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AMCOL International Corporation Message Board

  • OneOfTheGoodOnes OneOfTheGoodOnes Nov 6, 2000 2:04 AM Flag

    Nanocor spin off

    Based on what I've read of the 12-g:
    1) the
    dstribution ratio is not set yet, it might not be 1 to

    2) if Nanocor is successful, we could have to wait a
    couple years to see if Nanocor succeeds.

    3) not
    sure what a "development stage" company is. Possibly
    there are some material accounting differences that are
    likely to be apparent at the stockholder level. I
    suspect not but I'm curious.

    4) advances from
    Amcol to Nanocor consist of forgiveness of Nanocor's
    debt to Amcol. Future Amcol contributions will be, I
    suspect, mostly bookkeeping reconciliations of expenses
    and of no significant long-term significance.
    Otherwise, Amcol would have to actually buy an equity stake
    in Nanocor, directly and not on the open market.
    That might happen, I don't know.

    5) Someone
    asked about the 1 cent stock value item. That's "par
    value" and has no meaning to us.

    6) Preferred
    stock rights are of value only in event of a hostile
    takeover, part of the "poison pill". Appears the same is
    probably true of the preferred stock. It won't be issued,
    if ever, until there's a hostile takeover or
    Nanocor's success makes the stock valuable enough to allow
    Nanocor to raise enough capital to justify the common
    stock dilution that would result.

    7) I want to
    know more about the joint development ventures & how
    far along in "the time-to-market for commercial
    products utilizing Nanomers to be between two & three
    years" they are.

    8) who mines the ore? 29
    employees surprised me. I presumed there would be many

    9) the following web sites, I found many more in a
    simple web search on "nanomers" suggest to me that the
    12-g & Amcol's representations about nanomers aren't a
    pipe dream or an attempt by management to line its
    pocket at our expense. I don't pretend to understand the
    chemistry, it does appear that there is some real interest
    in nanomers & many possible applications for

    I'm going to hold this & be prepared to buy some
    after the distribution, sit on it & wait. The risk
    should be low & the growth, if it works, steady which is
    why I bought Amcol in the first place.

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    • Re: Nanocor

      Wanna get N?

    • I don't know of any further comments from JPM or
      other brokers.

      Nanocor's web site today shows
      the production capabilities of the Aberdeen MS plant
      are 40 millions pounds of clay a year. I don't know
      how much more that is than their current annualized
      production but I'm going to ask Nanocor. I'll also ask what
      that 40M translates into finished product. These will
      be estimates, of course, and they might not give us
      the figures for legal or other reasons.

      guessing , that's guessing, it might take another month to
      hear anything more from Nanocor about this. I'm hoping
      the distribution is in 2001 so I can defer the


    • Has the JPM analyst made no further comment or update on ACO since September?

    • From the 12-G: "AMCOL intends to make a cash
      capital contribution of $_____ in connection with the
      distribution. This
      contribution is expected to provide for
      Nanocor's cash requirements for _____ months." In other
      words, Nanocor would need to start with money to cover
      expenses until such time as it can earn more, or raise
      funds by debt or stock offerings of some kind. This
      money will come from AMCOL, and would be considered in
      the price a buyer would pay for AMCOL.

      • 1 Reply to algo41
      • You could well be correct, Algo, I've never been
        through one of these before. It does indeed say "cash".
        The 12-G also reads on page 16:

        "The unaudited
        Pro Forma Statements of Operations of Nanocor for the
        months ended September 30, 2000 and for the year ended
        December 31, 1999 present
        the pro forma results of
        operations of Nanocor assuming that the
        contemplated by the distribution, including the additional
        capital contribution
        from AMCOL, had been completed as
        of the beginning of the respective periods,
        include all material adjustments necessary to restate
        Nanocor's historical
        results. The adjustments required
        to reflect such transactions are set forth in
        "Pro Forma Adjustments" column.

        As I read that,
        the contribution of additional capital - cash- might
        not have happened yet but is reflected in the
        financial statements. I take the $_____ to be the
        placeholder for refining the final $$ amount. That refinement
        will be needed because tyhe bookkeeping is too complex
        and the $25,000 figure is an estimate. "bookkeeping"
        is perhaps a poor characterization on my part, I
        mean simply that we shouldn't expect cash or assets
        other than what's in the pro forma statements and that
        the contribution is being made to adjust Amcol &&
        Nanaocor's asset, liability, equity accounts. I hope I'm
        wrong, I'm just trying to be cautious.

        From page
        45, the pro forma financial statements:
        after the distribution

        Capital contribution from
        AMCOL effected through forgiveness of intercompany
        loans and advances......... $ 25,764"