations agreed to by the respective parties and are also qualified in important part by confidential disclosure schedules delivered in connection with the Merger Agreement. The representations and warranties may have been made for the purpose of allocating contractual risk between the parties to the agreements instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.

Item 7.01. Regulation FD Disclosure.

On February 12, 2014, the Company issued the press release announcing the execution of the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto.

Forward-Looking Statements

This communication contains certain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Such forward-looking statements include the ability of ~~Imerys~~Parent and the Company to complete the transactions contemplated by the Merger Agreement and Amendment No. 1, including the parties’ ability to satisfy the conditions to the consummation of the Offer and the other conditions set forth in the Merger Agreement and Amendment No. 1 and the possibility of any termination of the Merger Agreement and Amendment No. 1. The forward-looking statements contained in this document are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Actual results may differ materially from current expectations because of risks associated with uncertainties as to the timing of the Offer and the subsequent Merger; uncertainties as to how many of the Company’s stockholders will tender their Shares in the Offer; the possibility that competing offers or acquisition proposals will be made; the possibility that various conditions to the consummation of the Offer or the Merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Offer or the Merger; the effects of disruption from the transactions on the Company’s business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees, suppliers and other business partners; the risk that stockholder litigation in connection with the Offer or the Merger may result in significant costs of defense, indemnification and liability; other risks and uncertainties pertaining to the business of the Company detailed in its filings with the Securities and Exchange Commission (the “SEC”) from time to time, including the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2012. The reader is cautioned not to rely unduly on these forward-looking statements. Imerys and the Company expressly disclaim any intent or obligation to update or revise publicly these forward-looking statements except as required by law.

business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees, suppliers and other business partners; the risk that stockholder litigation in connection with the Offer or the Merger may result in significant costs of defense, indemnification and liability; other risks and uncertainties pertaining to the business of the Company detailed in its filings with the Securities and Exchange Commission (the “SEC”) from time to time, including the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2012. The reader is cautioned not to rely unduly on these forward-looking statements. Parent and the Company expressly disclaim any intent or obligation to update or revise publicly these forward-looking statements except as required by law.

Additional Information and Where to Find It

~~The Offer has not yet commenced.~~ This communication is not an offer to buy nor a solicitation of an offer to sell any securities of the Company. The solicitation and the offer to buy Shares ~~will~~are ~~only~~being be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials, ~~that~~filed by Purchaser, ~~intends~~and toParent ~~file~~ with the SEC on February 20, 2014, as subsequently supplemented and amended. In addition, on February 20, 2014 the Company ~~will~~filed ~~file~~ with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer, which has been subsequently amended. The Company and ~~Imerys~~Parent ~~intend~~have tomailed ~~mail~~ these documents to the Company’s stockholders. In addition, ~~once filed,~~ investors ~~will~~may ~~be able to~~ obtain the tender offer statement on Schedule TO, the offer to purchase, the Solicitation/Recommendation Statement of the Company on Schedule 14D-9 and related materials with respect to the Offer and the Merger free of charge at the SEC’s website at www.sec.gov. Investors may also obtain, at no charge, any such documents filed with or furnished to the SEC by the Company under the “Investors” section of the Company’s website at www.amcol.com. Investors are advised to read these documents ~~when they become available~~, including the Solicitation/Recommendation Statement of the Company and any amendments thereto, as well as any other documents relating to the Offer and the Merger that are filed with the SEC, carefully and in their entirety prior to making any decision with respect to the Offer because they contain important information, including the terms and conditions of the Offer.

~~Item~~3 ~~9.01 Financial Statements and Exhibits~~

~~(d)~~SIGNATURE ~~Exhibits~~

ExhibitNo.		Description
2.1		Agreement and Plan of Merger, dated as of February 11, 2014, by and among Imerys SA, Imerys Minerals Delaware, Inc. and AMCOL International Corporation
99.1		Press Release, dated February 12, 2014

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.

AMCOL INTERNATIONAL CORPORATION By: /s/ Ryan F. McKendrick Ryan F. McKendrick President and Chief Executive Officer


	AMCOL INTERNATIONAL CORPORATION

Date: February 27, 2014	By:	/s/ Ryan F. McKendrick
		Ryan F. McKendrick President and Chief Executive Officer

~~February 12,~~4 ~~2014~~

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