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Nanocor Inc – ‘10-12G’ on 10/31/00

On: Tuesday, 10/31/00, at 5:21pm ET · Accession #: 1126911-0-1 · File #: 0-31875

  As Of                Filer                Filing    For·On·As Docs:Size

10/31/00  Nanocor Inc                       10-12G                 3:173K

Registration of Securities (General Form) — Form 10
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12G      Form 10                                               71    272K 
 2: EX-27       Financial Data Schedule                                1      6K 
 3: EX-27       Financial Data Schedule                                1      6K

10-12G — Form 10
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Anti-Takeover Effects of Our Charter and By Laws and Delaware Law Background and Reasons for the Distribution Business Certain Relationships and Related Transactions Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Description of Capital Stock Description of Registrant's Securities to be Registered Directors and Executive Officers Distribution, The Dividend Policy Employee Benefit Plans Executive Compensation Executive Officers and Directors Financial Information Financial Statements and Exhibits Financial Statements and Supplementary Data Forward-looking statements If plastic nanocomposites do not achieve widespread commercial acceptance, Nanocor will not be able to sell its Nanomer products and its ability to increase revenues would be harmed Indemnification of Directors and Executive Officers and Limitation of Liability Indemnification of Directors and Officers Independent Auditors' Report Index to Financial Statements and Financial Statement Schedules Legal Proceedings Management Management's Discussion and Analysis of Financial Condition and Results of Operations Market Price of and Dividends on the Registrant's Securities to be Registered Nanocor is subject to competition from better-capitalized companies and Nanocor believes this competition will increase over time Nanocor's financial information may not be representative of its results as a separate company Ownership of Nanocor Common Stock Preferred Stock Rights Plan Pro Forma Financial Information Properties Recent Sales of Unregistered Securities Relationship Between AMCOL and Nanocor Risk Factors Security Ownership of Certain Beneficial Owners and Management Selected Financial Data Summary The Distribution U.S. Federal Income Tax Consequences of the Distribution Where You Can Find More Information
1	1st Page - Filing Submission
2	Item 1. Business
"	Item 2. Financial Information
"	Item 3. Properties
"	Item 4. Security Ownership of Certain Beneficial Owners and Management
"	Item 5. Directors and Executive Officers
"	Item 6. Executive Compensation
"	Item 7. Certain Relationships and Related Transactions
"	Item 8. Legal Proceedings
3	Item 9. Market Price of and Dividends on the Registrant's Securities to be Registered
"	Item 10. Recent Sales of Unregistered Securities
"	Item 11. Description of Registrant's Securities to be Registered
"	Item 12. Indemnification of Directors and Officers
"	Item 13. Financial Statements and Supplementary Data
"	Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
"	Item 15. Financial Statements and Exhibits
11	Summary
13	Risk Factors
"	If plastic nanocomposites do not achieve widespread commercial acceptance, Nanocor will not be able to sell its Nanomer products and its ability to increase revenues would be harmed
15	Nanocor is subject to competition from better-capitalized companies and Nanocor believes this competition will increase over time
17	Nanocor's financial information may not be representative of its results as a separate company
19	Forward-looking statements
"	The Distribution
20	Background and Reasons for the Distribution
21	U.S. Federal Income Tax Consequences of the Distribution
23	Pro Forma Financial Information
28	Selected Financial Data
29	Management's Discussion and Analysis of Financial Condition and Results of Operations
38	Management
"	Executive Officers and Directors
42	Employee Benefit Plans
44	Indemnification of Directors and Executive Officers and Limitation of Liability
45	Ownership of Nanocor Common Stock
47	Relationship Between AMCOL and Nanocor
49	Dividend Policy
"	Description of Capital Stock
50	Anti-Takeover Effects of Our Charter and By Laws and Delaware Law
52	Preferred Stock Rights Plan
55	Where You Can Find More Information
56	Index to Financial Statements and Financial Statement Schedules
57	Independent Auditors' Report

10-12G 1st Page of 71 TOC ↑Top Previous Next ↓Bottom Just 1st
 
As filed with the Securities and Exchange Commission on October 31, 2000
 Registration No. __________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM 10
 General Form for Registration of Securities
 Pursuant to Section 12(b) or (g) of
 The Securities Exchange Act of 1934
____________________

 NANOCOR, INC.
(Exact name of registrant as specified in its charter)

Delaware                                                  36-4040331  
(State or other jurisdiction                              (I.R.S. Employer  
of incorporation or organization)                         Identification Number)

 1350 West Shure Drive
Arlington Heights, Illinois 60004-7803
(847) 394-8844
(Address, including zip code, and telephone number, including area code,      
of registrant's principal executive offices)                                  
____________________

Larry Washow
Chairman and Chief Executive Officer
 1350 West Shure Drive
Arlington Heights, Illinois 60004-7803
(847) 394-8844
(Name, address, including zip code, and telephone number, including area code,
 of agent for service)
____________________

Copy to:
James W. Ashley, Jr., Esq.
 Lord, Bissell & Brook
115 South LaSalle Street
 Chicago, Illinois 60603
(312) 443-0700

 Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class                              Name of each exchange on which 
to be registered                                each class is to be registered

None                                                      None    

 Securities to be registered pursuant to Section 12(g) of the Act:
(Title of class)
 Common Stock, par value $0.01 per share
 Series A Junior Participating Preferred Stock Purchase Rights

10-12G 2nd Page of 71 TOC 1st Previous Next ↓Bottom Just 2nd
NANOCOR, INC. Information Required in Registration Statement

Item 1. Business.                                                               

     The information set forth in the  Preliminary  Information  Statement dated
October 31, 2000 under the captions  "Summary,"  "Risk  Factors,"  "Management's
Discussion and Analysis of Financial  Condition and Results of Operations,"  and
"Business" is incorporated herein by reference.                                 

Item 2. Financial Information.                                                  

     The information set forth in the  Preliminary  Information  Statement under
the captions  "Pro Forma  Financial  Information";  "Selected  Financial  Data";
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations";   and  "Index  to  Financial  Statements  and  Financial  Statement
Schedules" is incorporated herein by reference.                                 

Item 3. Properties.                                                             

     The information set forth in the  Preliminary  Information  Statement under
the caption "Business" is incorporated herein by reference.                     

Item 4. Security Ownership of Certain Beneficial Owners and Management.         

     The information set forth in the  Preliminary  Information  Statement under
the  caption  "Ownership  of Nanocor  Common  Stock" is  incorporated  herein by
reference.                                                                      

Item 5. Directors and Executive Officers.                                       

The  information set forth in the  Preliminary  Information  Statement under the
caption "Management" is incorporated herein by reference.                       

Item 6. Executive Compensation.                                                 

     The information set forth in the  Preliminary  Information  Statement under
the caption  "Management - - Executive  Compensation" is incorporated  herein by
reference.                                                                      

Item 7. Certain Relationships and Related Transactions.                         

     The information set forth in the  Preliminary  Information  Statement under
the caption  "Relationship  Between AMCOL and Nanocor" is incorporated herein by
reference.                                                                      

Item 8. Legal Proceedings.                                                      

None.                                                                 

10-12G 3rd Page of 71 TOC 1st Previous Next ↓Bottom Just 3rd
Item 9. Market  Price of and  Dividends  on the  Registrant's  Securities  to be
Registered.                                                           

     The information set forth in the  Preliminary  Information  Statement under
the captions  "Selected  Financial Data," "Dividend Policy," and "Description of
Capital Stock" is incorporated herein by reference.                             

Item 10. Recent Sales of Unregistered Securities.                               

Not applicable.                                                       

Item 11. Description of Registrant's Securities to be Registered.               

     The information set forth in the  Preliminary  Information  Statement under
the caption "Description of Capital Stock" is incorporated herein by reference. 

Item 12. Indemnification of Directors and Officers.                             

     The information set forth in the  Preliminary  Information  Statement under
the caption  "Management - - Indemnification of Directors and Executive Officers
and Limitation of Liability" is incorporated herein by reference.               

Item 13. Financial Statements and Supplementary Data.                           

     The information set forth in the  Preliminary  Information  Statement under
the captions  "Pro Forma  Financial  Information";  "Selected  Financial  Data";
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations";   and  "Index  to  Financial  Statements  and  Financial  Statement
Schedules" is incorporated herein by reference.                                 

Item 14.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.                                                 

Not applicable.                                                       

Item 15. Financial Statements and Exhibits.                                     

(a) Financial Statements.                                             

     The information set forth in the  Preliminary  Information  Statement under
the captions "Pro Forma Financial  Information";  "Selected  Financial Data" and
"Index  to  Financial   Statements   and  Financial   Statement   Schedules"  is
incorporated herein by reference.                                               

(b) Exhibits.                                                         

10-12G 4th Page of 71 TOC 1st Previous Next ↓Bottom Just 4th
Exhibit                                                                         
Number   Description of Document                                                

3.1  Restated Certificate of Incorporation of Registrant*                       
3.2  Amended and Restated By-Laws of Registrant*                                
4.1  Specimen certificate representing the common stock*                        
4.2  Form of Rights Agreement between Registrant and __________*                
10.1 Form of Separation  Agreement between AMCOL  International  Corporation and
Registrant*                                                           
10.2 Form  of  Tax  Sharing  and   Indemnification   Agreement   between   AMCOL
International Corporation and Registrant*                             
10.3 Form of Nanocor, Inc. 2000 Stock Plan*                                     
10.4 Form of Indemnity  Agreement between Registrant and Registrant's  directors
and officers*                                                         
21.1 List of the Registrant's subsidiaries**                                    
27.1 Financial Data Schedule**                                                  
99.1 Preliminary Information Statement of Nanocor, Inc.**                       
_____________________                                                           

*    To be filed by amendment.                                                  
**   Filed herewith.                                                            

10-12G 5th Page of 71 TOC 1st Previous Next ↓Bottom Just 5th
SIGNATURES

     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.                    

                             Nanocor, Inc.

                                     By:    /s/ Lawrence E. Washow
                                       Chief Executive Officer
Dated:  October 31, 2000                                                        

10-12G 6th Page of 71 TOC 1st Previous Next ↓Bottom Just 6th
 INDEX TO EXHIBITS

Exhibit                                                                         
Number   Description of Document                                                

3.1  Restated Certificate of Incorporation of Registrant*                       
3.2  Amended and Restated By-Laws of Registrant*                                
4.1  Specimen certificate representing the common stock*                        
4.2  Form of Rights Agreement between Registrant and __________*                
10.1 Form of Separation  Agreement between AMCOL  International  Corporation and
Registrant*                                                           
10.2 Form  of  Tax  Sharing  and   Indemnification   Agreement   between   AMCOL
International Corporation and Registrant*                             
10.3 Form of Nanocor, Inc. 2000 Stock Plan*                                     
10.4 Form of Indemnity  Agreement between Registrant and Registrant's  directors
and officers*                                                         
21.2 List of the Registrant's subsidiaries**                                    
27.2 Financial Data Schedule**                                                  
99.1 Preliminary Information Statement of Nanocor, Inc.**                       
____________________                                                            

*        To be filed by amendment.                                              
**       Filed herewith.                                                        

10-12G 7th Page of 71 TOC 1st Previous Next ↓Bottom Just 7th
EXHIBIT 21.1

 NANOCOR, INC.
SUBSIDIARY LISTING

Company Name                     Country                   Ownership %          
Nanocor, Ltd.                    England                      100               

10-12G 8th Page of 71 TOC 1st Previous Next ↓Bottom Just 8th
EXHIBIT 99.1

 AMCOL INTERNATIONAL CORPORATION
 ONE NORTH ARLINGTON
1500 WEST SHURE DRIVE, SUITE 500
ARLINGTON HEIGHTS, ILLINOIS 60004-7803
(847) 394-8730

__________, 2000                                                                

Dear AMCOL Stockholder:                                                         

     I am pleased to inform you that on ________,  2000,  the Board of Directors
of  AMCOL   International   Corporation   declared  a  distribution  to  AMCOL's
stockholders of shares of the stock of Nanocor,  Inc.,  currently a wholly-owned
subsidiary  of  AMCOL.  The  distribution  will  occur as of 12:01  a.m.  CST on
__________,   2000.  Following  the  distribution,   Nanocor  will  operate  its
nanocomposite business as an independent, public company.                       

     The record date for the  distribution  is  __________,  2000.  If you are a
stockholder  of record of AMCOL stock as of this record  date,  you will receive
one share of  Nanocor  stock  for every __ shares of AMCOL  stock you own (and a
cash  payment  instead  of  any  fractional   shares  of  Nanocor  stock).   The
distribution of Nanocor stock will be taxable to AMCOL and you.                 

     No action is required on your part in order to receive  your  distribution.
You will not be required to pay anything for the new shares or to surrender  any
AMCOL shares. The distribution  agent will  automatically  credit your shares of
Nanocor stock to a book-entry account established to hold your Nanocor stock and
will mail you a statement  of your Nanocor  stock  ownership as soon as possible
after __________, 2000.                                                         

     The enclosed  information  statement  explains the  distribution in greater
detail and provides financial and other important information regarding Nanocor.
We urge you to read it carefully.                                               

     Your Board of Directors has carefully  considered the  distribution  of the
Nanocor  business.  The Board and I believe that the distribution is in the best
interests of AMCOL's  stockholders.  We are enthusiastic  about the distribution
and look forward to the future success of Nanocor as an independent company.    

                        Sincerely,

                         John Hughes
                                   Chairman of the Board

10-12G 9th Page of 71 TOC 1st Previous Next ↓Bottom Just 9th
 Subject to Completion, dated October 31, 2000

 PRELIMINARY INFORMATION STATEMENT

 NANOCOR, INC.

Distribution of ___________ Shares of Common Stock

     This Information Statement is being furnished to you in connection with the
distribution by AMCOL  International  Corporation to holders of its common stock
of all of the  outstanding  shares of common stock of its  subsidiary,  Nanocor,
Inc. Following the distribution, AMCOL will not own any shares of Nanocor common
stock and Nanocor will be an independent public company.                        

     The distribution will be made to holders of AMCOL common stock of record as
of the close of business on _______,  2000,  the record  date.  Each such holder
will  receive  one share of  Nanocor  stock for every __ shares of AMCOL  common
stock held on the record date.  Stockholders will receive a cash payment in lieu
of any fractional  shares. The distribution of Nanocor common stock and cash for
fractional  shares will be taxable.  The distribution will be made on _________,
2000.                                                                           

     No stockholder  approval of the distribution is required or sought.  We are
not  asking  you for a proxy  and you are  requested  not to send us one.  AMCOL
stockholders  will not be required to pay for the shares of Nanocor common stock
to be  received  by them in the  distribution,  or to  surrender  or to exchange
shares of AMCOL common stock in order to receive  Nanocor  common  stock,  or to
take any other action in connection with the distribution. Each share of Nanocor
common stock will be accompanied by one preferred stock purchase right. There is
no current  trading  market for Nanocor  common stock.  After the  distribution,
Nanocor  expects its stock to be quoted for trading on the OTC  Bulletin  Board,
under the symbol "___."                                                         

     In reviewing this information statement,  you should carefully consider the
matters  described  under the caption  "Risk  Factors"  beginning on page 3.    
____________________

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission  has approved or disapproved  these  securities or determined if this
information  statement  is  truthful  or  complete.  Any  representation  to the
contrary is a criminal offense.                                                 

____________________

     This  information  statement  does not  constitute  an offer to sell or the
solicitation of an offer to buy any securities.                                 
____________________

 The date of this information statement is __________, 2000.

10-12G 10th Page of 71 TOC 1st Previous Next ↓Bottom Just 10th
 TABLE OF CONTENTS

SUMMARY.......................................................................1 

RISK FACTORS..................................................................3 

FORWARD-LOOKING STATEMENTS....................................................9 

THE DISTRIBUTION..............................................................9 

PRO FORMA FINANCIAL INFORMATION..............................................13 

SELECTED FINANCIAL DATA......................................................18 

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS         
    OF OPERATIONS...........................................................19

BUSINESS.....................................................................20 

MANAGEMENT...................................................................28 

OWNERSHIP OF NANOCOR COMMON STOCK............................................35 

RELATIONSHIP BETWEEN AMCOL AND NANOCOR.......................................38 

DIVIDEND POLICY..............................................................40 

DESCRIPTION OF CAPITAL STOCK.................................................40 

WHERE YOU CAN FIND MORE INFORMATION..........................................46 

INDEX TO FINANCIAL STATEMENTS...............................................F-1 

10-12G 11th Page of 71 TOC 1st Previous Next ↓Bottom Just 11th
 SUMMARY

     This  summary  highlights   selected   information  from  this  information
statement and may not contain all of the  information  that is important to you.
To understand  the  distribution  fully,  you should read  carefully this entire
information statement.                                                          

Nanocor,  Inc.      Nanocor develops, markets and sells high purity, conditioned
                   montmorillonite  clays under the trade name  "Nanomers" for
                    use in a wide variety of plastic nanocomposites. Nanocor was
                   incorporated under the laws of Delaware on August 21, 1995.

Distribution Ratio  You will  receive  one share of Nanocor  stock for every ___
                    shares  of  AMCOL  stock  that  you own as of the  close  of
business on the record date.            

Securities to be                                                                
Distributed       Based on  __________  shares of AMCOL stock  outstanding  on
                    __________, 2000, approximately __________ shares of Nanocor
                    stock,  together with  associated  preferred  stock purchase
                    rights, will be distributed.  For more information about the
                    preferred stock purchase rights, see "Description of Capital
                    Stock --  Preferred  Stock  Rights  Plan."  The shares to be
                    distributed will constitute all of the outstanding shares of
                    Nanocor stock immediately after the distribution.  After the
                    distribution,  Nanocor  will have  approximately  __________
stockholders of record.                 

Fractional Shares.  Fractional  shares  of  Nanocor  common  stock  will  not be
                    distributed.  Fractional  shares will be aggregated and sold
                    in  the  public  market  by  the  distribution   agent.  The
                    aggregate  proceeds  will be  distributed  ratably  to those
                    stockholders  who would  otherwise have received  fractional
shares.                                 

Actions Required by                                                             
 AMCOL Stockholders No proxy or vote is necessary for the distribution to occur.
                    You do not need to, and should not, mail in any certificates
                    of AMCOL  stock to receive  shares of  Nanocor  stock in the
distribution.                           

Distribution Agent,                                                             
Transfer Agent                                                                
and Registrar                                                                 
 for the Shares     Computershare  Investor  Services  will be the  distribution
                    agent,  transfer  agent  and  registrar  for the  shares  of
Nanocor's common stock.                 

Record Date         The record date is the close of  business  on  ____________,
2000.                                   

Distribution Date.  The shares of Nanocor  common stock will be  distributed  on
_______________, 2000.                  

10-12G 12th Page of 71 TOC 1st Previous Next ↓Bottom Just 12th
U.S. Federal Income                                                             
 Tax Consequences   The   distribution   will  be   taxable  to  AMCOL  and  its
                    stockholders.  See "U.S.  Federal Income Tax Consequences of
the Distribution" for further details.  

Trading of Nanocor                                                              
 Stock              Nanocor common stock will not be listed on a stock exchange.
                    Nanocor  expects  its stock to be quoted for  trading on the
                    OTC  Bulletin  Board,  a regulated  quotation  service  that
                    displays  real-time quotes and other  information  regarding
over-the-counter equity securities.     

Relationship with                                                               
AMCOL After the                                                               
 Distribution       Nanocor has entered  into a separation  agreement  and a tax
                    sharing agreement with AMCOL. The separation  agreement sets
                    forth  the  arrangements   between  the  parties   regarding
                    Nanocor's separation from AMCOL and the distribution and the
                    relationship   between   AMCOL   and   Nanocor   after   the
                    distribution.  The tax sharing  agreement  generally defines
                    AMCOL's and Nanocor's rights and obligations with respect to
                 tax matters for periods ending prior to the distribution.

Risk Factors        Stockholders should carefully consider the matters discussed
under "Risk Factors."                   

Contact Information Prior  to  the  distribution,  stockholders  of  AMCOL  with
              inquiries relating to the distribution should contact:

Paul G. Shelton                         
Chief Financial Officer                 
AMCOL International Corporation         
1500 West Shure Drive                   
Arlington Heights, Illinois 60004-7803  
(847) 394-8730                          

                    After  the   distribution,   stockholders  of  Nanocor  with
                    inquiries  relating to their  investment  in Nanocor  common
stock should contact:                   

Larry Washow                            
Chairman and Chief Executive Officer    
Nanocor, Inc.                           
1350 West Shure Drive                   
Arlington Heights, Illinois 60004-7803  
(847) 394-8844                          

Principal Executive                                                             
 Offices            Nanocor's  principal  executive  offices are located at 1350
                    West Shure Drive,  Arlington Heights,  Illinois  60004-7803,
   and its telephone number is (847) 394-8844.

