Based on what I've read of the 12-g: 1) the dstribution ratio is not set yet, it might not be 1 to 1
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 more.
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 them.
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. Comments? OneG
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.
I'm 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 gain.
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.
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 nine 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 transactions contemplated by the distribution, including the additional capital contribution from AMCOL, had been completed as of the beginning of the respective periods, and include all material adjustments necessary to restate Nanocor's historical results. The adjustments required to reflect such transactions are set forth in the "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: "Nanocor after the distribution
Capital contribution from AMCOL effected through forgiveness of intercompany loans and advances......... $ 25,764" OneG