UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

AMCOL INTERNATIONAL CORPORATION
(Name of Subject Company (issuer))
MA ACQUISITION INC.
a wholly owned subsidiary of
MINERALS TECHNOLOGIES INC.
(Names of Filing Persons)

COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
02341W103
(CUSIP Number of Class of Securities)
Thomas J. Meek, Esq.
Senior Vice President, General Counsel, Human Resources, Secretary and Chief Compliance Officer
Minerals Technologies Inc.
622 Third Avenue
New York, New York 10017-6707
(212) 878-1800
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

With copies to:
Scott A. Barshay, Esq.
Andrew R. Thompson, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000

CALCULATION OF FILING FEE

Transaction valuation	 	Amount of filing fee	
Not Applicable*	 	Not Applicable*	
 	
*	A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.	
 
¨ 	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.	

Amount Previously Paid:  N/A	    	Filing Party:  N/A	
Form or Registration No.:  N/A	    	Date Filed:  N/A	
 
x 	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.	
Check the appropriate boxes below to designate any transactions to which the statement relates:
 
 	x 	third-party tender offer subject to Rule 14d-1.	
 	¨ 	issuer tender offer subject to Rule 13e-4.	
 	¨ 	going-private transaction subject to Rule 13e-3.	
 	¨ 	amendment to Schedule 13D under Rule 13d-2.	
Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
 
 	¨ 	Rule 13e-4(i) (Cross-Border Issuer Tender Offer)	
 	¨ 	Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)	
This Tender Offer Statement on Schedule TO relates solely to preliminary communications made before the commencement of a planned tender offer by MA Acquisition Inc., a Delaware corporation (“ Purchaser ”) and a wholly-owned subsidiary of Minerals Technologies Inc., a Delaware corporation (the “ Company ”), for all of the outstanding shares of common stock of AMCOL International Corporation, a Delaware corporation (“ AMCOL ”), to be commenced pursuant to the Agreement and Plan of Merger, dated as of March 10, 2014, by and among the Company, Purchaser and AMCOL.
The tender offer referred to in this filing has not yet commenced. This filing, including the exhibit hereto, are for informational purposes only and they are neither an offer to purchase nor a solicitation of an offer to sell shares of AMCOL’s common stock. At the time any such tender offer is commenced, the Company will file a Tender Offer Statement on Schedule TO, containing an offer to purchase, a form of letter of transmittal and other related tender offer documents with the SEC, and AMCOL will file a Solicitation/Recommendation Statement relating to such tender offer with the SEC.  AMCOL’s stockholders are strongly advised to read these tender offer materials carefully and in their entirety when they become available, as they may be amended from time to time, because they will contain important information about such tender offer that AMCOL’s stockholders should consider prior to making any decisions with respect to such tender offer.  Once filed, stockholders of AMCOL will be able to obtain a free copy of these documents at the website maintained by the SEC at www.sec.gov.

 

EXHIBIT INDEX

99.1	  	Investor Presentation published by the Company on March 18, 2014.	

MTI & AMCOLCreating a Global Leader in MineralsExhibit 99.1

IMPORTANT INFORMATIONThetenderofferreferredtointhispresentationhasnotyetcommenced.ThispresentationisforinformationalpurposesonlyanditisneitheranoffertopurchasenorasolicitationofanoffertosellsharesofAMCOL’scommonstock.Atthetimeanysuchtenderofferiscommenced,MTIwillfileaTenderOfferStatementonScheduleTO,containinganoffertopurchase,aformofletteroftransmittalandotherrelatedtenderofferdocumentswiththeSEC,andAMCOLwillfileaSolicitation/RecommendationStatementrelatingtosuchtenderofferwiththeSEC.AMCOL’sstockholdersarestronglyadvisedtoreadthesetenderoffermaterialscarefullyandintheirentiretywhentheybecomeavailable,astheymaybeamendedfromtimetotime,becausetheywillcontainimportantinformationaboutsuchtenderofferthatAMCOL’sstockholdersshouldconsiderpriortomakinganydecisionswithrespecttosuchtenderoffer.Oncefiled,stockholdersofAMCOLwillbeabletoobtainafreecopyofthesedocumentsatthewebsitemaintainedbytheSECatwww.sec.gov.Disclaimer2FORWARD-LOOKING STATEMENTSThispresentationmaycontain“forward-lookingstatements,”whichdescribeorarebasedoncurrentexpectations;inparticularwithinthe meaning of the federal securities laws, statements of anticipated changes in the business environment in which the companyoperates, the expected timing and benefits of the proposed acquisition of Amcol and in the company’s future operating results. Actualresults may differ materially from these expectations. In addition, any statements that are not historical fact (including statementscontaining the words “believes,”“plans,”“anticipates,”“expects,”“estimates,”and similar expressions) should also be consideredto be forward-looking statements.  The company undertakes no obligation to publicly update any forward-looking statement, whether asa resultofnewinformation,futureevents,orotherwise.Forward-lookingstatementsinthisdocumentshouldbeevaluatedtogetherwiththe many uncertainties that affect our businesses, particularly those mentioned in the risk factors and other cautionary statements in our2013 Annual Report on Form 10-K and in our other reports filed with the Securities and Exchange Commission (the “SEC”).