10-12G 13th Page of 71 TOC 1st Previous Next ↓Bottom Just 13th
RISK FACTORS

     You should  carefully  consider the following risk factors,  as well as the
other information  contained in this information statement in evaluating Nanocor
and its common stock. If any of the following risks actually  occurs,  Nanocor's
business could be harmed.                                                       

Risks Relating to Nanocor's Business

Nanocor  has a  limited  history  of  commercial  revenue  and  if it  fails  to
successfully  expand  the  commercialization  of its  products,  its  ability to
increase revenue would be harmed.                                               

     Nanomer  products  are in the  early  stage of  commercialization  and most
product  applications are in various stages of development or under  evaluation.
Nanomers  have been  sold  only in  limited  quantities,  often  for  evaluation
purposes,  and a significant market for Nanomers may never develop.  Because the
applications incorporating Nanomers are new and innovative,  Nanocor expects the
time-to-market for commercial  products utilizing Nanomers to be between two and
three years.  Nanocor's  failure to develop,  manufacture and  commercialize its
products  on a timely  and  cost-effective  basis  or  successfully  reduce  the
time-to-market  of commercial  products would have a material  adverse effect on
Nanocor's business, results of operations and financial condition.              

Nanocor has a limited operating history, a history of losses and may not achieve
or sustain profitability.                                                       

    Nanocor recently began generating sales of Nanomer products. More than 85%
of Nanocor's sales in 1999 and through  September 30, 2000 are sales of purified
montmorillonite  clays and not sales of  Nanomers.  It is difficult to evaluate 
Nanocor and its prospects  based on such a short operating  history.  You should
consider  the  risks,  expenses  and  difficulties   frequently  encountered  by
companies  in the early  stages of  development.  Nanocor's  products  may never
generate  significant  revenues.  Nanocor has  incurred  net losses in each year
since its  inception.  As of  September 30,  2000,  Nanocor  had an  accumulated
deficit of  approximately  $18.3  million.  Nanocor  expects to incur  operating
losses in 2000 and 2001, and may incur losses in future periods as well. Nanocor
may never  achieve or  sustain  profitability.  Nanocor  will  continue  to make
significant  expenditures in order to grow its business,  including research and
development and sales and marketing expenditures. Nanocor cannot assure you that
it will ever be able to generate a  sufficient  level of revenue to offset these
expenditures.  Nanocor's  ability to increase revenue and achieve  profitability
will depend on its ability to timely  develop,  manufacture,  introduce and sell
increased amounts of its products.                                              

If plastic  nanocomposites  do not  achieve  widespread  commercial  acceptance,
Nanocor  will not be able to sell  its  Nanomer  products  and its  ability  to 
increase revenues would be harmed.                                              

     Widespread commercial  acceptance of plastic  nanocomposites is critical to
Nanocor's future success.  The market for plastic  nanocomposites  is relatively
new and rapidly  evolving.  Nanocor's ability to increase revenues in the future
depends on whether potential customers accept plastic  nanocomposites  which may
be hindered by:                                                                 

     o    the failure of prospective customers to recognize the value of plastic
          nanocomposites  and  replace  conventional   composites  with  plastic
nanocomposites; and                                         

     o    the emergence of new  technologies  or industry  standards  that cause
Nanocor's  products to be less competitive or obsolete.     

10-12G 14th Page of 71 TOC 1st Previous Next ↓Bottom Just 14th
If  additional  funds are not  available  as  needed,  Nanocor  may be unable to
develop or grow its business.                                                   

     Nanocor  believes that its current cash balances will be sufficient to meet
its  expected  operating  losses and working  capital  and  capital  expenditure
requirements for the next ______ months.  Nanocor's future capital  requirements
will depend on many factors, including the amount and timing of future revenues,
the  magnitude of its  development  and product  testing  programs and the costs
necessary  to increase  its  manufacturing  capabilities.  As a result,  Nanocor
cannot assure you that its projections  with respect to its operating losses and
its working capital and capital expenditure  requirements are accurate.  Nanocor
may require  additional  funds to support  its  business  sooner than  expected.
Nanocor may seek to raise additional  funds through public or private  financing
or debt financings. Nanocor cannot assure you that additional financings will be
available,  or if available,  will be on reasonable terms, nor can it assure you
that these financings will not be dilutive to its stockholders.  If financing is
not available when required or is not available on acceptable terms, Nanocor may
be unable to develop or grow its business. In addition, Nanocor may be unable to
take advantage of business opportunities or respond to competitive pressures.   

Nanocor relies heavily on collaborative  relationships with customers, and if it
is unable to initiate or sustain these  relationships or if these  relationships
do not result in the sale of commercial products, its business may be harmed.   

     Nanocor's future success partially  depends on its continued  relationships
with  collaborative  customers  and its  ability  to  enter  into  collaborative
relationships  with new  customers.  If Nanocor is unable to initiate or sustain
such  collaborative  relationships,   it  may  be  limited  in  its  ability  to
independently develop,  manufacture,  market or sell current and future Nanomer 
products.  Nanocor's  ability to  increase  revenues  depends on the  customers'
timely  introduction of Nanomer product  applications under development and the 
market's  acceptance of these customers'  products.  Any delay in the customers'
introduction of Nanomer product  applications  will delay Nanocor's  receipt of 
revenues and may harm Nanocor's business.                                       

Joint development  agreements with collaborative  customers contain  exclusivity
provisions which limit Nanocor's ability to sell jointly  developed  products to
other customers.                                                                

     Certain joint development  agreements with collaborative  customers contain
exclusivity  provisions.  These exclusivity provisions generally limit Nanocor's
ability to sell the developed  product to third parties and require the customer
to purchase the product only from  Nanocor.  These  exclusivity  provisions  are
applicable for a limited time period, usually between one and two years. Nanocor
is likely to enter  into  joint  development  agreements  that  contain  similar
exclusivity  provisions  in the  future.  Certain  of  these  joint  development
agreements also provide for joint ownership of the intellectual property created
in the development  efforts.  These customers may decide to manufacture  jointly
developed products internally or no longer pursue their development. These joint
development  agreements are often subject to unilateral termination by Nanocor's
customers.                                                                      

Nanocor derives a significant  portion of its net sales from certain  affiliates
of AMCOL which are not obligated to continue to purchase products from Nanocor. 

     Sales to other AMCOL subsidiaries has represented a significant  portion of
Nanocor's net sales. Sales to AMCOL affiliates  represented 85% of Nanocor's net
sales in the nine months ended  September 30 2000 and 89% of Nanocor's net sales
in 1999.  Although  Nanocor  will attempt to retain this  business,  these AMCOL
affiliates  are not  obligated to continue to purchase  products  from  Nanocor.
Nanocor  cannot  assure you that  purchases of its products by AMCOL  affiliates
will not significantly decline.                                                 

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Nanocor may not be able to maintain and expand its business if it is not able to
recruit, hire and retain sufficient qualified personnel.                        

     Nanocor's  products  require  sophisticated  manufacturing,   research  and
development,  marketing  and sales,  and  technical  support.  Many of Nanocor's
employees  hold  advanced  science  degrees.  Nanocor's  success  depends on its
ability  to  attract,  train and retain  qualified  personnel.  Competition  for
personnel  in these  areas is very  strong due to the  limited  number of people
available with the necessary  technical  skills and  understanding  of Nanocor's
products and technology. Nanocor may not be able to hire sufficient personnel to
support  its  business.  If  Nanocor  fails  to  attract  and  retain  qualified
personnel,  its  business,  operations  and product  development  efforts  would
suffer.                                                                         

If Nanocor is unable to keep pace with the rapidly changing  advanced  materials
technologies industry standards and market trends, its business could be harmed.

     Rapid changes have  occurred,  and are likely to continue to occur,  in the
development of advanced  materials and processes.  Nanocor's future success will
depend,  in large part,  upon its ability to keep pace with  advanced  materials
technologies,  industry  standards  and  market  trends.  Nanocor  will  need to
continue to develop and  introduce  new and improved  products on a timely basis
which will require substantial  resources.  Nanocor's development efforts may be
rendered obsolete by the research efforts and technological  advances of others.
Also, other advanced or conventional  materials may prove more advantageous than
those produced by Nanocor.                                                      

If Nanocor is unable to manage its growth  effectively,  its  business  could be
harmed.                                                                         

     As demand for its products grows,  Nanocor will need to expand its research
and  development,  marketing  and  manufacturing  capabilities,  as  well as its
technical  support.  Nanocor  will  also  need  to  improve  its  financial  and
managerial   controls,   reporting   systems  and   procedures.   The  technical
complexities of Nanocor's  products and the rapidly  evolving  markets it serves
will require a high level of management effectiveness to manage the expansion of
its  operations.  If Nanocor is unable to manage  its  growth  effectively,  its
business could be harmed.                                                       

Nanocor is subject to competition from better-capitalized  companies and Nanocor
believes this competition will increase over time.                              

     The  advanced   materials   industry  is  very  competitive.   The  plastic
nanocomposite  market is characterized  by significant  research and development
efforts by  governmental  entities and private  enterprises  worldwide.  Nanocor
believes  competition  will increase in the future as more product  applications
with significant  commercial potential are developed.  Nanomer products compete 
directly with  conventional  and advanced  materials and  technology.  Nanocor's
competitors may succeed in developing materials,  technologies and products that
exhibit superior performance,  are more commercially  desirable or are more cost
effective than its Nanomer  products.  Many of Nanocor's  current and potential 
competitors have substantially greater financial and technical resources, larger
research  and  development  staffs,  and  greater  manufacturing  and  marketing
capabilities  than  Nanocor.   The  failure  of  Nanomer  products  to  improve 
performance  sufficiently at an acceptable price, achieve commercial  acceptance
or  otherwise  compete  with  conventional  or advanced  materials  would have a
material  adverse  effect on  Nanocor's  business,  results  of  operations  and
financial condition.                                                            

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Claims that Nanocor  infringes  third-party  intellectual  property rights could
result in significant  expenses or restrictions on Nanocor's ability to sell its
products.                                                                       

     In recent years, there has been significant litigation in the United States
involving  patents and other  intellectual  property  rights.  Third parties may
assert patent,  copyright,  trademark and other intellectual  property rights to
technologies used in Nanocor's business. Any claims,  regardless of merit, could
result in time-consuming, costly litigation, and divert the efforts of Nanocor's
technical and  management  personnel.  If Nanocor is  unsuccessful  in defending
itself  against  these types of claims,  it may be required to do one or more of
the following:                                                                  

     o    stop  selling   products  that  use  or  incorporate   the  challenged
intellectual property;                                      

     o    attempt to obtain a license to sell or use the relevant  technology or
          substitute   technology,   which  license  may  not  be  available  on
reasonable terms, or at all; or                             

o    redesign those products that use the relevant technology.        

     In the event a claim against Nanocor was successful and it could not obtain
a license to the relevant technology on acceptable terms or license a substitute
technology or redesign its products to avoid  infringement,  Nanocor's  business
would be significantly harmed.                                                  

Nanocor's   inability   to  protect  its   intellectual   property   rights  may
significantly impair its competitive position.                                  

     Nanocor relies on a combination of patent,  copyright,  trademark and trade
secret laws, as well as confidentiality  agreements and licensing  arrangements,
to establish and protect its proprietary rights. Although it has numerous issued
patents and pending  patent  applications,  Nanocor  cannot  assure you that any
patents will issue as a result of its pending patent applications or, if issued,
that  any  patent  claim  allowed  will be  sufficiently  broad to  protect  its
technology.  In addition,  Nanocor cannot assure you that any existing or future
patents will not be challenged,  invalidated or circumvented,  or that any right
granted under these patents would provide it with  meaningful  protection of its
technology.  Despite  Nanocor's  efforts  to  protect  its  proprietary  rights,
unauthorized  parties may attempt to copy or otherwise  obtain and use Nanocor's
products or technology.  Nanocor may be unable to detect the unauthorized use of
its  intellectual   property  or  to  take  appropriate  steps  to  enforce  its
intellectual  property rights.  Policing  unauthorized use of Nanocor's products
and technology is difficult.  In addition, the laws of some foreign countries do
not protect  proprietary  rights to the same extent as do the laws of the United
States.  Nanocor's  inability  to  adequately  protect  unauthorized  use of its
intellectual property could devalue the proprietary content and impair Nanocor's
ability to compete effectively. Enforcing Nanocor's intellectual property rights
could  result  in  the  expenditure  of  significant  financial  and  managerial
resources.                                                                      

Nanocor and its products are subject to a number of legal  requirements that may
increase its costs of doing business.                                           

     Nanocor's  properties and business operations are subject to a wide variety
of federal,  state,  and local  environmental,  health and safety laws and other
legal requirements,  including those relating to the storage, use, discharge and
disposal  of toxic,  volatile  or  otherwise  hazardous  substances  used in its
manufacturing processes. Nanocor cannot assure you that these legal requirements
will  not  impose  the  need  for  additional  capital   expenditures  or  other
requirements.  If Nanocor fails to obtain required permits or otherwise fails to
operate  within  these or future legal  requirements,  it may be required to pay
substantial penalties, suspend                                                  

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its  operations  or  make  costly  changes  to its  manufacturing  processes  or
facilities.  Although Nanocor believes that it is in compliance and has complied
with  all  applicable  legal  requirements,  it may  also be  required  to incur
additional costs to comply with current or future legal requirements.           

     Certain products which contain Nanocor's products are subject to regulation
and approval by the U.S. Food and Drug Administration (FDA). The FDA regulations
often impose testing,  control and  documentation  requirements on Nanocor which
increase the cost of doing business.  If the FDA were to deny, suspend or revoke
its approval of a product which contained Nanocor's products, Nanocor's business
may suffer.                                                                     

Nanocor  has  limited  manufacturing  capacity  and  experience  and  may  incur
significant and unforeseen costs in manufacturing  substantial quantities of its
products.                                                                       

     Nanocor's  success  will  depend,  in part,  on its ability to  manufacture
Nanomer  products  in  sufficient  quantities,   with  consistent  quality,  at 
acceptable  cost  and on a timely  basis.  Nanocor  has  limited  experience  in
high-volume  manufacturing  and  may  incur  significant  costs  and  unforeseen
expenses in connection  with attempts to manufacture  substantial  quantities of
Nanomer products.                                                               

     Nanocor  will  need  to  improve   manufacturing   efficiency   and  expand
manufacturing capacity in the future to meet anticipated market demands. Nanocor
may be unable to make the  transition  from pilot  manufacturing  to high-volume
manufacturing  successfully  on a  timely  basis.  Nanocor's  surface  treatment
process may be unable to successfully produce significant  quantities of Nanomer
products with consistent quality, at acceptable cost and on a timely basis.     

Risks Relating to the Separation of Nanocor from AMCOL

Nanocor  has never  operated  as an  independent  company,  and may be unable to
implement  the  changes  necessary  to  operate  independently,   or  may  incur
significant additional costs as a stand-alone company.                          

     Prior to the  distribution,  Nanocor  was  operated by AMCOL as part of its
broader  business  operations.  AMCOL has  historically  provided  Nanocor  with
administrative,  management and other corporate functions,  as well as financial
support.  Following  the  distribution,  Nanocor will  operate as a  stand-alone
company and must  develop  and  implement  the  administrative,  management  and
reporting  systems  and control  functions  necessary  to support its  business.
Because  Nanocor has never  operated as an independent  company,  Nanocor cannot
assure you that it will be able to successfully  implement the changes necessary
to operate independently or that it will not incur significant  additional costs
as a stand-alone company.                                                       

Nanocor's  financial  information may not be  representative of its results as a
separate company.                                                               

     The financial  information  included in this information  statement may not
reflect what Nanocor's results of operation,  financial  position and cash flows
would have been had it been a stand-alone  company during the periods presented.
AMCOL did not  account  for  Nanocor  as, and  Nanocor  was not  operated  as, a
stand-alone company during these periods. In addition, the financial information
included in this  information  statement is not  necessarily  indicative of what
Nanocor's  results of operations,  financial  position and cash flows will be in
the future. Nanocor has not made adjustments to reflect many significant changes
that will occur in its cost structure, funding and operations as a result of its
separation from AMCOL,  including changes in Nanocor's  management structure and
the increased costs  associated with being a public,  stand-alone  company.     

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     For additional  information,  see "Management's  Discussion and Analysis of
Financial Condition and Results of Operations" and our financial  statements and
related notes.                                                                  

 Risks Relating to Ownership of Nanocor Common Stock

Prior to the  distribution,  there has not been a public  market  for  Nanocor's
stock and Nanocor  cannot assure you that an active  trading market will develop
or be sustained after the distribution.                                         

     Prior to the distribution, there has not been a public market for Nanocor's
common stock.  After the  distribution,  Nanocor  expects its common stock to be
quoted for trading on the OTC Bulletin Board, a regulated quotation service that
displays  real-time  quotes  and other  information  regarding  over-the-counter
equity securities.  Nanocor cannot assure you that an active trading market will
develop or will be sustained after the distribution. If an active trading market
does not develop,  bid and ask prices for shares of Nanocor common stock may not
be available or may vary significantly at any given time and you may not be able
to sell your Nanocor shares at certain times.                                   

The market  prices for  securities  of technology  related  companies  have been
volatile in recent years and Nanocor's stock price could fluctuate significantly
after the distribution.                                                         

     The market price of Nanocor's stock could fluctuate significantly.  Factors
that could affect the stock price include:                                      

o    the depth and liquidity of the market for Nanocor common stock;  

o    investor perceptions of Nanocor and its business;                

o    Nanocor's financial results;                                     

     o    announcements  or  implementation  by  Nanocor or its  competitors  of
technical innovations or new products; and                  

     o    economic and stock market  conditions  generally and  specifically  as
    they may impact participants in the advanced materials industry.

     In addition,  the  securities of many companies  have  experienced  extreme
price and volume fluctuations in recent years, often unrelated to the companies'
operating performance.  In particular,  there has been significant volatility in
the market price of securities of technology  related  companies which are still
primarily  engaged in product  development  activities,  such as Nanocor.  These
broad  fluctuations  may adversely  affect the trading price of Nanocor's common
stock.                                                                          

A large amount of Nanocor's shares will be eligible for immediate sale after the
distribution, which may cause Nanocor's stock price to significantly decline.   

     After the  distribution,  Nanocor  will have _____  shares of common  stock
outstanding.  All of these  shares will be freely  tradeable  and  eligible  for
immediate  sale in the public  market,  other than shares held by  affiliates of
Nanocor,  as that  term is  defined  under  Rule 144 of the  Securities  Act.  A
significant  number of stockholders  may attempt to sell their shares  following
completion of the  distribution.  Nanocor cannot assure you that any buyers will
be willing to purchase these Nanocor shares. Any sales of substantial amounts of
Nanocor's  common stock in the public market,  or the perception that such sales
might occur,                                                                    

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whether as a result of the  distribution  or  otherwise,  could cause the market
price of Nanocor's common stock to decline.                                     

Provisions in Nanocor's  charter documents and Delaware law may delay or prevent
an  acquisition  of Nanocor,  which  could  decrease  the value of your  Nanocor
shares.                                                                         

     Nanocor's  restated  certificate of incorporation  and by-laws and Delaware
law contain  provisions  that could make it more  difficult for a third party to
acquire Nanocor without the consent of its board of directors.  These provisions
include  a  classified   board  of  directors  and  limitations  on  actions  by
stockholders by written consent.  In addition,  Nanocor's board of directors has
the right to issue preferred stock without stockholder approval,  which could be
used to dilute the stock ownership of a potential hostile acquirer. Delaware law
also imposes some  restrictions  on mergers and  business  combinations  between
Nanocor and any holder of 15% or more of  Nanocor's  outstanding  common  stock.
These  provisions  apply even if the offer may be considered  beneficial by some
stockholders.   For  a  more  detailed  discussion  of  these  provisions,   see
"Description  of Capital Stock - -  Anti-Takeover  Effects of Our Charter and By
Laws and Delaware Law."                                                         

FORWARD-LOOKING STATEMENTS

     This  document  contains  certain  statements  about  Nanocor  that  may be
"forward-looking  statements."  "Forward-looking statements" are statements that
are  not  historical  facts,  but  instead  are  expectations,   projections  or
assumptions,  which involve a degree of risk and uncertainty. You may find these
statements under the captions "The Distribution,"  "Management's  Discussion and
Analysis of Results of Operations  and Financial  Condition,"  and "Business" in
this information  statement.  Forward-looking  statements may be preceded by the
words "anticipates,"  "believes," "expects," "intends," "projects," "forecasts,"
and  similar  expressions.  In making any of these  forward-looking  statements,
Nanocor  believes that the  expectations  are based on  reasonable  assumptions.
However,  they are  still  predictions.  Because  predictions  involve  risk and
uncertainty,  there are many factors, which could cause actual events or results
to differ  significantly from what Nanocor is currently  expressing or implying.
The most  significant  of these  factors are  discussed  above under the caption
"Risk  Factors."  Additional  risks and  uncertainties  not  presently  known to
Nanocor,  or that it  currently  believes to be  immaterial  may also  adversely
affect Nanocor's business.                                                      

THE DISTRIBUTION

General                                                                         

     AMCOL's  board of directors  has approved  the  distribution  of all of the
outstanding shares of Nanocor common stock to the holders of AMCOL common stock.
In the  distribution,  each  holder of AMCOL  common  stock  will  receive  as a
dividend one share of Nanocor  common stock and an  associated  preferred  stock
purchase  right for every ___ shares of AMCOL common  stock held on  __________,
2000, the record date.  Please see  "Description  of Capital Stock - - Preferred
Stock Rights Plan" for a description of these rights.                           

Manner of Effecting the Distribution                                            

     The distribution will be made on __________,  2000, the distribution  date,
on a pro-rata  basis to holders of record of AMCOL  common stock at the close of
business on  _________,  2000,  the record date.  On or before the  distribution
date,  AMCOL will deliver all of the outstanding  shares of Nanocor common stock
to Computershare  Investor Services,  the distribution agent.  Nanocor currently
intends to use a  book-entry  system to maintain its stock  records.  Book entry
refers  to  a  method  of  recording   stock  ownership  in                     

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which no physical  certificates  are used. For AMCOL  stockholders who own AMCOL
common stock in registered form, the distribution agent will credit their shares
of Nanocor common stock to book entry accounts established to hold their Nanocor
common stock.  The distribution  agent will send these  stockholders a statement
reflecting their Nanocor common stock ownership.  For AMCOL stockholders who own
their AMCOL shares  through a broker or other  nominee,  their shares of Nanocor
common stock will be credited to these  stockholders'  accounts by the broker or
other  nominee.  As  further  discussed  below,  fractional  shares  will not be
distributed.  A delivery of a share of Nanocor  common stock in connection  with
the  distribution  also will  constitute  the  delivery of the  preferred  stock
purchase  right  associated  with  such  share.   Following  the   distribution,
stockholders  whose  shares are held in book entry form may  request  that their
shares of Nanocor common stock be transferred to a brokerage or other account at
any time as well as delivery of physical stock certificates for their shares, in
each case without charge.                                                       

     AMCOL stockholders will not be required to pay for shares of Nanocor common
stock received in the distribution,  or to surrender or exchange shares of AMCOL
common stock to receive  Nanocor  common  stock,  or to take any other action in
connection with the distribution.  No vote of AMCOL  stockholders is required or
sought in  connection  with the  distribution,  and AMCOL  stockholders  have no
appraisal rights in connection with the distribution.                           

     Fractional  shares  of  Nanocor  common  stock  will not be issued to AMCOL
stockholders as part of the distribution nor credited to book-entry accounts. In
lieu of receiving fractional shares, each holder of AMCOL common stock who would
otherwise be entitled to receive a fractional share of Nanocor common stock will
receive  cash for the  fractional  interest.  As soon as  practicable  after the
distribution  date, the distribution  agent will aggregate  fractional shares by
holders  of record  into whole  shares and sell them in the open  market at then
prevailing  market prices and distribute  the aggregate  proceeds of these sales
(net of brokerage  fees)  ratably to AMCOL  stockholders  otherwise  entitled to
fractional  interests.  The amount of this  payment will depend on the prices at
which the aggregated fractional shares are sold by the distribution agent in the
open market shortly after the distribution date.                                

     Because the  distribution  will be effected in the manner  described above,
many of  Nanocor's  stockholders  may hold odd lots,  or blocks of less than 100
shares.  An  investor  selling  an odd  lot  may  be  required  to pay a  higher
commission rate than an investor selling round lots, or blocks of 100 shares.   

Background and Reasons for the Distribution                                     

     On  September  18, 2000 AMCOL  announced  that its board of  directors  had
authorized  management to explore strategic  alternatives to enhance stockholder
value, including a merger or sale of the company and the sale or distribution of
one or more of AMCOL's  businesses.  Since that date, AMCOL and Lehman Brothers,
its financial  advisors,  have engaged in discussions  with several  parties who
indicated an interest in acquiring AMCOL.                                       

     Based on these discussions and the advice of its financial advisor, AMCOL's
board of directors believes that the value of Nanocor as a separate  independent
company is greater than the value which can be presently  obtained for Nanocor's
business  in a  separate  sale or as part of a sale of AMCOL.  As a  result,  on
_________,  2000, AMCOL's board of directors determined that the distribution of
Nanocor  to  AMCOL's  stockholders,  as part of a sale of AMCOL,  is in the best
interests  of AMCOL and its  stockholders.  AMCOL's  distribution  of Nanocor is
subject to the execution of a definitive agreement for the sale of AMCOL.       

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Results of the Distribution                                                     

     After the  distribution,  Nanocor  will be an  independent  public  company
owning and operating the nanocomposites  business  previously operated by AMCOL.
Immediately  after  the  distribution,  Nanocor  expects  to have  approximately
__________  holders of record and approximately  __________ shares of its common
stock  outstanding,  based on the number of record  stockholders and outstanding
shares of AMCOL common stock on __________,  2000, and the distribution ratio of
one share of Nanocor  common stock for every ___ shares of AMCOL  common  stock.
The actual number of shares of Nanocor  common stock to be  distributed  will be
determined on the record date.  The  distribution  will not affect the number of
outstanding shares of AMCOL common stock or any rights of AMCOL stockholders.   

U. S. Federal Income Tax Consequences of the Distribution                       

     The following  summary  briefly  describes the United States federal income
tax  consequences  of the  distribution.  This  summary is based on the Internal
Revenue Code of 1986, as amended, or the Code, Treasury Regulations  promulgated
thereunder  and  judicial  and  administrative  interpretations  of the Code and
Treasury  regulations,  all  as in  effect  on  the  date  of  this  information
statement,  and is subject to any changes in these or other laws occurring after
such date, possibly with retroactive effect.                                    

     No  rulings  have  been or will be  requested  from  the  Internal  Revenue
Service,  or the IRS, as to the matters discussed herein and, as to some of such
matters,  such a ruling might not be obtainable even if requested.  Accordingly,
no assurance can be given that the IRS will not challenge the federal income tax
treatment of certain matters discussed herein, which challenge, if any, might be
upheld by the courts.                                                           

     This  summary is for  general  information  only and does not  address  the
effects of any state,  local or foreign  tax laws on the  distribution.  The tax
treatment  of a holder of AMCOL  common  stock may vary  depending on his or her
particular  situation,  and some  holders  may be subject  to special  rules not
discussed  below.  The  discussion  assumes  that a holder of AMCOL common stock
holds his or her stock as a capital  asset and that the stock was not  received,
and will not be  treated,  as  compensation.  Except  as set  forth  below,  the
following  discussion does not address the tax consequences to a holder of AMCOL
common  stock  that is a  non-U.S.  person.  A  non-U.S.  person is (i) an alien
individual  who is not a resident of the United  States,  (ii) a corporation  or
partnership that is not created or organized under the laws of the United States
or of any state,  (iii) an estate that is not subject to United  States  federal
income tax on a net income basis, or (iv) a trust the administration of which is
not subject to primary  supervision  of a United States court or with respect to
which  no  United  States  person  has  authority  to  control  all  substantial
decisions.                                                                      

     The   distribution   will  be  a  taxable  event  to  both  AMCOL  and  its
stockholders.  AMCOL will be deemed to have sold the distributed  Nanocor common
stock for its fair market value and will  recognize gain equal to the difference
between  that fair market  value and  AMCOL's  tax basis for the Nanocor  common
stock being  distributed.  AMCOL  estimates  that this  recognized  gain will be
$__________.                                                                    

     As  described  in  "Background  and  Reasons  for  the  Distribution,"  the
distribution is intended to be part of an overall transaction in which all AMCOL
stockholders  will dispose of their AMCOL common stock in connection with a sale
of AMCOL. Accordingly, AMCOL believes that the distribution will be treated as a
redemption under Section 302(b)(3) of the Code. For federal income tax purposes,
each AMCOL  stockholder will be deemed to have received the Nanocor common stock
and any cash for fractional  shares as additional  consideration for the sale of
his or her AMCOL common stock in connection  with the sale of AMCOL.  Thus, each
AMCOL  stockholder  will recognize gain or loss equal to the difference  between
the sum of the consideration  received in connection with the sale of AMCOL, the
value of the Nanocor common                                                     

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stock  received in the  distribution,  and the amount of cash  received  for any
fractional shares of Nanocor and the stockholders' adjusted basis for all of the
AMCOL common stock sold or surrendered in connection with the sale of AMCOL. Any
gain or loss would be  considered  long-term  capital  gain or loss if the AMCOL
stock sold in connection  with the sale of AMCOL has been held for more than one
year and short-term  capital gain or loss if the AMCOL stock was owned less than
one year.                                                                       

     If the distribution does not qualify as a redemption, it will be treated as
a taxable  dividend.  In such case,  the fair market value of the Nanocor  stock
received  and the cash  received  for any  fractional  shares will be taxable as
ordinary income with no reduction for any portion of the stockholder's  basis in
the AMCOL stock.                                                                

Each AMCOL  stockholder  should  consult  his or her own tax  advisor  about the
particular tax consequences of the distribution to such  stockholder,  including
the application of any state,  local and foreign tax laws, and possible  changes
in tax laws that may affect the tax consequences described above.               

Trading of Nanocor Common Stock                                                 

     There is not currently a public market for  Nanocor's  common stock.  After
the distribution,  Nanocor expects its stock to be quoted for trading on the OTC
Bulletin Board, a regulated quotation service that displays real-time quotes and
other information regarding over-the-counter equity securities.                 

     Nanocor  cannot  assure you as to the price at which its common  stock will
trade or that an active  trading  market will develop or be sustained  after the
distribution.  The price at which  Nanocor's  common stock trades may  fluctuate
significantly  until an orderly  market  develops.  In  addition,  the  combined
trading  prices of  AMCOL's  common  stock and  Nanocor's  common  stock held by
stockholders  after the  distribution may be less than, equal to or greater than
the trading price of AMCOL's common stock prior to the distribution.            

Reason for Furnishing this Information Statement                                

     This  information  statement is being  furnished by AMCOL solely to provide
information to  stockholders  of AMCOL who will receive shares of Nanocor common
stock  in the  distribution.  It is  not,  and is not  to be  construed  as,  an
inducement  or  encouragement  to buy or sell any of Nanocor's  securities.  The
information contained in this information statement is believed by Nanocor to be
accurate  as of the date set forth on the cover.  Changes  may occur  after that
date, and Nanocor will not update this information,  except in the normal course
of its public disclosure obligations and practices.                             

10-12G 23rd Page of 71 TOC 1st Previous Next ↓Bottom Just 23rd
 PRO FORMA FINANCIAL INFORMATION

     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.                                             

     The  unaudited  Pro Forma Balance Sheet of Nanocor as of September 30, 2000
presents  the pro  forma  financial  position  of  Nanocor,  assuming  that  the
transactions  contemplated  by  the  distribution  described  in  the  preceding
paragraph  had been  completed  as of that date.  The  adjustments  required  to
reflect such transactions are set forth in the "Pro Forma Adjustments" column.  

     The unaudited pro forma  financial  statements of Nanocor should be read in
conjunction  with the  historical  financial  statements  and  related  notes of
Nanocor  included  elsewhere  in  this  information  statement.  The  pro  forma
financial information  presented is for informational  purposes only and may not
necessarily  reflect  future  results of  operations  or  financial  position of
Nanocor or what the results of operations or financial position of Nanocor would
actually have been had Nanocor  operated as an  independent  company  during the
periods shown.                                                                  

10-12G 24th Page of 71 TOC 1st Previous Next ↓Bottom Just 24th
 NANOCOR, INC.
 Pro Forma Balance Sheet
(Unaudited and dollars in thousands)

                                                        [Enlarge/Download Table]

                                   ASSETS                                               September 30, 2000            
                                                                                               Pro Forma              
                                                                            Historical      Adjustments (1)  Pro Forma
Current assets:                                                                                                       
                                                                                                                      
     Accounts receivable, trade........................................... $      25         $      --       $      25
     Inventories..........................................................       231                --             231
     Prepaid expenses.....................................................         8                --               8
     Current deferred tax asset...........................................        30                --              30
         Total current assets.............................................       294                --             294

Property, plant, equipment, and mineral rights:                                                                       
     Land and mineral rights..............................................       351                --             351
     Property, plant, and equipment.......................................    13,721                --          13,721
                                                                              14,072                --          14,072
     Less accumulated depreciation........................................     4,166                --           4,166
                                                                               9,906                --           9,906
Other assets                                                                     392                --             392
                                                                           $  10,592         $      --       $  10,592

                                                        [Enlarge/Download Table]

                    LIABILITIES AND STOCKHOLDER'S EQUITY                                September 30, 2000           
                                                                                               Pro Forma             
                                                                            Historical        Adjustments   Pro Forma
Current liabilities:                                                                                                 
                                                                                                                     
     Accounts payable..................................................... $     126         $      --      $     126
     Accrued liabilities..................................................       286                --            286
         Total current liabilities........................................       412                --            412
Long-term obligations:                                                                                               
     Loans and advances from AMCOL........................................        --                --             --

Deferred income tax liabilities...........................................       590                --            590
Other liabilities.........................................................        20                --             20
                                                                                 610                --            610
Stockholder's equity......................................................     9,570                --          9,570
                                                                           $  10,592                --      $  10,592

See accompanying notes to pro forma financial information.

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 NANOCOR, INC.
 Pro Forma Statement of Operations
(Unaudited and dollars in thousands)

                                                        [Enlarge/Download Table]

                                                                    Nine Months ended            
                                                                   September 30, 2000            
                                                                         Pro Forma               
                                                                      Adjustments (2)     Pro    
                                                        Historical      (3) (4) (5)      Forma   
                                                                                                 
Net sales............................................. $     520        $      --      $     520 
Costs and expenses:                                                                              
     Costs of materials consumed......................     1,245               --          1,245 
     Research and development.........................     1,862               --          1,862 
     General, selling and administrative..............     1,323               --          1,323 
     Depreciation and amortization....................     1,275               --          1,275 

     Operating loss...................................    (5,185)              --         (5,185)
Other income (expense):                                                                          
     Interest expense.................................    (1,577)           1,577             -- 
     Other, net.......................................         2               --              2 
                                                          (1,575)           1,577              2 
     Loss before income tax benefit...................    (6,760)           1,577         (5,183)
Income tax benefit....................................    (2,602)           2,042           (560)
     Net loss......................................... ($  4,158)       ($    465)     ($  4,623)

See accompanying notes to pro forma financial information.

10-12G 26th Page of 71 TOC 1st Previous Next ↓Bottom Just 26th
 NANOCOR, INC.
 Pro Forma Statement of Operations
(Unaudited and dollars in thousands)

                                                        [Enlarge/Download Table]

                                                                       Year Ended                
                                                                    December 31, 1999            
                                                                         Pro Forma               
                                                                      Adjustments (2)     Pro    
                                                        Historical      (3) (4) (5)      Forma   
                                                                                                 
Net sales............................................. $     478        $      --      $     478 
Costs and expenses:                                                                              
     Costs of materials consumed......................     1,134               --          1,134 
     Research and development.........................     2,269               --          2,269 
     General, selling and administrative..............     1,627               --          1,627 
     Depreciation and amortization....................     1,525               --          1,525 

     Operating loss...................................    (6,077)              --         (6,077)
Other income (expense):                                                                          
     Interest expense.................................    (1,561)           1,561             -- 
     Other, net.......................................        --               --             -- 
                                                          (1,561)           1,561             -- 
     Loss before income tax benefit...................    (7,638)           1,561         (6,077)
Income tax benefit....................................    (2,917)           2,357           (560)
     Net loss......................................... ($  4,721)       ($    796)     ($  5,517)

See accompanying notes to pro forma financial information.

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NOTES TO PRO FORMA FINANCIAL INFORMATION

(1)  To record the estimated  additional capital  contribution of $_______ to be
made in cash by AMCOL prior to the distribution.                      

(2)  To record the  estimated  interest  earned on the  additional  cash capital
contribution made by AMCOL at a rate of _____%.                       

(3)  To eliminate  the interest  charged by AMCOL and  contribute  to equity the
intercompany balance at the end of the period.                        

(4)  To record income tax expense attributable to adjustments (2) and (3) at the
combined Federal and State and local rate of 38.5%.                   

(5)  To record the increase in the  valuation  allowance for deferred tax assets
related to net operating loss carryforwards.                          

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 SELECTED FINANCIAL DATA

     The  following  table  presents  selected  financial  data of Nanocor.  The
information  set forth below should be read in  conjunction  with  "Management's
Discussion and Analysis of Financial  Condition and Results of  Operations"  and
the historical  financial  statements of Nanocor and the notes thereto  included
elsewhere in this information statement. The statement of operations information
for each of the years ended  December  31,  1999,  1998 and 1997 and the balance
sheet  information  as of December 31, 1999 and 1998,  was derived from,  and is
qualified by reference to, the audited financial  statements of Nanocor included
elsewhere in this information statement,  and should be read in conjunction with
those financial  statements and the notes thereto. The balance sheet information
as  of  December  31,1997,  1996  and  1995  and  the  statement  of  operations
information  for the years ended  December  31, 1996 and 1995 were  derived from
unaudited financial  statements not included in this document.  The statement of
operations information for the nine months ended September 30, 2000 and 1999 and
the balance sheet  information as of September 30, 2000 was derived from, and is
qualified by reference to, the unaudited condensed interim financial  statements
of Nanocor included  elsewhere in this information  statement and should be read
in conjunction with those financial statements and the notes thereto. See "Index
to Financial  Statements and Financial Statement  Schedules." Per share data has
not been presented  because Nanocor was wholly owned by AMCOL during the periods
presented below.                                                                

     The historical  financial  information  presented below may not necessarily
reflect  future  results of operations or financial  position of Nanocor or what
the results of operations and financial  position of Nanocor would actually have
been had Nanocor  operated as an independent  company during these periods.  See
"Risk Factors - - Nanocor's  financial  information may not be representative of
its results as a separate company" in the body of the information statement.    

                                               SUMMARY OF FINANCIAL DATA
                                              (In thousands)

                                                        [Enlarge/Download Table]

                                   Nine Months Ended                                                                     
                                     September 30,                                                                       
                                      (Unaudited)                            Year Ended December 31,                     
                                   2000         1999         1999         1998         1997         1996         1995    
                                                                                                 (Unaudited)             
OPERATIONS DATA                                                                                                          
                                                                                                                         
Net sales                       $      520   $      283   $      478   $      17    $       --   $       --   $       -- 
Operating loss                      (5,185)      (4,386)      (6,077)     (5,009)       (5,097)      (3,052)         (21)
Net loss                            (4,158)      (3,580)      (4,721)     (3,978)       (3,467)      (1,953)         (11)
BALANCE SHEET DATA                                                                                                       
Current assets                  $      294   $      344   $      337   $     134    $       44   $       81   $       75 
Net property, plant,                                                                                                     
equipment, and                                                                                                           
    mineral rights                   9,906       10,806       10,474      11,370         9,657        3,842          534 
Total assets                        10,592       11,547       11,208      11,742         9,954        3,923          609 
Current liabilities                    412          357          471         262           718          451           -- 
Loans from AMCOL                        --       21,726       22,165      18,437        12,236        3,078          621 
Stockholder's equity (deficit)       9,570      (10,895)     (12,036)     (7,315)       (3,337)         130          (11)

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 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 RESULTS OF OPERATIONS FOR THE THREE YEARS ENDED DECEMBER 31, 1999
 AND THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999
(Dollars in Thousands)

Sales                                                                 

     Sales  increased to $520 in the nine months ended  September  30, 2000 from
$283 in the nine months ended September 30, 1999, due to customer acceptance and
diversification  of the  products.  Sales for the first nine  months of 2000 and
1999 include sales of $438 and $262  respectively,  of purified  montmorillonite
clays to AMCOL  affiliates.  Sales  increased  to $478 in the fiscal  year ended
December 31, 1999 from $17 in the fiscal year ended December 31, 1998.  Sales of
purified  montmorillonite clays to AMCOL affiliates amounted to $425 in 1999 and
$8 in 1998. There were no sales in 1997.                                        

Cost of materials consumed                                            

     The cost of  materials  consumed  includes  all costs  associated  with the
Aberdeen,  MS production  facility.  These costs include personnel,  pilot plant
production,  utilities,  and other fixed costs  associated  with the  production
facility.                                                                       

     The cost of materials consumed increased to $1,245 in the nine months ended
September 30, 2000 from $728 in the nine months ended  September 30, 1999.  This
increase parallels the increase in sales.                                       

     The cost of materials consumed increased to $1,134 in the fiscal year ended
December 31, 1999 from $691 in the fiscal year ended  December 31, 1998,  mainly
due to higher repairs and supplies as well as increased raw material usage.  The
cost of  materials  consumed  decreased  from  $1,040 in the  fiscal  year ended
December  31,  1997 to $691 in the fiscal year ended  December  31,  1998.  This
decrease is mainly due to a reduction in parts usage in conjunction with startup
of the facility in Mississippi and a decrease in employee related expenses.     