MTI’s acquisition of AMCOL accelerates growthand creates shareholder value•Portfolio of marketleader positions•Broad portfolioof complementaryproducts•World classinnovators inmineralogy, fineparticle technologyand polymerchemistry•Diversification intoenergy,environmental andconsumerproducts•Geographicexpansion•Continuedinnovation•Historical growthand geographicexpansion•High-performanceoperating company•Continuousimprovement•Strong cash flow•Immediatelyaccretive excludingtransaction costs•RapiddeleveragingexpectedCombines globalleaders in PCC andBentonitePlatform foraccelerated growthMTI’s performancetrack recordLong-term growthin shareholder value3

Is entirely consistent with MTI’s M&A strategy4Source:Company presentations.•Minerals-Based Companies with Technological Differentiation•Additional Growth Venues–Environment, Energy, Consumer•More Balanced, Less Cyclical Portfolio•Industries of Focus–Alternative Energy–Food–Oil/Gas–Recycling–Environment–Beverages–PharmaceuticalsTransaction Scorecard

•Implied enterprise value to 2013A EBITDAof 11.1x without synergies and 8.4xwith $50 million near-term synergies•33% premium over AMCOL’s 30-day moving average•Immediately accretive to MTI’s earnings before expected synergies•MTI to acquire 100% of outstanding AMCOL shares in tender offer/merger•$45.75 per AMCOL share in cash•$1.7B transaction value including assumption of AMCOL’s debt•Committed debt financing of $1.56 billion supplemented with MTI cash•Transaction subject to customary conditions, including regulatory approvals•Closing expected prior to May 2014Offers superior value to AMCOL shareholders5NOTE: EBITDA multiples based  on $150m AMCOL adjusted 2013 EBITDATIMINGKEY METRICSOFFERSUMMARY

SOURCES ($ in millions)MTI Cash$394MTI New Debt Financing$1,560Term Loan BTotal Sources$1,954USES ($ in millions)Purchase of Equity$1,520Debt Refinanced$371Transaction Costs$38Make Whole / Swap Unwind$25Total Uses$1,954Transaction sources and uses6Source:Company filings, MTI management projections.

Unlocks more than $50 million of cost synergiesand releases more than $100 million cash7DESCRIPTIONRUN RATE ANNUALSYNERGIES(RunRate Year)AS % ofAMCOLSALESAS % ofCombinedEBITDAGROWTH &OPERATIONALEXCELLENCE•Accelerationof geographicexpansionand new product development•Rapid deployment of MTI sharedservice business model•Productivity improvement throughoutAMCOL operations•Corporate and overheadexpensereduction•ERP integration$50min 2-3 yearsUpto $70min 5 years5-7%~16-21%NETWORKINGCAPITALIMPROVEMENTS•Reduction ofNet Working Capitaldays outstandingUp to $100m(2014-2017)ASSETTURNOVER•Improvementin asset utilization andcapital deploymentUp to $50m(2014-2019)

Transaction will be highly accretive to earnings8Source:    Company filings, MTI management projections.NOTE: accretion excludes transaction costsPRO FORMAEPS ACCRETIONvs MTI 2013of $2.42 / shareEOY39%50%55%Year 1Year 2Year 394%71%Without Synergies$50m Synergies

Generates significant cash andresults in rapid deleveraging9Source:    Company filings, MTI management projections.More than $265million per yearPRO FORMACASH FROMOPERATIONS3.8x3.0x2.2xYear 1Year 2Year 3Committed torapid deleveragingPRO FORMANET LEVERAGE4.4xAt CloseEOYEOYEOY$265$283$343Year 1Year 2Year 3$MM

AMCOL: Broad and diversified productoffering across segments10Product OfferingsSales ConcentrationKey drivers of profit include growth in core markets, growth in geographies such as China, India and Brazil,margin expansion and optimization of business/product portfolio.Performance MaterialsIncludes: Metalcasting, drilling fluids, pet products, bioAgEnergy Services Includes:Includes: Water treatment, well testing, coil tubingConstruction TechnologiesIncludes: Building materials, drilling products,environmental lining technologies, mercury removal