Research and Development                                              

     Research and  development  expenses  increased to $1,862 in the nine months
ended  September  30, 2000 from $1,703 in the nine months  ended  September  30,
1999.  This  increase is  primarily  due to increased  compensation  and outside
testing  costs.  Research and  development  expenses  increased to $2,269 in the
fiscal  year  ended  December  31,  1999 from  $1,982 in the  fiscal  year ended
December 31, 1998, mainly due to higher facility costs.                         

     Research and development  expenses decreased from $2,198 in the fiscal year
ended  December  31, 1997 to $1,982 in the fiscal year ended  December 31, 1998,
mainly due to staff restructuring.                                              

General, Selling and Administrative Expenses                          

     General,  selling and  administrative  expenses  increased to $1,323 in the
nine months  ended  September  30,  2000 from  $1,108 in the nine  months  ended
September  30,  1999.  This  increase  is  primarily  due  to  using  management
consultants to help access potential markets and additional compensation costs. 

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     General,  selling and  administrative  expenses  increased to $1,627 in the
fiscal  year  ended  December  31,  1999 from  $1,554 in the  fiscal  year ended
December 31, 1998,  mainly due to higher  facility costs.  General,  selling and
administrative  expenses increased from $1,357 in the fiscal year ended December
31, 1997 to $1,554 in the fiscal year ended December 31, 1998.  This increase is
mainly due to expenses related to the hiring of a sales manager.                

 LIQUIDITY AND CAPITAL RESOURCES
(Dollars in Thousands)

     As of September 30, 2000,  Nanocor had  commitments for working capital and
capital  expenditures of approximately  $412 and Nanocor expects working capital
requirements and capital  expenditures to total $2,223 in fiscal 2001. Nanocor's
future capital  requirements  will depend on a number of factors,  including its
future net sales and the timing and rate of expansion of its  business.  Nanocor
believes that its current credit  arrangements  with AMCOL will be sufficient to
fund its expected  operating losses and working capital and capital  expenditure
requirements through the date of the distribution.  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. However,  Nanocor cannot assure you that its projections with respect to
operating  expenses,  working capital and capital  expenditure  requirements are
accurate.  Nanocor may require  additional  funds to support its working capital
and operating  expenses or for other purposes  sooner than expected.  Additional
financing may not be available when needed,  or if available,  financing may not
be on terms favorable to Nanocor or its stockholders.  Additional  financing may
result in significant  dilution.  If financing is not available when required or
is not  available  on  acceptable  terms,  Nanocor  may be unable to  develop or
enhance  its  business.  In  addition,  it may be  unable to take  advantage  of
business opportunities or respond to competitive pressures.  Any of these events
could significantly harm Nanocor's business,  financial condition and results of
operations.                                                                     

     Following the distribution,  Nanocor will need to seek additional financing
to fund its business.                                                           

BUSINESS

     Nanocor   develops,    markets   and   sells   high   purity,   conditioned
montmorillonite  clays under the tradename "Nanomers" for use in a wide variety 
of plastic  nanocomposites.  Plastic  nanocomposites  are  specially  engineered
composite  materials  that exhibit  superior  mechanical,  thermal,  barrier and
flame-retardant  properties with lower densities than  conventional  composites,
resulting in significantly  lighter plastic  articles.  Nanocor began developing
Nanomers in 1995 as a wholly owned  subsidiary  of AMCOL.  It commenced  active 
sales  promotion in 1999.  Nanocor has identified  commercial  applications  for
Nanomer products in the consumer packaging, engineered products and performance 
coatings  markets.  Nanocor has  established  collaborative  relationships  with
industry leaders in its primary target markets to facilitate the development and
commercial  introduction  of Nanomer  products.  Nanocor  currently works with, 
among others,  Eastman Chemical Co., Bayer AG, Honeywell  Performance  Polymers,
Inc. and Toyota Central Research and Development Laboratories.                  

    Nanocor  has  recently  begun to make modest  sales of  Nanomer  products.
Nanomer  products have been sold for inclusion in plastic  nanocomposites to be 
used in product  applications,  as well as for use as  samples in  nanocomposite
development efforts.  Nanocor has also sold purified  montmorillonite clay. Most
of these sales have been made to certain AMCOL affiliates and to resin producers
who also perform  surface  treatments.  More than 85% of Nanocor's sales in 1999
and through September 30, 2000 are sales of purified  montmorillonite  clays and
not sales of Nanomers.                                                          

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Development of the Nanocomposites Industry                                      

     All matter is composed of molecules, which are combinations of atoms. Solid
materials generally consist of microscopic particles in which atoms or molecules
are  stacked in orderly  patterns.  The  physical  performance  properties  of a
particular material,  such as its strength,  flexibility,  thermal stability and
permeability,  depend  on  the  organization  of  atoms  and  molecules  in  the
individual particles and the shape, size and interactions of these particles.   

     The physical performance  properties of plastic,  glass, ceramic, steel and
other materials may be improved by combining dissimilar  materials.  Among other
improvements,  these combined  materials may be made stronger,  more flexible or
more resistant to heat. When two or more dissimilar  materials are combined they
form what is known as a composite material.                                     

     Generally,  physical  performance  levels increase as the degree of contact
between the composite materials improves,  and the degree of contact improves as
the size of the component materials becomes smaller. If one of the components in
the composite  material is of nanometer  size  (one-billionth  of a meter) in at
least  one-dimension  (length,  width or thickness),  the material is known as a
nanocomposite. Nanocomposites interact at the near-molecular level which results
in  significant  performance  enhancements.  The level  and type of  performance
enhancements  varies  depending on the  molecular  structure  of the  particular
nanocomposite. For this reason, nanocomposites are usually engineered to satisfy
specific performance requirements of a particular application.  For example, one
type of nanocomposite  may be used to create a stronger plastic and another type
may be used to create a plastic which tolerates higher temperatures.            

     Nanocomposites   are   particularly   attractive  as  an   alternative   to
conventional  plastic  composites  when  weight  is an  important  factor.  Most
conventional  composites contain  high-density and heavy additives such as talc,
fiberglass or carbon fibers.  These additives often constitute as much as 20% to
40% of the weight of the composite.  Nanocomposites  can deliver equal or better
physical  performance  properties  at  much  lower  densities  and  weight  than
conventional composites.                                                        

     Although the plastics industry is currently a prime focus for nanocomposite
technology,  the glass,  ceramic and steel  industries  are also  developing and
researching the use of  nanocomposites  technology.  A variety of nanometer size
materials may be used to create  nanocomposites,  including  naturally occurring
clays and a variety of synthetic  chemical  structures.  Clays are an attractive
nanometer size material  because their cost is generally  lower than most of the
synthetic chemical structures.                                                  

Plastic Nanocomposites                                                

     The  technology  for the  dispersion  of  montmorillonite  clay in plastics
originated in the 1980s at Toyota Motor  Company's  research  facility in Japan.
During the 1990s, the creation of plastic nanocomposites has been the subject of
research  and  development   efforts  by  academic   institutions  and  industry
participants. Over 140 plastic nanocomposite patents have been issued worldwide,
including 24 to Nanocor.  Commercial  production of plastic  nanocomposites  has
only  recently  begun.   Products  which  are  anticipated  to  utilize  plastic
nanocomposite  technology  include  beverage  bottles  (beer,  juices  and  soft
drinks),  films for processed meats,  automotive body panels,  industrial primer
electrocoatings, fire-retardant fabrics and industrial casings.                 

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     Plastic  nanocomposites  provide better gas and moisture barrier protection
and have more strength,  stiffness,  dimensional  stability and heat  resistance
than plastics without  additives.  Plastic  nanocomposites are generally able to
achieve  physical  performance   improvements   comparable  to  or  better  than
conventional composites at much lower densities. Plastic nanocomposites are also
able to improve the strength and thermal stability  properties of a plastic more
consistently than conventional composites.                                      

     Plastic  nanocomposites  are generally  created through a two-step process.
First, the nanometer size clay or synthetic  chemical  structure is purified and
then  conditioned to make it compatible with and  dispersible in a plastic.  The
conditioning process varies depending on the type of plastic used. In the second
step, the conditioned nanometer size material is dispersed in the plastic.      

Nanomer Products                                                                

     Nanocor   develops,    markets   and   sells   high   purity,   conditioned
montmorillonite  clays for use in a variety  of  plastic  nanocomposites.  These
clays are  marketed  under the  tradename  "Nanomers."  Nanomer  products  are  
supplied to plastic resin producers or independent compounders who compound them
with the plastic. Nanomer products may eventually be used in the development of 
certain ceramic  nanocomposites.  To date,  however,  Nanocor has focused on the
plastic  nanocomposite  market  and  has not  devoted  attention  to  developing
opportunities in the ceramic  nanocomposite  market.  Nanomer  products are not 
suited  for use in glass  or  steel  nanocomposites.  Nanocor  began  developing
Nanomers in 1995 as a wholly owned  subsidiary of AMCOL.  To date,  Nanocor has 
identified  commercial  applications for plastic  nanocomposites  using Nanomer 
products in the consumer packaging, engineered products and performance coatings
markets.                                                                        

The Process of Creating Nanomer Products                              

     The  creation of Nanomer  products  involves a  purification  process and a
conditioning  process  known as surface  treatment.  Purification  is  generally
similar  for  all  Nanomer  products.  The  surface  treatment  process  varies 
depending on the type of plastic  into which the Nanomer  will be added and the 
intended use of the product.                                                    

Purification Process                                                  

     Nanocor  uses a  multi-step  process  to purify the  montmorillonite  clay.
Certain  operations are patented,  but others are commonly known in the minerals
purification  industry.  Generally,  the  process  consists  of  dispersing  the
clay-bearing  ore in water and then  separating the  montmorillonite  from other
minerals based on density  differences.  Each step increases in  sophistication,
ultimately yielding montmorillonite clay with purity levels exceeding 98.5%.    

Surface Treatment Process                                             

     Purified  montmorillonite clay contains surfaces which are hydrophilic,  or
water tolerant. Most plastics are hydrophobic,  or water intolerant.  Therefore,
the montmorillonite clay must be conditioned to make its surface compatible with
the  plastic  into  which  it will  be  dispersed.  Nanocor  uses a  variety  of
proprietary and non-proprietary chemical agents which modify the montmorillonite
clay's  surface  to  stabilize,  alter  or  enhance  its  dispersability  in the
different  types of plastics.  These  chemical  treatments  increase the spacing
between the  montmorillonite  clay platelets to allow plastic resin molecules to
interact with the full surface area of the platelets.                           

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     Nanocor   can  apply  the   surface   treatments   using   "wet"  or  "dry"
methodologies.  The wet method is a variation  of  longstanding  technology  for
organoclay production.  In the wet method, the purified montmorillonite clay and
the surface  treatment agents are combined in water or  water-alcohol  mixtures.
The dry  method is  patented  by  Nanocor  and often  delivers  production  cost
advantages over the wet method. In the dry method, the purified  montmorillonite
clay and the surface treatment agents are combined in a mixer.                  

     Once  surface  treatment  is  completed,  the  montmorillonite  clay can be
concentrated to a cake form. This cake is then fed to a tunnel dryer where it is
dried to less than 3% moisture.  Dried product is micro-milled  and packaged for
shipment.                                                                       

     Nanocor has  developed  and  patented a range of surface  treatments  which
allow  customers  considerable  flexibility  in making  plastic  nanocomposites.
Nanocor has surface treatments which do the following:                          

     o    Interact with  amorphous  nylon to create a constrained  region around
          montmorillonite  clay platelets and significantly  enhance gas barrier
properties.                                                 

    o    Promote  Nanomer  dispersion  in  plastic  monomers.  In  this  way a
          nanocomposite can be created during polymerization,  saving additional
steps in the manufacturing process.                         

     o    React with polymer  molecules to form a "tethered"  system,  ideal for
higher strength applications.                               

Advantages of Nanomer Products                                        

    Nanocor  produces  Nanomer  products with the  following  characteristics,
which it believes make them superior to conventional mineral additives:         

     o    High  purity,   enabling   particles  to  exhibit  consistent  surface
         chemistry. This facilitates Nanocor's ability to provide Nanomers for
          a variety of applications that are sensitive to contaminants,  such as
consumer goods.                                             

     o    Controlled  platelet sizes,  which optimize  property  enhancements in
many applications.                                          

     o    Highly  dispersible   particles  that  enhance  clarity,   and  create
          equivalent property improvements at only one-fifth the addition levels
of many conventional mineral additives.                     

     o    Tightly bound surface treatments, which promotes the ability to create
char layers in fire retardancy applications.                

     o    Particles  with  functionalized  surface  treatments  that  react with
 polymers to form nanocomposites that are tough but resilient.

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Development of Applications for Nanomer Products                      

     Nanocor  uses its  expertise  and  proprietary  processes  to engineer  and
produce Nanomer  products designed for specific product  applications.  It uses 
three development methodologies as described below:                             

     o    Joint Development. In areas with significant potential,  Nanocor often
          collaborates   with  industry  leading  companies  who  are  potential
          customers under joint development agreements.  Nanocor's collaborative
          partners are usually plastic resin  producers.  However,  Nanocor also
          occasionally  partners  with  end-users.  The customer will define the
          performance  objectives  for the project,  such as obtaining a certain
          level of  strength  or  thermal  stability  in  light  of the  product
          application.  The parties will then work together to develop a plastic
          nanocomposite  which  achieves  these  objectives.  Certain  of  these
          agreements  contain an exclusivity  provision  which limits  Nanocor's
          ability to sell the developed product to any third party customers and
          requires the customer to buy the developed  product only from Nanocor.
          These exclusivity provisions are applicable for a limited time period,
          usually between one and two years. These joint development  agreements
          often provide for joint ownership of the intellectual property created
          in the development efforts. Nanocor is currently a party to nine joint
development agreements.                                     

     o    Custom  Development.  Certain  customers  are  interested in having an
          application which Nanocor has already  developed  tailored to meet the
          needs  of  their  specific  product.   These  customer   relationships
          generally  do not  contain  any  exclusivity  or  joint  ownership  of
          intellectual  property  provisions.  To date, Nanocor has or is in the
         process of  developing  over 45 custom  applications  for its Nanomer
products.                                                   

     o    Independent Research. Nanocor also engages in independent research and
          development efforts to create nanocomposites. Any developed technology
is then marketed to the appropriate potential customers.    

Nanocor's Markets                                                               

     Nanocor  has  concentrated  most of its market  development  efforts on the
consumer  packaging,  engineered  products  and  performance  coatings  markets.
Nanocor believes these markets are some of the most likely to initially  benefit
from the superior mechanical, thermal, barrier and flame-retardant properties of
plastic nanocomposites.                                                         

Consumer Packaging                                                    

     The  consumer  packaging  industry  is  marked by a  general  trend  toward
substituting  plastic  containers  for ones  previously  made of glass or metal.
Plastics are  see-through,  shatter proof,  lighter  weight and offer  different
options for container  configuration.  However, many plastics also distort under
high  temperatures,  scalp flavors from food products,  and permit permeation of
air or gases which damage their contents.  Both  nanocomposites and conventional
composites are used by plastic  container  manufacturers  to reduce or eliminate
these  deficiencies  and  improve  the  performance   characteristics  of  their
products.  However, containers made with conventional composites will be heavier
than containers made with nanocomposites.  In addition to increased shipping and
handling  costs,  containers  made with  conventional  composites are limited to
applications which can tolerate reduced clarity.                                

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     One of the most attractive  characteristics  of plastic  nanocomposites for
the consumer  packaging  industry is improved  barrier to gas  permeation.  Many
packaged  foods and  beverages  will be harmed by  exposure  to oxygen.  Plastic
nanocomposites  made with Nanomer products  demonstrate two to six times better 
barrier  protection  compared  to the  same  plastic  without  additives,  while
maintaining package clarity. Plastic nanocomposites help preserve the freshness,
taste and appearance of oxygen-sensitive food and beverage products.            

     Nanocor is pursuing a wide range of applications in the consumer  packaging
industry, including films and packages for processed meats and snacks, rigid and
semi-rigid   containers   for  beer,   soft  drinks  and   tomato-based   foods,
plastic-lined juice cartons,  temperature resistant packages for boil-in-bag and
microwavable foods, as well as moisture resistant packages for electronics.     

Engineered Products                                                   

     The transportation, appliance and electronics industries have also recently
increased the use of plastics.  Durability is one of the most important  factors
for these products. In these industries,  plastics are an attractive alternative
because they are cheaper and lighter than metal.  The  superior  properties  and
lighter weight of plastic  nanocomposites  offer an advantage over  conventional
composites.  Plastic  nanocomposites  also demonstrate more consistent  property
improvements than conventional fillers.                                         

     A significant portion of engineered products must also meet regulatory fire
retardant standards. Traditional fire retardant products require addition levels
as  high as 40% by  weight  to meet  these  standards.  The  addition  of  these
traditional  fire  retardant  additives  causes the  plastics  to be heavier and
weaker.  Nanocomposites are char formers and contribute to fire retardancy. This
permits formulators to significantly  reduce the levels of retardant  additives,
resulting in stronger, lighter weight, and fire-safe products.                  

     Nanocor  is  pursuing a range of  applications  in this  market,  including
automotive  parts,  appliance  housings  and  internals,  and  electronics  from
computer components to cable sheathing.                                         

Performance Coatings                                                  

     Performance  coatings are coatings that deliver  benefits other than simply
decorative appeal. Examples are anti-corrosive,  electrostatically  dissipative,
electro-conductive  and  chemically  resistant  coatings.  Nanocor is developing
coatings  applications  for filament  wound  chemical  tanks,  beverage  storage
vessels,  industrial  floors and automotive  electrocoats.  Nanocor believes its
Nanomer products are particularly appealing as automotive  electrocoats because 
they provide a form of corrosion  resistance  known as crater  control.  Because
coatings "cure" into a three-dimensional network, montmorillonite clay particles
make it more complex, increasing strength, barrier and thermal stability. All of
these  enhancements  contribute to the protective  functions of coatings.  Also,
because  the  montmorillonite  clay  surface  is  electrically  charged,  it can
dissipate  electro-static  charge  or, in  conjunction  with  electro-conductive
polymers,  will improve  conductivity.  Nanocor has also developed Nanomers for 
epoxy-based coatings for sale to formulators.                                   

Marketing                                                                       

     Nanocor markets its products through a combination of business  development
and sales activities in close collaborative relationships with customers in each
market segment.  Business development  activities evaluate and qualify potential
markets, identify the lead customers within the particular market, and develop a
business  case  strategy for  successful  market  penetration.  Once a market is
qualified, Nanocor forms a                                                      

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technical/marketing  team to provide the customer with an engineered solution to
meet that customer's  specific  requirements.  Nanocor also markets its products
and  capabilities  by  sponsorship,  attendance  and  presentations  at advanced
materials   symposia,   publishing   articles  in   scientific   journals,   and
participating in industry trade shows for its target markets.                   

     Nanocor's  sales and marketing  activities  are generally  concentrated  at
plastic resin producers and independent compounders.  Since virtually all of the
applications  for its products are new, Nanocor must participate in a multi-step
process to penetrate the targeted  markets  including  promoting the  technology
along the entire  manufacturing  chain to the end user. This multi-step  process
involves  initial  discussions of the product  application,  which highlight the
advantages of its Nanomer products, proof of concept, proof of feasibility, and 
evaluations  of cost and  manufacturability.  Major  opportunities  are  usually
codified in a joint  development  agreement.  This  process may take  between 12
months and 24 months to complete.                                               

Research and Development                                                        

     Nanocor's  research and  development  activities  focus on  developing  and
commercializing  core  technologies  that have the  capability to serve multiple
markets and provide the technical  basis for significant  company growth.  There
are three components to its research and development strategy:                  

     o    Research and development to characterize  novel or unique behavior and
characteristics of the Nanomers.                            

 o    Design of engineered solutions for customer-specific applications.

     o    Development of process engineering  innovations that enable continuous
          improvement in  manufacturing  yields,  throughput  and cost.  This is
          accomplished  by developing  (1) processes that  consistently  produce
         sufficient  commercial quantities of  application-specific  Nanomers,
         (2) additional  technologies  to allow  Nanomers to be dispersed in a
          variety of matrices, and (3) processes that minimize surface treatment
chemicals or permit the use of lower cost treatments.       

     Nanocor's  total research and  development  expenses during the years ended
December 31,  1999,  1998 and 1997  were $2.3  million,  $2.0  million  and $2.2
million, respectively.  Nanocor's total research and development expenses during
the nine months ended  September 30,  2000 were $1.9 million.  Nanocor's  future
success  will depend in large part upon its  ability to keep pace with  evolving
advanced  materials  technologies  and industry  standards.  Annual research and
development  expenditures  in the $2 million to $3 million range are expected to
be  made  for  the  foreseeable  future.  See  "Risk  Factors  -  -  If  plastic
nanocomposites do not achieve widespread commercial acceptance, Nanocor will not
be able to sell its Nanomer products and its ability to increase revenues would 
be harmed."                                                                     

Intellectual Property                                                           

     Nanocor's  success  and  ability to compete is  dependent  in part upon its
proprietary  technology and intellectual  property  rights.  Nanocor relies on a
combination  of patent,  copyright,  trademark and trade secret laws, as well as
confidentiality  agreements and license  agreements to establish and protect its
proprietary rights.                                                             

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     As of October 15, 2000,  Nanocor had 24 United States patents issued and 18
United States patent applications pending. Pursuant to various joint development
agreements,  one of the issued  patents is jointly owned with a customer and six
of the  pending  patent  applications  were  filed on  behalf of  Nanocor  and a
customer.  Corresponding patent applications are generally filed in the relevant
foreign  countries,  including Japan and most European  countries.  Nanocor also
licenses six patents from third parties.                                        

     Nanocor   requires   its   employees,   consultants,   outside   scientific
collaborators  and  other  advisors  to  sign  confidentiality  and  non-compete
agreements  when their  employment  or  consulting  relationships  begin.  These
agreements provide that all confidential  information developed or made known to
the individual during the course of that person's relationship with Nanocor will
be kept  confidential,  and not be disclosed to third parties except in specific
circumstances.  In the case of research  employees,  the agreements also provide
that all  inventions  made by the individual  will be the exclusive  property of
Nanocor.                                                                        

Competition                                                                     

     Nanocor's primary competition comes from conventional  composites.  The use
of glass fiber and talc are well-established technologies for improving strength
and thermal  properties of plastics.  To date, plastic  nanocomposites  have not
achieved widespread commercial acceptance.  A customer's decision to use plastic
nanocomposites  instead of conventional  composites will depend on many factors,
including the relative cost and performance characteristics of the composites.  

     Nanocor believes it currently faces  competition in the clay  nanocomposite
industry from four clay  companies.  These are Southern Clay  Products,  Inc., a
division of Laporte  Industries  PLC, and Rheox,  Inc., a division of Elementis,
Inc.,  located in the United  States,  Sud Chemie,  AG located in  Germany,  and
Kuminine Industries Company, Ltd. located in Japan. Management believes that all
but one of these companies are engaged primarily in funded research,  and is not
aware  that any of them  have  large  scale  commercial  production  capability.
However,   these  companies  or  others  who  enter  the  market  may  represent
significant  competitive  risks in the future.  See "Risk Factors - - Nanocor is
subject to competition  from  better-capitalized  companies and Nanocor believes
this competition will increase over time."                                      

     Nanocor also faces competition from other developing  technologies aimed at
improving the properties of plastics, including interior and exterior coatings. 

Governmental Regulations                                                        

    The manufacture  and use of certain of the products that contain  Nanomers
are  subject to  governmental  regulation.  As a result,  Nanocor is required to
adhere to the current Good Manufacturing Practices requirements of the U.S. Food
and Drug  Administration and similar regulations in other countries that include
testing,   control   and   documentation   requirements   enforced  by  periodic
inspections.                                                                    

     In addition,  Nanocor's  facilities  and its  operations are subject to the
plant and laboratory  safety  requirements  of various  occupational  safety and
health laws.  To date,  those  regulations  have not  materially  restricted  or
impeded operations.                                                             

Raw Materials                                                                   

     Nanocor's  primary raw material is bentonite  ores.  Nanocor  believes that
adequate  supplies  of  bentonite  are  readily  available  from  a  variety  of
suppliers. Nanocor and AMCOL have entered into a supply agreement for bentonite.

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Litigation                                                                      

Nanocor is not a party to any material litigation.                    

Employees                                                                       

     As of October 15, 2000, Nanocor employed a total of 29 full-time employees.
Twelve of its employees are dedicated to research and development, five of which
hold Ph.D.'s.  Nanocor is not subject to any collective  bargaining  agreements,
and management believes it has good relationships with employees.               

Properties                                                                      

     Nanocor  leases  approximately  10,000 square feet of laboratory and office
space in  Arlington  Heights,  Illinois,  a  Chicago  suburb.  It also  owns and
operates a 59,000 square-foot manufacturing facility in Aberdeen, Mississippi.  

MANAGEMENT

Executive Officers and Directors                                                

     The following table provides  information  concerning  Nanocor's  executive
officers and directors.                                                         

  Name                Age                           Position
John Hughes                     57     Director                                 
Peter L. Maul                   50     President                                
Clarence O. Redman              57     Secretary                                
Lawrence E. Washow              47     Chairman, Chief Executive Officer and    
      Director

     John Hughes will be a member of Nanocor's Board of Directors  following the
distribution.  Mr.  Hughes has been  Chairman of the Board of Directors of AMCOL
since May 1998 and a Director of AMCOL since 1984.  Mr.  Hughes  served as Chief
Executive Officer of AMCOL from 1985 through May 2000.                          

     Peter L. Maul has been President of Nanocor since 1995. Mr. Maul has been a
Vice President of AMCOL since 1993.                                             

     Clarence O. Redman will be Secretary of Nanocor following the distribution.
Mr.  Redman has been a Director  of AMCOL  since  1989.  Mr.  Redman has been of
counsel to the law firm of Lord,  Bissell & Brook,  the law firm that  serves as
Corporate Counsel to AMCOL and Nanocor,  since October 1997. Prior thereto,  Mr.
Redman was an individual and corporate  partner and Chief  Executive  Officer of
the law firm of Keck, Mahin & Cate. In December 1997, Keck, Mahin & Cate filed a
voluntary  petition  in  bankruptcy  under  Chapter  11  of  the  United  States
Bankruptcy Code.                                                                

     Lawrence E. Washow will be Chairman and Chief Executive  Officer of Nanocor
following the distribution. Mr. Washow has been Chief Executive Officer of AMCOL
since May 2000, President and a Director of AMCOL since 1998 and Chief Operating
Officer of AMCOL since 1997. Prior thereto, Mr. Washow was Senior Vice President
of  AMCOL  and  President  of  Chemdal  International   Corporation,   an  AMCOL
subsidiary.                                                                     

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Composition of the Board of Directors                                           

     Nanocor's bylaws and restated certificate of incorporation provide that the
board shall  determine  the number of members of Nanocor's  board of  directors.
Nanocor's board of directors is currently composed of two directors.  Before the
completion  of the  distribution,  Nanocor will increase its board to include at
least two directors who will not be employed by Nanocor. Prior to the completion
of the  distribution,  Nanocor's  board of directors  will be divided into three
classes as nearly equal in size as possible with staggered, three-year terms. At
each annual  meeting of Nanocor's  stockholders,  the successors to the class of
directors whose term expires at that time will be elected for a three-year term.

Committees                                                                      

     Nanocor's   board  of  directors  will  have  an  audit   committee  and  a
compensation committee.  Both the audit committee and the compensation committee
will have independent directors as members.                                     

     The audit committee will recommend the selection of and review the services
provided  by  Nanocor's  independent  auditors,  consult  with  the  independent
auditors and review the need for internal  auditing  procedures and the adequacy
of internal controls and report and make recommendations to the full board.     

     The  compensation  committee will determine the  compensation  of the Chief
Executive  Officer,  recommend the  compensation of Nanocor's key management and
personnel and recommend stock option grants and other benefits.                 

Director Compensation                                                           

     Directors of Nanocor do not currently  receive cash  compensation for their
services  as  directors  or members  of  committees  of the board of  directors.
However,  non-employee  directors  will be  eligible  to  receive  awards  under
Nanocor's 2000 Stock Plan. Nanocor will reimburse directors for their reasonable
expenses  incurred  in  attending  board  and  committee  meetings.  Except  for
eligibility under the 2000 Stock Plan and the reimbursement of expenses, Nanocor
has not yet adopted specific policies on directors' compensation and benefits.  

Executive Compensation                                                          

     The following table sets forth compensation information for Nanocor's chief
executive  officer and its other employee  executive officer for the fiscal year
ended December 31, 1999. These officers are referred to as the "named officers."
Mr.  Washow's  information  is based on  compensation  earned as an  employee of
AMCOL. Following the distribution, Mr. Washow's annual salary will be $________.
In connection with this distribution,  Nanocor has established  employee benefit
plans and arrangements so that,  following this  distribution,  the compensation
and  employee  benefits of  Nanocor's  executive  officers  and all of its other
employees will be provided only by Nanocor. See "Employee Benefits Plans."      

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                                                        [Enlarge/Download Table]

                                                                                                                  All Other  
                                                                                                Long-Term       Compen-sation
             Name and Principal Position                 Annual Compensation (1)(2)        Compensation Awards     ($)(4)    
                                                                                               Securities                    
                                                                                  Bonus        Underlying                    
                                                      Year       Salary ($)      ($)(3)        Options (#)                   
     Lawrence E. Washow                                                                                                      
                                                                                                                             
     Chief Executive Officer of AMCOL                 1999         $350,000      $437,500          21,250           $31,280  
     Peter L. Maul                                                                                                           
     President of Nanocor                             1999          148,000        73,837           7,600             9,125  
<FN>                                                                                                                         
(1)  Includes  deferred  compensation  under  AMCOL's  Savings  Plan and AMCOL's                                             
     Deferred Compensation Plan.                                                                                             
(2)  The incremental cost of non-cash  compensation and other personal  benefits                                             
     during  any year  presented  did not exceed the lesser of $50,000 or 10% of                                             
     the total of annual  salary and bonus  reported  for any  individual  named                                             
     above.                                                                                                                  
(3)  The figures in this column reflect bonuses from AMCOL's Executive Incentive                                             
     Compensation Plan and Bonus Plan.                                                                                       
(4)  The figures in this column  include  matching  contributions  under AMCOL's                                             
     Savings Plan.                                                                                                           
</FN>                                                                                                                        

Option Grants in Last Fiscal Year                                               

     Shown below is information on grants of incentive  stock options from AMCOL
during the fiscal year ended December 31, 1999 to Nanocor's named officers.     

                                                        [Enlarge/Download Table]

                  Name                                           Individual Grants in 1999                    
                                       Number of                                                              
                                       Securities      % of Total                                      Grant  
                                       Underlying        Options         Exercise        Expiration    Date   
                                        Options        Granted to        Price (3)          Date      Present 
                                      Granted (1)     Employees (2)                                  Value (4)

                                                                                                              
     Lawrence E. Washow                   21,250          7.38%            $9.00           2/03/09     $74,370
     Peter L. Maul                         7,600          2.64%             9.00           2/03/09      26,598
<FN>                                                                                                          
(1)  These Incentive Stock Options ("ISOs") were issued pursuant to AMCOL's 1998                              
     Long-Term  Incentive Plan (the "1998 Plan") and may not be exercised  until                              
     they vest.  These ISOs vest 40% after two years, 60% after three years, 80%                              
     after  four  years and 100% after  five  years,  provided  that on death or                              
     retirement under specified conditions,  these ISOs become fully vested. The                              
     exercise  price may not be less than the fair  market  value of the  shares                              
     subject to the option on the date of grant.  The exercise  price may not be                              
     less than 110% of such fair market  value if the  purchaser  is a holder of                              
     more than 10% of AMCOL's  outstanding voting securities.  In the event of a                              
     change in control, all outstanding options vest.                                                         
(2)  Based on 288,000 options granted to all employees.                                                       
(3)  Fair market value on the date of grant.                                                                  
(4)  The  estimated  grant date  present  value  reflected in the above table is                              
     determined  using the  Black-Scholes  model.  The material  assumptions and                              
     adjustments incorporated in the Black-Scholes model in estimating the value                              
     of the options  reflected  in the above table  include  the  following:  an                              
     exercise  price on the option of $9.00,  equal to the fair market  value of                              
     the  underlying  stock on the date of  grant;  an  option  term of 6 years;                              
     interest rate of 4.87%  representing  the interest  rates on U.S.  Treasury                              
     securities on the date of grant with maturity  dates  corresponding  to the                              
     vesting of the options;  volatility  of 44.9% and dividends at the rate of                               
     $0.24 per share representing the annualized  dividends paid with respect to                              
     a share of common stock at the date of grant. There have been no reductions                              
     to reflect  the  probability  of  forfeiture  due to  termination  prior to                              
     vesting,  or to reflect the  probability of a shortened  option term due to                              
     termination of employment prior to the option expiration date.                                           
</FN>                                                                                                         

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Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values          

     Shown below is information  with respect to options  exercised by Nanocor's
named officers  pursuant to AMCOL's  option plans during 1999,  and  unexercised
options  granted in 1999 and prior years under AMCOL's option plans to Nanocor's
named officers and held by them at December 31, 1999.                           

                                                        [Enlarge/Download Table]

                                                                   Number of Securities     Value of Unexercised  
                                      Shares                      Underlying Unexercised   In-the-Money Options at
                 Name                Acquired        Value         Options at 12/31/99            12/31/99        
                                        on          Realized           Exercisable/             Exercisable/      
                                     Exercise                         Unexercisable           Unexercisable (1)   
                                                                                                                  
     Lawrence E. Washow                20,000        $182,333         105,003 /    53,469     $785,263 /  $281,791
     Peter L. Maul                         --              --          23,437 /    25,264      130,107 /   130,459
<FN>                                                                                                              
(1)  Based on the closing sale price as quoted on The New York Stock Exchange on                                  
     that date.                                                                                                   
</FN>                                                                                                             
                                                        [Enlarge/Download Table]

Pension Plans                                                                                             

         Remuneration             Estimated Annual Retirement Benefits Based on Years of Service          
                       15 Years       20 Years       25 Years        30 Years       35 Years      40 Years
                                                                                                          
          $150,000       $33,750       $45,000         $56,250        $67,500         $78,750      $84,375
           200,000        45,000        60,000          75,000         90,000         105,000      112,500
           250,000        56,250        75,000          93,750        112,500         131,250      140,625
           300,000        67,500        90,000         112,500        135,000         157,500      168,750
           350,000        78,750       105,000         131,250        157,500         183,750      196,875
           400,000        90,000       120,000         150,000        180,000         210,000      225,000
           450,000       101,250       135,000         168,750        202,500         236,250      253,125
           500,000       112,500       150,000         187,500        225,000         262,500      281,250
           550,000       123,750       165,000         206,250        247,500         288,750      309,375

     The above table shows the estimated annual retirement benefits payable on a
straight life annuity basis to participating  employees,  including officers, in
the  earnings  and years of  service  classifications  indicated  under  AMCOL's
retirement plans,  which cover  substantially all of its domestic employees on a
non-contributory  basis.  The estimated  benefits as disclosed below assume that
the plans will be  continued  and that the  employee  will elect to receive  his
pension at normal retirement age. The table above and the estimates below do not
reflect the reduction in an individual's  final monthly  compensation due to the
social security monthly covered  compensation.  This reduction is based upon the
retirement year for a particular individual.                                    

                                                                [Download Table]

                    Years of    Average     Pension  
              Name   Service  Compensation  Benefit  
                                                     
Lawrence E. Washow     21        $375,426    $112,142
Peter L. Maul          16         162,907      37,077

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     The above  table  indicates  the  average  earnings  for the  highest  five
consecutive calendar years and the number of years of credited service under the
pension plans as of December 31, 1999,  for Nanocor's  named  officers.  Covered
compensation  includes a  participant's  base salary,  commissions,  bonuses and
salary reductions under AMCOL's Savings Plan and Deferred Compensation Plan.    

     Nanocor does not currently  intend to adopt a pension plan or  supplemental
pension plan.                                                                   

Employee Benefit Plans                                                          

Nanocor, Inc. 2000 Stock Plan                                         

     Nanocor  adopted the Nanocor,  Inc. 2000 Stock Plan, and AMCOL, as the sole
stockholder, has approved this plan.                                            

     The  following  description  of the plan is  qualified  in its  entirety by
reference to the full text of the plan.                                         

     General;  Shares Available for Issuance under the Plan. The 2000 Stock Plan
enables  Nanocor  to  make  awards  of  options,   restricted  stock  and  stock
appreciation  rights  to  its  directors  and  employees,   including  executive
officers.  Nanocor  believes the plan provides it with  flexibility in designing
and providing  incentive  compensation in order to attract and retain  employees
and directors  who are in a position to make  significant  contributions  to its
success,  to  reward  employees  and  directors  for past  contributions  and to
encourage  employees  and  directors  to take into account  Nanocor's  long-term
interests  through  ownership of common stock.  Subject to adjustment  for stock
splits and similar events, the maximum number of shares of common stock that may
be issued under the plan is  __________,  and the aggregate  number of shares of
common stock for which awards of  restricted  stock may be issued under the plan
is __________.                                                                  

     Administration; Participants. The 2000 Stock Plan will be administered by a
committee of two or more of our directors elected by the board. Unless otherwise
determined by the board, the  compensation  committee of the board will serve as
the plan committee.  Nanocor's directors and employees  (including directors and
employees of any  subsidiaries  and  affiliates)  are eligible to receive awards
under the plan,  but no  participant  may receive  awards  under the plan in any
calendar year covering more than __________ shares of Nanocor's common stock.   

     Stock  Options.  The committee may grant stock options under the 2000 Stock
Plan to directors and employees.  Stock options enable the recipient to purchase
shares of Nanocor common stock at a price specified by the committee at the time
the award is made.  The plan permits the granting of stock  options that qualify
as incentive stock options under Section 422 of the Internal Revenue Code, which
may only be granted to  employees,  and stock  options  that do not  qualify for
incentive  stock  option  treatment,  which  may  be  granted  to  employees  or
directors.  The committee  determines  the per share exercise price of all stock
options.  As a general rule, the exercise price for all incentive  stock options
may not be less than the fair  market  value of a share of  common  stock at the
time of grant. Unless otherwise determined by the committee,  the exercise price
for all non-incentive  stock options will be the fair market value of a share of
common stock at the time of grant.  The committee  will determine when an option
may be  exercised  and its term,  but the term may not exceed ten years.  Unless
otherwise  determined by the  committee,  options will vest 25% each year over a
four-year period.                                                               

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     Restricted  Stock.  The committee may grant restricted stock under the 2000
Stock Plan.  An award of  restricted  stock  entitles the recipient to shares of
Nanocor common stock, subject to the conditions imposed by the committee,  which
may include a vesting requirement. Unless otherwise determined by the committee,
shares of  restricted  stock  will vest 25% each year over a  four-year  period.
Until the restrictions lapse,  shares of restricted stock are  non-transferable.
In general, recipients of restricted stock have all rights of a stockholder with
respect to the shares, including voting and dividend rights, subject only to the
conditions and restrictions generally applicable to restricted stock or to other
restrictions and conditions specifically set forth in the award agreement.      

     Stock  Appreciation  Rights.  The  committee  may  grant  awards  of  stock
appreciation  rights under the 2000 Stock Plan. An award of a stock appreciation
right entitles the recipient to surrender an exercisable award in exchange for a
payment  equal to the  product of (i) the excess of the fair  market  value of a
share of common stock on the date of  surrender  over the fair market value of a
share of common  stock on the date the award  was made,  and (ii) the  number of
shares of common stock subject to the award. This payment may be made in cash or
shares of common stock.  The committee will determine when a stock  appreciation
award  may be  surrendered  and its term.  Unless  otherwise  determined  by the
committee, awards of stock appreciation rights will be eligible for surrender at
a rate of 25% each year over a four-year period.                                

     Effect of Termination of Employment.  As a general rule,  terminations upon
retirement,  death or for permanent  disability  will result in the  accelerated
vesting of options and stock appreciation rights and the lapsing of restrictions
on  restricted  stock.  Other  terminations  will  result in the  forfeiture  of
unvested options, stock appreciation rights and restricted stock and termination
by Nanocor for cause will result in the  forfeiture  of all vested and  unvested
options, stock appreciation rights and restricted stock.                        

     Adjustments for Changes in Capitalization; Change in Control. The committee
will make  appropriate  adjustments  to the  maximum  number of shares of common
stock that may be delivered under the plan and to outstanding  awards to reflect
stock dividends,  stock splits, and similar changes in capitalization.  The plan
provides  that if in the year  following a change of control,  as defined in the
plan, a participant is terminated  without cause or resigns for reasons relating
to relocation or decreased  responsibilities  or  compensation,  all options and
stock  appreciation  rights will vest and all  restrictions on restricted  stock
will lapse. In the event of an  extraordinary  corporate  transaction  such as a
merger,  the committee may provide for a cash payment or substitute  award to be
delivered to plan participants in exchange for their outstanding awards.        