MTI to further deploy strong culture of operational excellence, productivity improvement and employee engagementMTI management has proven ability to effectively manage SG&A, capex and NWC$50m of cost synergies, maybe as much as $70m in the next  five yearsCombines two global #1 industrial minerals platforms: PCC (MTI) and bentonite (AMCOL)Less cyclical with increased relevance and visibility to investorsCreates a leading US-based industrial minerals company with over $2bn in salesMTIandAMCOLarebothUS-based,global,industrialmineralscompanieswith“mine-to-market”businessmodelsBoth deliver value via differentiated mineral and processing technology and innovationComplementary end markets and geographic presenceExpands MTI participation into energy, environmental and consumer productsShared end markets including: adhesives and sealants, fillers and extenders for paper, steel and metal, healthand beauty, animal feed and pet waste absorbentsCombined $300m of current sales in high-growth Asian marketsMore than $1bn of identified innovation and geographic growth opportunities in five to ten yearsMTI has consistently demonstrated commitment to a conservative capital structureBoth MTI and AMCOL have strong cash flows-Long-term contracts for MTI PCC; diversified end markets for AMCOL bentonite-Combined entity would have been free cash flow positive during the recent financial crisisNet leverage projected to decline below 2.2x by end of third year after closingProvides a superior growth outlook, healthy operatingmargins and strong cash flows11ComplementaryBusiness Models&TechnologiesSuperior GrowthOutlookCompellingSynergiesStrongCash FlowsEnhanced Scale &Diversification

•2013 sales: $1.0bn•Mineralogy•Fine particle and surface treatment•End-use application knowledgeLeverages complementary fit based on similar geographiesand differentiated product and process technologies12SizeRevenueGeographicBreakdownTechnology AndProcess Know-howStrong MarketPositionsEnd MarketsService FocusInvestment FocusInvestor GroupMTI•Paint and coatings•Glass and ceramics•Steel•Paper•Building materials•Automotive•~$340m steel mill services•Global PCC•North America Specialty PCC•Monolithic BOF•TalcAMCOL•2013 sales: $1.0bn•Clay mineralogy•Polymer science•End-use application knowledge•North America bentonite•Auto foundry castings•Environmental lining•Water treatment•Automotive•Building materials•Oil and gas•Infrastructure•~$300m energy services-China, India, Brazil and Middle East -Focused investments with expected long-term returns~40-50% of each company owned by common shareholders (as of 12/31)

PerfMinPaperPCCPaperPCCPerfMin2013AREVENUEBYSEGMENT($ in bn)2013AREVENUEBYSEGMENT($ in bn)2013AREVENUEBYGEOGRAPHY($ in bn)2013AREVENUEBYGEOGRAPHY($ in bn)PRO FORMA(a)PRO FORMA(a)$2.0bn$2.0bnSource: MTI Management, Wall Street research.(a)   Does not include potential synergies.MTIMTI$1.0bn$1.0bnAMCOLAMCOL$1.0bn$1.0bn2013AEBITDA ANDMARGIN($ in m)2013AEBITDA ANDMARGIN($ in m)13Pro forma business mix17%15%16%$174$150$324

Results in strong #1 leadership positionsacross multiple industries14# 1 Global andNorth AmericanBentonite#1 US BulkClumping CatLitter# 1 USMetalcastingBinders for Auto& HeavyEquipmentAMCOLLeadershipPositions# 1 QualityAssuredWaterproofConcreteStructuresMTILeadershipPositions#1 GlobalPCC#1 NorthAmericanMonolithicRefractories#1 NorthAmerica andEurope SolidCore CalciumWire#1 GlobalRefractoryLaserMeasurementSystems# 1 NorthAmericanSpecialty PCC#1 US& BrazilOff-shoreWaterTreatment

•Adhesives and sealants•Functional fillers andextenders•Consumer products•Animal feed•Pet waste absorbents•Agricultural productsCreates a portfolio of$1 billion growth opportunities15AMCOL Growth•Continued penetration of PCC forPaper in Asia’s growing  market•Further commercialization ofFulFill®high filler technology•Commercialization of PaperPCC innovation pipeline•Further growth of full-servicerefractories business model•Continued growth ofmetallurgical wire business•Expansion of new MTIEAF refractory products•Customization and globalization ofPerformance MineralsMTI GrowthNew GrowthOpportunities•Global expansion of watertreatment technologies foroil-field applications•Further success with newAmcol lining technologies•Introduction of new mercurysorbent technologies forcoal-fired power plants•Expansion of EnersolTMinto bio/ag industry

•MTI and AMCOL are starting to work together to affect a smoothtransition•Integration plan is focused on:•Employees•Customers•Suppliers•Business segment strategies•Achievement of targeted synergies•Assuring stability and continuity of:•Business processes•All operations•Key relationships•InvestmentsFocused on integration16

Customer focusedemployeesStrong cash flowsSuperiorperformance andoperationalexcellenceA $2bn minerals-basedcompany with globalreach based on:•Mine-to-market valuechain management•Demonstrated processtechnology andinnovation leadership•Broad and deep talentpool•Deeper geographicfootprint•Significant end marketoverlapAllowing reinvestmentin:•Further marketpenetration andgeographic expansion,especially in Asia•Innovating customizedtechnologies to satisfyfuture customer needs•Organic growth across allbusiness segments…creating superior return for shareholdersMineralsTechnologies’visionforthefuture17