     Amendment  and  Termination.  The  committee  may at any  time  discontinue
granting awards under the 2000 Stock Plan.  Unless an earlier date is imposed by
the  board,  awards  may not be made  under  the plan  after  __________,  2010.
Nanocor's  board of directors may at any time amend the plan or any  outstanding
award for any  purpose  permitted  by law.  However,  none of these  actions may
adversely affect the rights of a holder of any previously granted award.        

     Grants under Our 2000 Stock Plan.  In  connection  with this  distribution,
Nanocor has made initial  grants of stock  options to some of its  directors and
employees under the 2000 Stock Plan. An aggregate of __________ shares of common
stock are issuable  upon the exercise of these  options,  and these options were
granted at an exercise price equal to __________. The following table sets forth
the number of shares of Nanocor common stock underlying these options:          

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                                                        [Enlarge/Download Table]

                     Name and Position              Number of Shares  Underlying Options
                                                                                        
Lawrence E. Washow, Chief Executive Officer                                             
Peter L. Maul, President                                                                
All non-employee directors as a group (__ persons)                                      
All employees as a group (_____ persons)                                                

401(k) Plan                                                   

     Nanocor's  employees will be eligible to  participate in the Nanocor,  Inc.
401(k) retirement and deferred savings plan. This plan is intended to qualify as
a tax-qualified plan under the Internal Revenue Code.  Employees are eligible to
participate  in the plan on the  first  day of any  quarter  coincident  with or
immediately following their date of hire by Nanocor. The plan provides that each
participant may contribute up to 16% of his or her pre-tax gross compensation up
to a  statutory  limit,  which is $10,500 in  calendar  year 2000.  All  amounts
contributed by participants and earnings on participant  contributions are fully
vested at all  times.  Nanocor  may  contribute  an  amount  equal to 4% of each
participant's  compensation,  subject to a maximum  includable  compensation  of
$170,000,  which amount is subject to  adjustment  for cost of living  increases
after  calendar year 2000.  All accounts  under the plan are fully vested at all
times.                                                                          

Indemnification of Directors and Executive Officers and Limitation of Liability 

     As permitted by the Delaware General  Corporation Law,  Nanocor's  restated
certificate of incorporation provides that its directors shall not be personally
liable for  monetary  damages to  Nanocor  or its  stockholders  for a breach of
fiduciary duty as a director, except liability for:                             

     o    a  breach  of  the  director's  duty  of  loyalty  to  Nanocor  or its
stockholders;                                               

     o    acts or  omissions  not in good  faith  or which  involve  intentional
misconduct or a knowing violation of law;                   

     o    an act  related  to our  unlawful  stock  repurchase  or  payment of a
          dividend under Section 174 of the Delaware General Corporation Law; or

     o    transactions  from which the  director  derived an  improper  personal
benefit.                                                    

     These  limitations of liability do not apply to  liabilities  arising under
the federal  securities  laws and do not affect the  availability  of  equitable
remedies such as injunctive relief or rescission. Nanocor's restated certificate
of incorporation  also authorizes  Nanocor to indemnify its officers,  directors
and other agents to the fullest extent permitted under Delaware law.            

     As permitted by the Delaware  General  Corporation  Law,  Nanocor's  bylaws
provide that:                                                                   

     o    it is required to indemnify  its directors and officers to the fullest
          extent permitted by the Delaware  General  Corporation Law, subject to
limited exceptions;                                         

     o    it is required to advance expenses,  as incurred, to its directors and
          officers in connection  with a legal  proceeding to the fullest extent
          permitted by the Delaware General  Corporation Law, subject to limited
exceptions; and                                             

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o    the rights provided in the bylaws are not exclusive.             

     Nanocor intends to enter into separate indemnification agreements with each
of  its  directors  and  officers,  which  may  be  broader  than  the  specific
indemnification  provisions  contained in the Delaware General  Corporation Law.
These indemnification  agreements may require Nanocor to indemnify its directors
and  officers  against  liabilities  that may arise by reason of their status or
service as directors or officers,  other than  liabilities  arising from willful
misconduct. These indemnification agreements also may require Nanocor to advance
any expenses incurred by the directors or officers as a result of any proceeding
against them as to which they could be indemnified and to obtain  directors' and
officers' insurance if available on reasonable terms.                           

     At present,  there is no pending litigation or proceeding  involving any of
Nanocor's  directors,  officers,  employees or agents where  indemnification  by
Nanocor  is  sought.  In  addition,  Nanocor  is not  aware  of  any  threatened
litigation or proceeding which may result in a claim for indemnification.       

   Nanocor intends to maintain directors' and officers' liability insurance.

 OWNERSHIP OF NANOCOR COMMON STOCK

     All of the  outstanding  Nanocor  stock is  currently  held by  AMCOL.  The
following  tables set forth  projected  Nanocor stock  ownership for the persons
expected to own more than 5% of Nanocor's stock following the  distribution  and
for each director and each executive  officer.  These projections are based on a
distribution  of one share of Nanocor  stock for every __ shares of AMCOL  stock
beneficially owned by the listed persons on ____________, 2000.                 

Security Ownership of Five Percent Beneficial Owners                            

                                                        [Enlarge/Download Table]

                                                                            Number of Shares and          
                 Name and Address of Beneficial Owner                       Nature of Beneficial   Percent
                                                                                Ownership (1)     of Class
                                                                                                          
Bank of Montreal                                                               __________ (2)     [_____]%
   Paul Bechtner Trust                                                                                    
   111 West Monroe Street                                                                                 
   Chicago, Illinois 60690                                                                                

Everett P. Weaver                                                            ___________ (3)(4)   [_____]%
   c/o AMCOL International Corporation                                                                    
   1500 West Shure Drive, Suite 500                                                                       
   Arlington Heights, Illinois 60004-7803                                                                 

William D. Weaver                                                           _____________ (3)(5)  [_____]%
   c/o AMCOL International Corporation                                                                    
   1500 West Shure Drive, Suite 500                                                                       
   Arlington Heights, Illinois 60004-7803                                                                 
<FN>                                                                                                      
(1)  Nature of  beneficial  ownership is direct  unless  otherwise  indicated by                          
     footnote.  Beneficial  ownership  as shown in the  table  arises  from sole                          
     voting and investment power unless otherwise indicated by footnote.                                  
(2)  Voting and investment  power are shared by the trustees of this trust.  See                          
     note (3) below.                                                                                      
(3)  Includes___________  shares  held in the  Paul  Bechtner  Trust as to which                          
     Messrs.  Everett P. Weaver,  William D. Weaver and the Bank of Montreal are                          
     co-trustees and share voting and investment power.                                                   
(4)  Includes  __________  shares in a trust as to which  voting and  investment                          
     power are shared with Mr. Weaver's wife.                                                             

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(5)  Includes  _________  shares held in a living trust and _______  shares in a                          
     charitable  remainder  unit  trust as to which Mr.  Weaver  exercises  sole                          
     voting and investment power. Also  includes______  shares held by his wife,                          
     ______ shares held in his wife's living trust,  _______  shares held by his                          
     wife as trustee for the benefit of her brother,  and ______  shares held by                          
     his wife for the benefit of their  grandchildren as to which Mr. Weaver may                          
     be deemed to share voting and investment power.                                                      
</FN>                                                                                                     

Security Ownership of Directors and Executive Officers                          

                                                        [Enlarge/Download Table]


                         Beneficial Owner                           Number of Shares and Nature  Percent of Class
                                                                    of Beneficial Ownership (1)                  
                                                                                                                 
John Hughes                                                                                                      
Peter L. Maul                                                                                                    
Clarence O. Redman                                                                                               
Lawrence E. Washow                                                                                               
All Directors and Executive Officers                                                                             
<FN>                                                                                                             
*    Percentage  represents  less  than 1% of the total  shares of common  stock                                 
     outstanding as of __________, 2000.                                                                         
(1)  Nature of beneficial ownership is set forth on Page _____.                                                  
</FN>                                                                                                            

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                                                        [Enlarge/Download Table]
                                   Nature of Beneficial Ownership (Shares Held) as of _____________, 2000                       
                                                                                                       As Trustee               
                           Directly or     In the        In            As                     By         of the      Subject to 
      Beneficial Owner       as Joint     Company's    Limited      Trustee or     As       Family     Company's       Options  
                           Tenants (1)     Savings    Partnership   Co-Trustee  Custodian   Members   Pension Plan   Exercisable
                                           Plan (2)                                                      (3)        in 60 Days  
                                                                                                                                
John Hughes                                                                                                                     
Peter L. Maul                                                                                                                   
Clarence O. Redman                                                                                                              
Lawrence E. Washow                                                                                                              
All Directors and                                                                                                               
   Executive Officers                                                                                                           
<FN>                                                                                                                            

(1)  Includes  shares held in joint tenancy with spouses for which voting rights                                                
     may be shared.                                                                                                             
(2)  With the exception of Mr. Redman's  shares,  which are held in the Clarence                                                
     O. Redman PC Savings Plan, the shares are held in AMCOL's Savings Plan.                                                    
(3)  Messrs. Hughes and Washow share voting rights with an AMCOL officer.                                                       
</FN>                                                                                                                           

RELATIONSHIP BETWEEN AMCOL AND NANOCOR

     In connection  with the  distribution,  AMCOL and Nanocor will enter into a
separation  agreement  which sets forth the  arrangements  between  the  parties
regarding  Nanocor's   separation  from  AMCOL  and  the  distribution  and  the
relationship  between  AMCOL and Nanocor  after the  distribution.  In addition,
AMCOL and  Nanocor  will enter into a tax  sharing  agreement  to  allocate  tax
liabilities between the parties for periods prior to and after the distribution.

     We  have  provided  below  a  description  of  the  material  terms  of the
separation  agreement  and the tax sharing  agreement.  You should read the full
text of these  agreements which have been filed with the Securities and Exchange
Commission as exhibits to the  registration  statement of which this information
statement is a part. See "Where You Can Find More Information."                 

Separation Agreement                                                            

     The separation agreement contains the principal terms relating to Nanocor's
separation from AMCOL and distribution  and the  relationship  between AMCOL and
Nanocor after the distribution.                                                 

     Contribution.  On  or  prior  to  the  distribution  date,  AMCOL  and  its
affiliates will contribute and transfer to Nanocor the following assets:        

     o    the outstanding amount of all intercompany advances from AMCOL and its
affiliates to Nanocor through the distribution date; and    

     o    all of AMCOL's  and its  affiliates'  right,  title and  interests  to
          specified patents,  trademarks,  technical information,  trade secrets
          and other  intellectual  property  used in the  operation of Nanocor's
business.                                                   

     AMCOL will be responsible for all transfer taxes, recording costs, or other
fees and expenses  incurred in connection with the  contribution and transfer of
the assets described above by AMCOL and its affiliates to Nanocor.              

     Distribution.  On or before  the  distribution  date,  AMCOL has  agreed to
deliver  to the  distribution  agent all of the  outstanding  shares of  Nanocor
common stock and to cause the  distribution  agent to distribute those shares on
____________, 2000 to the holders of record of AMCOL common stock on __________,
2000,  the record date. The  distribution  will be effective as of ______ on the
distribution date.                                                              

     Release of  Pre-Distribution  Claims. As of the distribution  date, Nanocor
will  release  AMCOL and its  affiliates  and  representatives,  and AMCOL  will
release  Nanocor and its affiliates and  representatives,  from any  liabilities
arising from events  occurring  on or before the  distribution  date,  including
events  occurring in connection  with the activities to implement the separation
and the distribution.  This provision will not impair a party from enforcing the
separation  agreement  and the other  separation  documents or any  arrangements
specified in any of these documents.                                            

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     Indemnification.  Pursuant to the separation agreement,  Nanocor has agreed
to indemnify,  defend and hold harmless  AMCOL and each of its  affiliates,  and
each of their respective directors,  officers,  employees,  agents, advisors and
representatives,  against  any and all  actions,  claims,  damages,  losses,  or
liabilities  resulting  from,  relating  to  or  arising,  whether  prior  to or
following the  distribution  date, out of or in connection with the operation of
Nanocor's business.                                                             

     AMCOL has agreed to indemnify, defend and hold harmless Nanocor and each of
its affiliates,  and each of their respective  directors,  officers,  employees,
agents,  advisors  and  representatives,  against any and all  actions,  claims,
damages,  losses, or liabilities resulting from, relating to or arising, whether
prior to or following the  distribution  date, out of or in connection  with the
operation of AMCOL's businesses (other than Nanocor).                           

     Under the separation agreement, AMCOL and Nanocor, as indemnifying parties,
have various  rights.  The  indemnitee  may defend and,  with the consent of the
indemnifying  party,  compromise  and  settle a claim  and will be  entitled  to
reimbursement  for its  reasonable  attorneys'  fees and  expenses  incurred  in
defending the claim and indemnification for any liabilities incurred as a result
of a claim.                                                                     

     An  indemnifying  party may elect to defend at its own  expense and through
counsel chosen by it, any claim by a third party if the claim will, or is likely
to,  obligate  the  indemnifying  party  to  provide  indemnification.   If  any
indemnifying  party elects to defend a third-party  claim, but in the reasonable
judgment of an indemnitee,  the indemnifying party fails to timely, properly and
adequately  defend the  third-party  claim,  the indemnitee may do so. There are
restrictions on the ability of the indemnifying  party to settle or compromise a
claim if the settlement or compromise would be harmful to the indemnitee.       

     If an indemnitee recovers amounts from third parties,  such as an insurance
company,  these amounts will reduce the amount the  indemnifying  party must pay
unless the indemnitee or its affiliates remain directly or indirectly liable for
those amounts pursuant to self-insurance or re-insurance arrangements.          

     Access to Information.  Both AMCOL and Nanocor have agreed to cooperate and
provide  each  other  with  reasonable  access to all  information,  other  than
information  which  is  confidential  or  privileged,  that is  relevant  to the
performance  of the  separation  agreement  or any other  agreement  between the
parties or otherwise relates to its business and the prior relationship  between
the parties.  Nanocor has also agreed to preserve all books and records relating
to its business for a specified period of time, to thereafter notify AMCOL if it
intends to destroy any of these  records,  and to give AMCOL the  opportunity to
take possession of those records if it desires to do so. In addition, each party
has agreed to use its  commercially  reasonable  efforts to make its  directors,
officers,   employees  and  other  representatives  available  as  witnesses  in
connection with any legal proceedings in which the other party may be involved. 

     AMCOL and  Nanocor  have  generally  agreed not to  disclose or release any
information  regarding the other party in its possession or provided to it or to
use  this  information  for any  purpose  other  than  as  permitted  under  the
separation  agreement or any other agreement between the parties,  except to the
extent that the information is in the public domain,  is later lawfully acquired
from other sources, or has been independently generated.                        

     Dispute  Resolution.  The separation  agreement  contains  provisions  that
govern  the  resolution  of  disputes,  controversies  or claims  that may arise
between AMCOL and Nanocor except to the extent  otherwise  provided in any other
agreement  between  the  parties  in  connection  with  the  distribution.   The
separation  agreement  provides  that  the  parties  will  use all  commercially
reasonable  efforts  to settle  all  disputes  arising  in  connection  with the
agreement  without  resorting to mediation,  arbitration or otherwise.          

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If these  efforts are not  successful,  either  party may submit the dispute for
non-binding mediation.  If mediation is not successful in resolving any dispute,
any party may resort to any  remedies  it may have at common  law or  otherwise,
including litigation. Neither party will be entitled to consequential,  special,
exemplary or punitive damages.                                                  

     Further Assurances.  In addition to the actions  specifically  provided for
elsewhere in the separation  agreement,  each of AMCOL and Nanocor has agreed to
use all  commercially  reasonable  efforts  to take,  or cause to be taken,  all
actions,  and to do, or cause to be done,  all things  reasonably  necessary to,
proper  and  advisable,  to  consummate  the  transactions  contemplated  by the
separation  agreement and the other agreements  between the parties described in
this information statement.                                                     

Tax Sharing Agreement                                                           

     AMCOL and Nanocor will enter into a tax sharing agreement which will govern
AMCOL's and Nanocor's  respective  responsibilities  and  obligations  after the
distribution  with  respect  to  taxes  for  periods  ending  on or prior to the
distribution and taxes incurred in connection with the distribution.  Generally,
AMCOL will be  responsible  for all taxes that are allocated to periods prior to
the  distribution  and all taxes  resulting from the  distribution,  and each of
AMCOL and Nanocor will be responsible  for its own tax  liabilities  for periods
after the distribution.  In addition,  the tax sharing agreement  requires AMCOL
and Nanocor to cooperate  with each other and share  information  in  connection
with the  preparation of their  respective tax returns and in dealing with other
tax matters.                                                                    

 DIVIDEND POLICY

     Nanocor  does not  currently  intend to pay cash  dividends  on the Nanocor
common stock.                                                                   

DESCRIPTION OF CAPITAL STOCK

     The following  description of our capital stock is subject to and qualified
in its entirety by our restated  certificate  of  incorporation  and amended and
restated bylaws, which are included as exhibits to the registration statement of
which this information  statement is a part, and by the applicable provisions of
Delaware law.                                                                   

Authorized Stock                                                                

     Immediately  after the  distribution,  our  authorized  capital  stock will
consist of  _________  shares of common  stock,  $0.01 par value per share,  and
__________  shares of preferred stock,  $0.01 par value per share.  Based on the
number  of  shares of AMCOL  common  stock  outstanding  as of  ________,  2000,
approximately  ___________  shares of our  common  stock will be issued to AMCOL
stockholders in the distribution.                                               

Common Stock                                                                    

     The  holders of our common  stock are  entitled  to one vote per share with
respect to each matter  presented  to our  stockholders  on which the holders of
common  stock are entitled to vote.  Subject to  preferences  applicable  to any
outstanding preferred stock, the holders of common stock are entitled to receive
ratably any  dividends  declared by our board of directors  out of funds legally
available  for that purpose.  In the event of our  liquidation,  dissolution  or
winding up, the  holders of common  stock are  entitled to share  ratably in all
assets remaining after payment of liabilities, subject to the prior distribution
rights of                                                                       

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any preferred  stock then  outstanding.  The holders of our common stock have no
preemptive,  subscription or conversion rights. The outstanding shares of common
stock are, and all shares of common stock being offered  hereby will be upon the
completion of the distribution, fully paid and non-assessable.                  

Preferred Stock                                                                 

     Our  board  of  directors  has  the   authority,   without  action  by  our
stockholders,  to designate and issue  preferred stock in one or more series and
to designate the rights, preferences and privileges of each series, which may be
greater than the rights of our common  stock.  The  issuance of preferred  stock
could have the effect of delaying,  deferring or  preventing a change in control
of our company  without  further  action by our  stockholders  and may adversely
affect the market price, and the voting and other rights,  of the holders of our
common stock. The issuance of preferred stock with voting and conversion  rights
may adversely affect the voting power of the holders of common stock,  including
the loss of voting rights to others.                                            

     Our board of directors  expects to designate  __________ shares of Series A
junior  participating  preferred stock in connection with the proposed preferred
stock rights plan discussed  below.  We have no current plans to issue any other
shares of preferred stock.                                                      

Anti-Takeover Effects of Our Charter and Bylaws and Delaware Law                

Charter and Bylaw Provisions                                          

     Our  restated  certificate  of  incorporation  and bylaws  contain  certain
provisions  that could make it more  difficult for a third party to acquire,  or
may discourage a third party from attempting to acquire, control of our company.
These provisions, summarized below, are expected to discourage coercive takeover
practices and inadequate  takeover bids.  These  provisions are also designed to
encourage  persons  seeking to acquire control of us to first negotiate with our
board of directors. We believe that the benefits of increased protection give us
the  potential  ability to  negotiate  with the  proponent of an  unfriendly  or
unsolicited proposal to acquire or restructure us and outweigh the disadvantages
of  discouraging  such proposals  because  negotiation  of such proposals  could
result in an improvement of their terms.                                        

     Classified Board of Directors. Our board of directors is divided into three
classes.  The directors in each class will serve for a three-year term, with one
class being elected each year by our stockholders. See "Management - - Executive
Officers and  Directors."  This system of electing and  removing  directors  may
discourage a third party from making a tender offer or otherwise  attempting  to
obtain control of the company  because it generally  makes it more difficult for
stockholders to replace a majority of the directors.                            

     Stockholder  Meetings.  Our restated certificate of incorporation  provides
that special  meetings of our stockholders may be called only by the chairman of
the board, our President or a majority of the whole board of directors.         

     Elimination  of  Stockholder  Action  by  Written  Consent.   Our  restated
certificate  of  incorporation  eliminates the right of  stockholders  to act by
written consent without a meeting.                                              

     Requirements  for  Advance  Notification  of  Stockholder  Nominations  and
Proposals.  Our bylaws  establish  advance  notice  procedures  with  respect to
stockholder  nominations for the election of directors and stockholder proposals
to be brought at any meeting of our stockholders.  These provisions may preclude
stockholders  from  making  nominations  for  directors  at an annual or special
meeting of  stockholders or from bringing other matters before an annual meeting
of stockholders.                                                                

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     Authorization  of  Rights  Plan with  Continuing  Director  Provision.  Our
restated  certificate  of  incorporation   expressly  authorizes  our  board  of
directors to adopt a stockholders rights plan of the type adopted by many public
companies. Such plans grant rights to stockholders to purchase securities of the
company and are intended to discourage  purchases of substantial  amounts of the
company's  stock  without the  approval of the  company's  board of directors by
permitting  the holders of rights  other than the acquirer of the large block of
stock to  exercise  the  rights in  certain  circumstances.  The  rights  issued
pursuant  to such plans can be redeemed  by the board of  directors  in order to
permit the acquisition of a large block of the company's stock. The provision of
our restated  certificate of  incorporation  authorizing  the adoption of such a
plan by our board of directors permits the inclusion of a provision limiting the
ability of the board to redeem the rights unless there is a specified  number or
percentage of "continuing  directors"  then in office and a provision that would
permit  only  "continuing  directors"  to  redeem  the  rights or make any other
decisions or determinations  that are provided for in any such rights plan. Such
provisions  could limit a potential  acquirer's  ability to take  control of the
board and thereafter  redeem the rights in order to permit the  acquisition of a
large  block  of our  stock.  Continuing  directors  are  generally  defined  as
directors in office at the time the rights plan was adopted and any director who
subsequently  becomes a member of the board if such  director's  nomination  for
election to the board is recommended or approved by a majority of the continuing
directors then in office.                                                       

     Amendment  of  Charter  Provisions.  The  amendment  of any  of  the  above
provisions  would  require  approval  by  the  holders  of at  least  80% of the
outstanding common stock.                                                       

Section 203 of the Delaware General Corporation Law                   

     We are  subject to Section  203 of the  Delaware  General  Corporation  Law
which,  subject to certain  exceptions,  prohibits a Delaware  corporation  from
engaging in any  business  combination  with any  interested  stockholder  for a
period  of three  years  following  the date  that  such  stockholder  became an
interested stockholder, unless:                                                 

     o    prior to that date, the board of directors of the corporation approved
          either the business  combination or the  transaction  that resulted in
the stockholder becoming an interested stockholder;         

     o    upon  consummation of the transaction that resulted in the stockholder
          becoming an interested  stockholder,  the interested stockholder owned
          at least 85% of the voting stock of the corporation outstanding at the
          time the transaction commenced,  excluding for purposes of determining
          the number of shares outstanding those shares owned (a) by persons who
          are directors and also  officers,  and (b) by employee  stock plans in
          which  employee  participants  do not  have  the  right  to  determine
          confidentially  whether  shares  held  subject  to the  plan  will  be
tendered in a tender or exchange offer; or                  

     o    on or subsequent to such date, the business combination is approved by
          the board of directors and authorized at an annual or special  meeting
          of stockholders,  and not by written consent,  by the affirmative vote
          of at least 66-2/3% of the outstanding  voting stock that is not owned
by the interested stockholder.                              

10-12G 52nd Page of 71 TOC 1st Previous Next ↓Bottom Just 52nd
Section 203 defines a business combination to include:        

     o    any  merger  or  consolidation   involving  the  corporation  and  the
interested stockholder;                                     

     o    any sale, transfer,  pledge or other disposition of 10% or more of the
   assets of the corporation involving the interested stockholder;

     o    subject to specific  exceptions,  any transaction  that results in the
          issuance  or  transfer  by  the   corporation  of  any  stock  of  the
corporation to the interested stockholder;                  

     o    any  transaction  involving  the  corporation  that has the  effect of
          increasing the proportionate  share of any class or series of stock of
        the corporation beneficially owned by the interested stockholder; or

     o    the receipt by the interested stockholder of the benefit of any loans,
          advances,  guarantees, pledges or other financial benefits provided by
or through the corporation.                                 

     Section 203 defines an interested  stockholder as any person that, together
with affiliates and associates, owns 15% or more of the outstanding voting stock
of the  corporation,  or is an affiliate or associate of the corporation and was
the owner of 15% or more of the  outstanding  voting stock of the corporation at
any time in the three year period  immediately  prior to the date on which it is
sought to be determined whether such person is an interested stockholder.       

Preferred Stock Rights Plan                                           

     Nanocor's  board of  directors  currently  intends  to  declare a  dividend
distribution of one preferred stock purchase right for each outstanding share of
Nanocor common stock to be distributed to AMCOL's stockholders.  Each right will
entitle the registered  holder to purchase,  under certain  circumstances,  from
Nanocor one one-thousandth of a share of Nanocor's Series A junior participating
preferred  stock at a price of $______  per one  one-thousandth  of a  preferred
share,  subject to  adjustment.  The terms of the rights  will be set forth in a
Rights Agreement between Nanocor and ________________, as rights agent.         

The rights will become exercisable upon the earlier to occur of:      

     o    10 days  following  a public  announcement  that a person  or group of
          affiliated or associated persons has acquired beneficial  ownership of
          15% or more of the outstanding shares of Nanocor common stock, subject
to certain exceptions (an "Acquiring Person"), or           

     o    10 business days, or such later date as may be determined by Nanocor's
          board of directors prior to the time any person or group of affiliated
          or  associated  persons  becomes an Acquiring  Person,  following  the
          commencement or announcement of an intention to make a tender offer or
          exchange  offer  the   consummation  of  which  would  result  in  the
          beneficial  ownership  by a  person  or  group  of 15% or  more of the
outstanding shares of Nanocor common stock.                 

     The earlier of the dates specified above is called the Rights  Distribution
Date.                                                                           

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     Until the rights become exercisable,  the rights will be evidenced by stock
certificates  for Nanocor  common stock and will be  transferable  with and only
with the shares of Nanocor common stock.  As soon as  practicable  following the
Rights  Distribution Date, separate  certificates  evidencing the rights will be
mailed to holders of record of Nanocor  common stock as of the close of business
on the Rights  Distribution Date and the separate right  certificates alone will
evidence the rights.                                                            

     The rights are not exercisable until the Rights  Distribution Date. Until a
right is  exercised,  the  holder  thereof,  as such,  will  have no rights as a
Nanocor  stockholder,  including,  without  limitation,  the right to vote or to
receive  dividends.  The rights will expire 10 years from the date of  issuance,
unless the expiration date is extended or unless the rights are earlier redeemed
or exchanged by Nanocor, as described below.                                    

     In the event that any person or group of affiliated  or associated  persons
becomes  an  Acquiring  Person,  each  holder  of a  right,  other  than  rights
beneficially  owned by the Acquiring  Person and its  affiliates  and associates
(which will  thereafter  be null and void),  will  thereafter  have the right to
receive  upon  exercise  that number of shares of Nanocor  common stock having a
market value of two times the exercise  price of the right.  If Nanocor does not
have sufficient shares of common stock to satisfy its obligation to issue common
stock, or if Nanocor's board of directors so elects,  Nanocor shall deliver upon
payment  of the  exercise  price  of a right  an  amount  of cash or  securities
equivalent in value to the shares of Nanocor common stock issuable upon exercise
of a right.  If Nanocor fails to meet this  obligation  within 30 days following
the date a person  becomes an  Acquiring  Person,  Nanocor  must  deliver,  upon
exercise of a right but without  requiring payment of the exercise price then in
effect,  shares of Nanocor common stock (to the extent available) and cash equal
in  value to the  difference  between  the  value of the  Nanocor  common  stock
otherwise  issuable upon the exercise of a right and the exercise  price then in
effect.  Nanocor's  board of directors  may extend the 30-day  period  described
above for up to an additional 60 days to permit the taking of action that may be
necessary to authorize  sufficient  additional shares of Nanocor common stock to
permit the  issuance of Nanocor  common  stock upon the  exercise in full of the
rights.                                                                         

     In the event  that,  at any time after a person or group of  affiliated  or
associated persons becomes an Acquiring Person,  Nanocor is acquired in a merger
or other business  combination  transaction  or 50% or more of its  consolidated
assets or earning power are sold,  each holder of a right will  thereafter  have
the right to receive,  upon the exercise  thereof at the then  current  exercise
price of the  right,  that  number of shares  of common  stock of the  acquiring
company  which at the time of such  transaction  will have a market value of two
times the exercise price of the right.                                          

     At any time after any person or group of affiliated  or associated  persons
becomes an Acquiring  Person and prior to the acquisition by any person or group
of a majority of the outstanding shares of Nanocor common stock, Nanocor's board
of directors may exchange the rights,  other than rights owned by such person or
group which have become null and void, in whole or in part, at an exchange ratio
of one share of Nanocor common stock per right, subject to adjustment.          

     At any  time  prior  to the time any  person  or  group  of  affiliated  or
associated persons becomes an Acquiring Person, Nanocor's board of directors may
redeem the rights in whole,  but not in part, at a price of $0.01 per right. The
redemption  of the rights may be made  effective at such time, on such basis and
with such  conditions as Nanocor's board of directors in its sole discretion may
establish.  Immediately upon any redemption of the rights, the right to exercise
the rights will terminate and the only right of the holders of rights will be to
receive the redemption price.                                                   

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     The exercise  price  payable,  and the number of shares of Nanocor Series A
junior  participating  preferred stock or other securities or property issuable,
upon  exercise  of the rights are  subject  to  adjustment  from time to time to
prevent dilution:                                                               

     o    in the event of a stock dividend on, or a subdivision,  combination or
          reclassification  of,  the  Series  A junior  participating  preferred
stock,                                                      

     o    upon  the  grant to  holders  of the  Series  A  junior  participating
          preferred  stock of certain  rights or  warrants to  subscribe  for or
          purchase Series A junior participating  preferred stock at a price, or
          securities  convertible into Series A junior  participating  preferred
          stock with a conversion price, less than the then current market price
of the Series A junior  participating  preferred  stock, or 

     o    upon the distribution to holders of the Series A junior  participating
          preferred  stock of evidences  of  indebtedness  or assets  (excluding
          regular  periodic  cash  dividends  paid out of  earnings  or retained
          earnings  or  dividends  payable  in  Series  A  junior  participating
          preferred  stock) or of  subscription  rights or warrants  (other than
those referred to above).                                   

     The number of outstanding rights and the number of one one-thousandths of a
share of Series A junior participating preferred stock issuable upon exercise of
each  right are also  subject  to  adjustment  in the event of a stock  split of
Nanocor  common stock or a stock  dividend on Nanocor  common  stock  payable in
Nanocor common stock or subdivisions,  consolidations or combinations of Nanocor
common stock occurring, in any such case, prior to the Rights Distribution Date.
With certain exceptions,  no adjustment in the exercise price of the rights will
be required until cumulative adjustments require an adjustment of at least 1% in
the purchase price.                                                             

     The Series A junior participating preferred stock purchasable upon exercise
of  the  rights  will  not  be  redeemable.  The  holders  of  Series  A  junior
participating  preferred  stock  shall be  entitled  to  receive  when as and if
declared by Nanocor's board of directors out of funds legally available for that
purpose,  a  quarterly  dividend  payment  in an amount  per  share,  subject to
adjustment,  equal to 1,000  times the  aggregate  per share  amount of all cash
dividends,  and 1,000 times the aggregate per share amount  (payable in kind) of
all non-cash dividends or other distributions,  other than a dividend payable in
Nanocor  common  stock,  declared  on  Nanocor  common  stock.  In the  event of
liquidation,  the holders of the Series A junior  participating  preferred stock
will  be  entitled  to  receive  an  aggregate  amount  per  share,  subject  to
adjustment, equal to 1,000 times the aggregate payment made per share of Nanocor
common stock. Each share of Series A junior  participating  preferred stock will
have 1,000 votes, voting together with Nanocor common stock. In the event of any
merger,  consolidation  or other  transaction  in which shares of Nanocor common
stock are exchanged, each share of Series A junior participating preferred stock
will be entitled to receive 1,000 times the amount received per share of Nanocor
common stock. The rights are protected by customary anti-dilution provisions.   

     Because of the nature of the dividend, liquidation and voting rights of the
Series  A  junior   participating   preferred   stock,  the  value  of  the  one
one-thousandth  interest in a share of Series A junior  participating  preferred
stock  purchasable  upon exercise of each right should  approximate the value of
one share of Nanocor common stock.                                              

10-12G 55th Page of 71 TOC 1st Previous Next ↓Bottom Just 55th
     The terms of the  rights may be amended  by  Nanocor's  board of  directors
without the consent of the holders of the rights.  However,  from and after such
time as any  person or group of  affiliated  or  associated  persons  becomes an
Acquiring  Person,  Nanocor's  board of directors may not amend the terms of the
rights in a manner  adversely  affecting  the  interests  of the  holders of the
rights, other than the Acquiring Person and its affiliates and associates.      

     The rights  have  certain  anti-takeover  effects.  The  rights  will cause
substantial  dilution to a person or group that  attempts to acquire  Nanocor on
terms not  approved  by  Nanocor's  board of  directors.  The rights  should not
interfere  with any  tender  offer or  merger  approved  by  Nanocor's  board of
directors  since the rights may be  redeemed by Nanocor at any time prior to the
time that the rights become exercisable.                                        

Transfer Agent and Registrar                                                    

     The  transfer   agent  and  registrar   for   Nanocor's   common  stock  is
Computershare  Investor Services,  Two North LaSalle Street,  Chicago,  Illinois
60602.                                                                          

 WHERE YOU CAN FIND MORE INFORMATION

     Nanocor has filed a registration  statement on Form 10 to register with the
Securities and Exchange Commission (SEC) the Nanocor common stock. As allowed by
SEC rules,  this  information  statement does not contain all of the information
that  stockholders  can find in the  registration  statement or the exhibits and
schedules  to  the  registration  statement.   You  may  inspect  and  copy  the
registration  statement  and the exhibits to the  registration  statement at the
SEC's  public  reference  rooms in  Washington,  D.C.,  New  York,  New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. In addition, the registration statement will also
be available to the public from commercial  document  retrieval  services and at
the SEC's World Wide Web site at http://www.sec.gov.                            

     Following  the  distribution,  Nanocor  will be  required  to file  annual,
quarterly and current reports,  proxy statements and other  information with the
SEC.                                                                            

     Nanocor has not authorized  anyone to provide you with  information that is
different from what is contained in this information statement. This information
statement is dated  _________,  2000. You should not assume that the information
contained  in the  information  statement  is accurate as of any date other than
that date, and neither the mailing of this information statement to stockholders
nor the distribution of Nanocor common stock to AMCOL  stockholders shall create
any implication to the contrary.                                                

10-12G 56th Page of 71 TOC 1st Previous Next ↓Bottom Just 56th
Index to Financial Statements and Financial Statement Schedules                 

                                                                            Page
(1) Financial Statements:                                                       

    Independent Auditors' Report.........................................    F-2

Balance Sheets, September 30, 2000 (unaudited) and December 31, 1999    
      and 1998...........................................................    F-3

Statements of Operations, nine months ended September 30, 2000 and 1999 
     (unaudited) and years ended December 31, 1999, 1998 and 1997........... F-4

Statements of Stockholder's Equity, nine months ended September 30, 2000
      (unaudited) and years ended December 31, 1999, 1998 and 1997.......... F-5

Statements of Cash Flows, nine months ended September 30, 2000 and 1999 
      (unaudited) and years ended December 31, 1999, 1998 and 1997.......... F-6

    Notes to Financial Statements........................................... F-7

     All schedules  called for under  Regulation  S-X are not submitted  because
they are not applicable or not required,  or because the required information is
not material.                                                                   

10-12G 57th Page of 71 TOC 1st Previous Next ↓Bottom Just 57th
Independent Auditors' Report

The Board of Directors and Stockholder of                                       
Nanocor, Inc.:                                                                  

     We have audited the financial  statements of Nanocor,  Inc. (a  development
stage company) as listed in the accompanying  index. These financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audits.           

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.                                               

     In our opinion,  the financial statements referred to above present fairly,
in all material respects, the financial position of Nanocor, Inc. as of December
31, 1999 and 1998,  and the results of operations and cash flows for each of the
years in the  three-year  period ended  December 31, 1999,  in  conformity  with
accounting principles generally accepted in the United States of America.       

                          KPMG LLP

Chicago, Illinois                                                               
October 27, 2000                                                                

10-12G 58th Page of 71 TOC 1st Previous Next ↓Bottom Just 58th
 NANOCOR, INC.
 (a development stage company)
Balance Sheets
(Dollars in thousands, except share and per share amounts)

                                                        [Enlarge/Download Table]

                                   ASSETS                                  September 30,       December 31,      
                                                                               2000                              
                                                                            (Unaudited)     1999          1998   
Current assets:                                                                                                  
                                                                                                                 
     Accounts receivable, trade........................................... $      25      $      71     $      --
     Inventories..........................................................       231            156           107
     Prepaid expenses.....................................................         8             80             5
     Current deferred tax asset...........................................        30             30            22
         Total current assets.............................................       294            337           134

Property, plant, equipment, and mineral rights:                                                                  
     Land and mineral rights..............................................       351            471           424
     Property, plant and equipment........................................    13,721         13,075        12,479
                                                                              14,072         13,546        12,903
         Less accumulated depreciation....................................     4,166          3,072         1,533
                                                                               9,906         10,474        11,370
Other assets..............................................................       392            397           238
                                                                           $  10,592      $  11,208     $  11,742

                                                        [Enlarge/Download Table]

                    LIABILITIES AND STOCKHOLDER'S EQUITY                   September 30,       December 31,       
                                                                               2000                               
                                                                            (Unaudited)     1999          1998    
Current liabilities:                                                                                              
                                                                                                                  
     Accounts payable..................................................... $     126      $     260     $      58 
     Accrued liabilities..................................................       286            211           204 
         Total current liabilities........................................       412            471           262 

Long-term obligations:                                                                                            
     Loans and advances from AMCOL........................................        --         22,165        18,437 

Deferred income tax liabilities...........................................       590            590           350 
Other liabilities.........................................................        20             18             8 
                                                                                 610            608           358 
Stockholder's equity:                                                                                             
     Common stock, par value $.01 per share. Authorized                                                           
         3,000 shares; issued 1,000 shares................................        --             --            -- 
     Additional paid-in capital...........................................    27,858          2,094         2,094 
     Deficit accumulated through the development stage....................   (18,288)       (14,130)       (9,409)

                                                                               9,570        (12,036)       (7,315)
                                                                           $  10,592      $  11,208     $  11,742 

 See accompanying notes to financial statements.

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 NANOCOR, INC.
 (a development stage company)
Statements of Operations
(Dollars in thousands)

                                                        [Enlarge/Download Table]

                                                          Nine Months Ended                                         
                                                            September 30,                    Year Ended             
                                                             (Unaudited)                    December 31,            
                                                          2000          1999       1999         1998        1997    
                                                                                                                    
Net sales............................................. $     520      $     283   $    478    $      17   $      -- 
Costs and expenses:                                                                                                 
     Costs of materials consumed......................     1,245            728      1,134          691       1,040 
     Research and development.........................     1,862          1,703      2,269        1,982       2,198 
     General, selling and administrative..............     1,323          1,108      1,627        1,554       1,357 
     Depreciation, depletion and amortization.........     1,275          1,130      1,525          799         501 

     Operating loss...................................    (5,185)        (4,386)    (6,077)      (5,009)     (5,096)
Other income (expense):                                                                                             
     Interest expense.................................    (1,577)        (1,121)    (1,561)      (1,247)       (570)
     Other, net.......................................         2             --         --           --          19 
                                                          (1,575)        (1,121)    (1,561)      (1,247)       (551)
     Loss before income tax benefit...................    (6,760)        (5,507)    (7,638)      (6,256)     (5,647)
Income tax benefit....................................    (2,602)        (1,927)    (2,917)      (2,278)     (2,180)
     Net loss......................................... ($  4,158)     ($  3,580)  ($ 4,721)   ($  3,978)  ($  3,467)

 See accompanying notes to financial statements.

10-12G 60th Page of 71 TOC 1st Previous Next ↓Bottom Just 60th
 NANOCOR, INC.
 (a development stage company)
Statements of Stockholder's Equity
(Dollars in thousands, except share amounts)

                                                        [Enlarge/Download Table]

                                                            Common Stock                        Deficit                  
                                                                               Additional     Accumulated                
                                                                                Paid-in       Through the                
                                                                                Capital    Development Stage     Total   
                                                         Number                                                          
                                                           of                                                            
                                                         Shares       Amount                                             
                                                                                                                         
Balance at December 31, 1996............................   1,000       $--    $    2,094      ($  1,964)       $     130 
Net loss................................................      --        --            --         (3,467)          (3,467)
Balance at December 31, 1997............................   1,000       $--    $    2,094      ($  5,431)      ($   3,337)
Net loss................................................      --        --            --         (3,978)          (3,978)
Balance at December 31, 1998............................   1,000       $--    $    2,094      ($  9,409)      ($   7,315)
Net loss................................................      --        --            --         (4,721)          (4,721)
Balance at December 31, 1999............................   1,000       $--    $    2,094      ($ 14,130)      ($  12,036)
Net loss for nine months (Unaudited)....................      --        --            --         (4,158)          (4,158)
Capital contribution from AMCOL (Unaudited).............      --        --        25,764             --           25,764 
Balance at September 30, 2000 (Unaudited)...............   1,000       $--    $   27,858      ($ 18,288)       $   9,570 

 See accompanying notes to financial statements.

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                                   NANOCOR, INC.
                                   (a development stage company)
                                    Statements of Cash Flows
                                    (Dollars in thousands)

                                                        [Enlarge/Download Table]

                                                                Nine Months Ended                                         
                                                                  September 30,              Year Ended December 31,      
                                                               2000          1999                                         
                                                                   (Unaudited)           1999          1998        1997   
Cash flow from operating activities:                                                                                      
                                                                                                                          
     Net loss............................................... ($ 4,158)     ($ 3,580)  ($ 4,721)      ($ 3,978)   ($ 3,467)
     Adjustments to reconcile net loss to net cash                                                                        
         used in operating activities:......................                                                              
         Depreciation, depletion, and amortization..........    1,275         1,130      1,525            799         501 
         Deferred income taxes..............................       --            --        232             26          52 
         Gain on sale of depreciable assets.................       --            --         --             --         (19)
         (Increase) decrease in current assets:                                                                           
              Accounts receivable...........................       46           (53)       (71)            11          11 
              Inventories...................................      (75)         (113)       (49)          (107)         -- 
              Prepaid expenses..............................       72           (42)       (75)            (5)         44 
         Increase (decrease) in current liabilities:                                                                      
              Accounts payable..............................     (134)           82        202           (371)        213 
              Accrued liabilities...........................       75            12          7            (83)         53 
         (Increase) Decrease in other assets................        5          (159)      (159)            15        (253)
         Increase in other non-current liabilities..........        2            --         10              4           4 
                   Net cash used in operating activities....   (2,892)       (2,723)    (3,099)        (3,689)     (2,861)
Cash flow from investing activities:                                                                                      
     Proceeds from sale of depreciable assets...............       --            --          3             --         159 
     Acquisition of land and depreciable assets.............     (707)         (565)      (632)        (2,513)     (6,456)
                  Net cash used in investing activities.....     (707)         (565)      (629)        (2,513)     (6,297)
Cash flow from financing activities:                                                                                      
     Proceeds from loans and advances from AMCOL............    3,599         3,288      3,728          6,202       9,158 

                  Net cash used in financing activities.....    3,599         3,288      3,728          6,202       9,158 
Net increase (decrease) in cash.............................       --            --         --             --          -- 
Cash at beginning of period.................................       --            --         --             --          -- 
Cash at end of period....................................... $     --      $     --   $     --       $     --    $     -- 

Supplemental disclosures of cash flow information:                                                                        
Cash paid for:                                                                                                            
     Interest............................................... $     --      $     --   $     --       $     --    $     -- 
     Income taxes .......................................... $     --      $     --   $     --       $     --    $     -- 
Capital contribution from AMCOL effected through                                                                          
     forgiveness of intercompany loans and advances......... $ 25,764      $     --   $     --       $     --    $     -- 

 See accompanying notes to financial statements.

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 NANOCOR, INC.
 (a development stage company)
 Notes to Financial Statements
(Dollars in thousands)

(1)  Summary of Significant Accounting Policies                                 

Company Operations                                                    

     Nanocor,  Inc.  (Nanocor or the Company)  develops,  markets and sells high
purity,  conditioned  montmorillonite  clays  for use in a  variety  of  plastic
nanocomposites.  Nanocor is a wholly  owned  subsidiary  of AMCOL  International
Corporation  (AMCOL  or the  Parent).  AMCOL  has  announced  its  intention  to
distribute to its stockholders all of its interest in Nanocor.                  

     Since inception,  the Company has devoted  substantially all of its efforts
to business planning and development activities.  Accordingly, the Company is in
the development stage, as defined by Statement of Financial Accounting Standards
(SFAS) No. 7, Accounting and Reporting by Developmental Stage Enterprises.      

Basis of Presentation                                                 

     The financial  statements have been prepared using the historical  basis in
the assets and liabilities of the Company and the allocation  policies described
in note 2 to the  financial  statements  as of and for  all  periods  presented.
Management  believes  that the  statements  of  operations  include a reasonable
allocation of administrative  costs,  which are described in note 2, incurred by
AMCOL  on  behalf  of  Nanocor.  However,  these  financial  statements  may not
necessarily reflect Nanocor's results of operations, financial position and cash
flows in the future or what its results of  operations,  financial  position and
cash flows would have been had Nanocor been an independent public company during
the periods presented.                                                          

Unaudited Interim Results                                             

     The accompanying unaudited interim financial statements as of September 30,
2000 and for the nine month periods ended September 30, 2000 and 1999, have been
prepared in accordance with generally  accepted  accounting  principles.  In the
opinion of management,  all  adjustments,  consisting  only of normal  recurring
adjustments,  necessary for a fair presentation have been included.  Results for
an interim  period are not  necessarily  indicative of expected  results for the
full fiscal year.                                                               

Use of Estimates                                                      

     The  preparation  of financial  statements  in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities  and disclosure of contingent  liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.  

Inventories                                                           

     Inventories  are valued at the lower of cost or market.  Cost is determined
by the first-in, first-out (FIFO) method.                                       

10-12G 63rd Page of 71 TOC 1st Previous Next ↓Bottom Just 63rd
 NANOCOR, INC.
 (a development stage company)
 Notes to Financial Statements
 (Continued)
(Dollars in thousands)

(1)  Summary of Significant Accounting Policies (Continued)                     

Property, Plant, Equipment, and Mineral Rights                        

     Property,  plant,  equipment,  and  mineral  rights  are  carried  at cost.
Depreciation is computed using the  straight-line  method for all of the assets.
Mineral rights are depleted using the units of production method.               

Income Taxes                                                          

     Deferred  tax  assets and  liabilities  are  recognized  for the future tax
consequences   attributable  to  differences  between  the  financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
bases.  Deferred tax assets and liabilities are measured using enacted tax rates
expected to be in effect for the year in which those  temporary  differences are
expected to be recovered or settled.                                            

Revenue Recognition                                                   

     Product  revenue is  recognized  when  products  are shipped to  customers.
Allowances for  discounts,  rebates,  and estimated  returns are recorded at the
time of sale.                                                                   

Research and Development                                              

Research and development costs are expensed as incurred.              

Impairment of Long-Lived Assets                                       

     The Company reviews  long-lived  assets,  including  intangible assets, for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying amount of an asset may not be recoverable.  Recoverability of assets to
be held and used is measured by a comparison of the carrying  amount of an asset
to future net undiscounted  cash flows expected to be generated by the asset. If
such assets are  considered to be impaired,  the  impairment to be recognized is
measured by the amount by which the  carrying  amount of the assets  exceeds the
fair value as estimated by discounted cash flows.                               

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 NANOCOR, INC.
 (a development stage company)
 Notes to Financial Statements
 (Continued)
(Dollars in thousands)

(2)  Transactions with AMCOL                                                    

     The following  represents those transactions and services AMCOL provided to
Nanocor as of and for all periods presented.                                    

Income Taxes                                                          

     The Company's results of operations are included in the consolidated income
tax returns of AMCOL.  Current and deferred  income taxes are  determined by the
Company as if taxes were computed on a stand-alone  basis.  Current income taxes
are settled  through the  advance  account  with  AMCOL.  The  presentation  and
disclosure in Note 5 is made on this basis.                                     

Cash Management and Advances                                          

     AMCOL  manages the cash not  considered  necessary  for  current  operating
requirements  of certain of its  subsidiaries  including  the Company.  Cash not
needed for current operations is advanced to AMCOL at the prime commercial rate;
cash is  advanced  by AMCOL on the same  basis.  In  addition  to these  working
capital advances, AMCOL also provides long-term financing to the Company.       

     All  advances  from AMCOL are  included in advances and loans from AMCOL in
the accompanying  balance sheets.  Interest income and expense on such loans and
advances  are included in interest  expense in the  accompanying  statements  of
operations.                                                                     

     Nanocor, Inc. had a revolving credit agreement with AMCOL through September
30, 2000. All amounts outstanding under the credit line were subject to interest
at the prime  commercial  rate  charged by Harris  Trust and Savings  Bank.  The
amounts  outstanding  under this  arrangement at December 31, 1999 and 1998 were
$22,165 and $18,437,  respectively.  Effective  September 30, 2000, the Board of
Directors of AMCOL approved the forgiveness of the Company's obligations through
a capital  contribution to the Company equal to the outstanding  loan balance on
that date of $25,764.  AMCOL  expects to continue to make capital  contributions
equal to its advances to the Company through the date of the distribution.      

Parent Allocation Policies                                            

     During the  periods  presented,  the Company was charged a fee by AMCOL for
certain expenses related to treasury, legal, insurance,  payroll administration,
human  resources,  lease  expense and various  other  services.  For purposes of
preparing the accompanying  financial  statements,  each of these types of costs
were reviewed  individually  in order to determine  the allocated  cost assuming
Nanocor had been operated as a stand-alone public company. The cost allocated to
the Company was estimated based on this review.                                 

10-12G 65th Page of 71 TOC 1st Previous Next ↓Bottom Just 65th
 NANOCOR, INC.
 (a development stage company)
 Notes to Financial Statements
 (Continued)
(Dollars in thousands)

(2)  Transactions with AMCOL (continued)                                        

     In  management's  opinion,  the methods  used in  allocating  expenses  are
reasonable.  However,  they may not necessarily  reflect  Nanocor's costs in the
future or the amounts that would have been incurred had Nanocor been a separate,
stand-alone entity during the periods presented.                                

Product Sales                                                         

     The   Company's   results  of   operations   reflect   sales  of   purified
montmorillonite clay to certain AMCOL affiliates. Sales to AMCOL affiliates were
$438 in the nine months ended September 30, 2000, and $425 and $8 for the twelve
months ended December 31, 1999 and 1998, respectively.                          

Stock Option Plans                                                    

AMCOL                                                                 

     Eligible  employees  of the Company  participate  in AMCOL's  stock  option
plans.  Each option granted has an exercise price of 100% of the market value of
the  common  stock on date of  grant.  The  contractual  life of each  option is
generally ten to fifteen years and substantially all options vest in one to four
years.  AMCOL accounts for its stock options under the provisions of APB Opinion
No. 25 Accounting for Stock Issued to Employees.  Accordingly,  no  compensation
cost has been recognized for such stock option plans and therefore, no amount of
compensation cost has been allocated to the Company.                            

Nanocor                                                               

     Nanocor has adopted the Nanocor,  Inc. 2000 Stock Plan,  and AMCOL,  as the
sole  stockholder,  has approved the plan.  No shares have been  reserved and no
grants have been made under this plan.                                          

Employee Benefit Plans                                                          

     Employees of the Company  participate in a savings plan sponsored by AMCOL.
The Company  contributes an amount equal to an employee's  contribution  up to a
maximum of 4% of the employee's annual earnings. Company contributions under the
savings plan were $45 in 1999, $49 in 1998 and $56 in 1997.                     

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 NANOCOR, INC.
 (a development stage company)
 Notes to Financial Statements
 (Continued)
(Dollars in thousands)

(3)  Inventories                                                                

Inventories consisted of:                                             

                                                        [Enlarge/Download Table]

                                                                    September 30,     December 31,      
                                                                         2000                           
                                                                     (Unaudited)    1999        1998    
                                                                                                        
In-process inventories.............................................     $     88   $      31   $      --
Raw material, container, and supplies inventories..................          143         125         107
                                                                        $    231   $     156   $     107

(4)  Property, Plant, Equipment, and Mineral Rights                             

Property, plant, equipment, and mineral rights consisted of the following:      

                                                        [Enlarge/Download Table]

                                                                                          Depreciation/ 
                                                                                           Amortization 
                                                   September 30,       December 31,        Annual Rates 
                                                        2000                                            
                                                    (Unaudited)                                         
                                                                     1999         1998                  
                                                                                                        
Land and mineral rights...........................  $     351     $     471    $     424                
Buildings and improvements........................      2,716         3,545        2,689       6.7%     
Machinery and equipment...........................     11,005         9,530        9,790  12.5% to 50.0%
                                                    $  14,072     $  13,546    $  12,903                

(5)  Income Taxes                                                               

     The components of income tax benefit for the years ended December 31, 1999,
1998 and 1997 consisted of:                                                     

                                                        [Enlarge/Download Table]

                                                                       Year Ended December 31,       
                                                                    1999         1998        1997    
Provision for income taxes:                                                                          
     Federal:                                                                                        
                                                                                                     
         Current................................................. ($  2,767)  ($  1,991)    ($ 1,950)
         Deferred................................................       211          24           47 
                                                                  ($  2,556)  ($  1,967)    ($ 1,903)
     State:                                                                                          
         Current.................................................      (382)       (313)        (282)
         Deferred................................................        21           2            5 
                                                                       (361)       (311)        (277)
                                                                  ($  2,917)  ($  2,278)    ($ 2,180)

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 NANOCOR, INC.
 (a development stage company)
 Notes to Financial Statements
 (Continued)
(Dollars in thousands)

(5)  Income Taxes (continued)                                                   

     The  components of the deferred tax assets and  liabilities  as of December
31, 1999 and 1998 were as follows:                                              

                                                        [Enlarge/Download Table]

                                                                                 December 31,       
                                                                               1999        1998     
Deferred tax assets attributable to:                                                                
                                                                                                    
     Compensation, due to temporarily non-deductible accruals............... $      30    $      22 
         Total deferred tax assets..........................................        30           22 
Deferred tax liabilities attributable to:                                                           
     Plant and equipment, due to differences in depreciation................      (590)        (350)
         Total deferred tax liabilities.....................................      (590)        (350)
         Net deferred tax liability......................................... ($    560)   ($    328)

     The following analysis  reconciles the statutory Federal income tax rate to
the effective tax rates:                                                        

                                                        [Enlarge/Download Table]

                                                         1999                    1998                   1997         
                                                              Percent                Percent                 Percent 
                                                             of Pretax              of Pretax               of Pretax
                                                 Amount       Income     Amount       Income    Amount       Income  
                                                                                                                     
Income taxes at statutory rate................. ($  2,673)    35.0%     ($  2,189)      35.0%  ($  1,977)    35.0%   
Increase (decrease) in taxes resulting from:                                                                         
State taxes....................................      (248)     3.3           (203)       3.3        (184)     3.3    
Other..........................................         4      (.1)           114       (1.9)        (19)      .3    
                                                ($  2,917)    38.2%     ($  2,278)      36.4%  ($  2,180)    38.6%   

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 NANOCOR, INC.
 (a development stage company)
 Notes to Financial Statements
 (Continued)
(Dollars in thousands)

(6)  Leases                                                                     

     The Company  leases  certain office  equipment and  facilities.  Total rent
expense under operating lease agreements was  approximately  $109, $107 and $105
in 1999, 1998 and 1997, respectively.                                           

     The following is a schedule of future  minimum lease payments for operating
leases (with initial terms in excess of one year) as of December 31, 1999:      

                                                              Operating Leases
Year ending December 31:                                                        
2000........................................................         $     112  
2001........................................................                84  
2002........................................................                87  
2003........................................................                89  
Total minimum lease payments................................         $     372  

(7)  Accrued Liabilities                                                        

Accrued liabilities are comprised of the following:                   

                                                        [Enlarge/Download Table]

                                                             September 30,                    
                                                                  2000                        
                                                              (Unaudited)      December 31,   
                                                                             1999        1998 
                                                                                              
Accrued property taxes......................................   $       17   $   42      $   10
Accrued vacation pay........................................           62       78          50
Accrued payroll and bonus...................................          154       62          93
Other.......................................................           53       29          51
                                                               $      286   $  211      $  204

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 NANOCOR, INC.
 (a development stage company)
 Notes to Financial Statements
 (Continued)
(Dollars in thousands)

(8)  Cumulative Operating Information                                           

     The  cumulative  revenues,  expenses,  and cash flows of  Nanocor  from its
inception on August 21, 1995 through December 31, 1999 were as follows:         

                                                         From Inception to
                                                         December 31, 1999
Net sales.............................................      $      495    
Costs and expenses:                                                       
 Costs of materials consumed......................           3,244
 Research and development.........................           7,817
 General, selling and administrative..............           5,393
 Depreciation and amortization....................           3,295

  Operating loss...................................         (19,254)
Other income (expense):                                                   
  Interest expense.................................          (3,438)
 Other............................................              19
                                                             (3,419)
  Loss before income tax benefit...................         (22,673)
Income tax benefit....................................          (8,543)   
  Net loss.........................................      ($  14,130)

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 NANOCOR, INC.
 (a development stage company)
 Notes to Financial Statements
 (Continued)
(Dollars in thousands)

(8)  Cumulative Operating Information (continued)                               

                                                                [Download Table]

                                                             From Inception to
                                                             December 31, 1999
Cash flow from operating activities:                                          
                                                                              
     Net loss...............................................    ($  14,130)   
     Adjustments to reconcile net loss to net cash                            
         used in operating activities:......................                  
         Depreciation, depletion, and amortization..........         3,295    
         Deferred income taxes..............................           560    
         Gain on sale of depreciable assets.................           (19)   
         (Increase) decrease in assets:                                       
              Accounts receivable...........................           (71)   
              Inventories...................................          (156)   
              Prepaid expenses..............................           (80)   
              Other.........................................          (397)   
         Increase (decrease) in current liabilities:                          
              Accounts payable..............................           260    
              Accrued liabilities...........................           229    
                  Net cash used in operating activities            (10,509)   
Cash flow from investing activities:                                          
     Proceeds from sale of depreciable assets...............           162    
     Acquisition of land and depreciable assets.............       (13,912)   
                  Net cash used in investing activities.....       (13,750)   
Cash flow from financing activities:                                          
     Capital contribution from AMCOL........................         2,094    
     Proceeds from loans and advances from AMCOL............        22,165    
                  Net cash used in financing activities.....        24,259    
Net increase (decrease) in cash.............................            --    
Cash at beginning of period.................................            --    
Cash at end of period.......................................    $       --    

10-12G Last Page of 71 TOC 1st Previous Next ↓Bottom Just 71st
 NANOCOR, INC.
 (a development stage company)
 Notes to Financial Statements
 (Continued)
(Dollars in thousands)

(9)  Quarterly Results (Unaudited)                                              

     Unaudited  summarized  results  for  each  quarter  in 1999 and 1998 are as
follows:                                                                        

                                                        [Enlarge/Download Table]

                                                            1999 Quarter                  
                                          First       Second           Third      Fourth  
                                                                                          
Net sales..............................  $      2    $    115        $    166    $    195 
Operating loss......................... ($  1,447)  ($  1,582)      ($  1,357)  ($  1,691)
Net loss............................... ($  1,163)  ($  1,256)      ($  1,161)  ($  1,141)

                                                        [Enlarge/Download Table]

                                                                 1998 Quarter                  
                                               First       Second           Third      Fourth  
                                                                                               
Net sales...................................  $      9    $     --        $     --    $      8 
Operating loss.............................. ($  1,535)  ($  1,279)      ($  1,050)  ($  1,145)
Net loss.................................... ($  1,165)  ($  1,025)      ($    897)  ($    891)

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Dates Referenced Herein and Documents Incorporated by Reference

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	10/27/00	57
	10/15/00	37	38
	9/30/00	13	68
	9/18/00	20
	12/31/99	23	70
	9/30/99	28	62
	12/31/98	28	67
	12/31/97	28	66
	12/31/96	28	60
	12/31/95	28
	8/21/95	11	69
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Filing Submission 0001126911-00-000001 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Nanocor Inc – ‘10-12G’ on 10/31/00

On: Tuesday, 10/31/00, at 5:21pm ET · Accession #: 1126911-0-1 · File #: 0-31875

Registration of Securities (General Form) — Form 10Filing Table of Contents

10-12G — Form 10Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Registration of Securities (General Form) — Form 10
Filing Table of Contents

10-12G — Form 10
Document Table of Contents