<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.142-12
AMERON, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
JOAN HAGUE
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LOGO]
AMERON, INC.
CORPORATE OFFICES: 245 SOUTH LOS ROBLES AVE., PASADENA, CALIFORNIA 91101
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To The Stockholders:
The Annual Meeting of Stockholders of Ameron, Inc., a Delaware corporation (the
"Company") will be held at the Pasadena Hilton Hotel, 150 South Los Robles Ave.,
Pasadena, California, on Monday, March 28, 1994 at 10:00 a.m. for the following
purposes:
1. To elect four directors, one to hold office for a term of two years and
three to hold office for a term of three years or until their successors
are elected and qualified.
2. To ratify the appointment of Arthur Andersen & Co. as independent public
accountants of the Company for fiscal year 1994.
3. To transact such other business as may properly come before the meeting
or any adjournments thereof.
The Board of Directors has fixed February 9, 1994 as the record date for the
determination of Stockholders entitled to vote at this meeting and any
adjournments thereof.
YOUR VOTE IS IMPORTANT
Holders of a majority of the outstanding voting shares of the Company must be
present either in person or by proxy in order for the meeting to be held.
Whether you expect to attend the Annual Meeting or not, your proxy vote is
important.
PLEASE SIGN AND RETURN YOUR PROXY PROMPTLY. A return envelope, requiring no
postage if mailed in the United States, is enclosed for your convenience in
replying.
JAVIER SOLIS
SECRETARY
FEBRUARY 22, 1994
<PAGE>
AMERON, INC.
CORPORATE OFFICES: 245 SOUTH LOS ROBLES AVE., PASADENA, CALIFORNIA 91101
FEBRUARY 22, 1994
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of proxies
for use at the Annual Meeting of Stockholders of Ameron, Inc. (the "Company") to
be held at the time and place and for the purposes set forth in the foregoing
Notice of Annual Meeting of Stockholders. This proxy statement and the proxy
card included herewith were first sent to Stockholders on or about February 22,
1994. The solicitation is made on behalf of the Company by its Board of
Directors and the cost of solicitation will be borne by the Company.
Your are requested to sign, date and return the enclosed proxy card to ensure
that your shares are voted. The proxy may be revoked at any time prior to
exercise thereof but if not revoked will be voted. A proxy can be revoked by
filing with the Secretary either an instrument revoking the proxy or a duly
executed proxy bearing a later date, or by attending the Annual Meeting and
voting in person. Each proxy will be voted as instructed and if no instruction
is given, will be voted FOR the election of directors and FOR each of the
proposals described herein. The named proxies may vote in their discretion upon
such other matters as may properly come before the meeting.
The record date for the determination of Stockholders entitled to vote at the
Annual Meeting is February 9, 1994. On such date, there were issued, outstanding
and entitled to vote at the Annual Meeting, 3,893,748 shares of Common Stock of
the Company (the "Common Stock"). Every Stockholder is entitled to one vote for
each share of Common Stock registered in his or her name at the close of
business on the record date, except that Stockholders may cumulate their votes
in the election of Directors. See "Election of Directors." Common Stock is the
only class of voting stock outstanding.
Assuming a quorum is present in person or by proxy at the meeting, with respect
to the election of directors, the four nominees receiving the greatest number of
votes cast will be elected directors. The affirmative vote of the holders of a
majority of the shares of Common Stock represented at the Annual Meeting is
necessary for the ratification of the appointment of Arthur Andersen & Co. as
independent public accountants of the Company for fiscal year 1994.
For purposes of determining whether a matter has received a majority vote,
abstentions will be included in the vote totals, with the result that an
abstention has the same effect as a negative vote. In instances where brokers
are prohibited from exercising discretionary authority for beneficial owners who
have not returned a proxy (so-called "broker nonvotes"), those shares will not
be included in the vote totals and therefore will have no effect on the vote.
ELECTION OF DIRECTORS
The Bylaws of the Company provide for nine (9) directors, divided into three
classes. Four directors are to be elected at the 1994 Annual Meeting. Each of
the nominees, except James S. Marlen, was elected to his present term of office
at Ameron's 1991 Annual Meeting of Stockholders and will serve as directors for
a term expiring at the 1997 Annual Meeting of Stockholders or until their
respective successors have been elected and qualified. Mr. Marlen was elected to
the Company's Board of Directors effective June 1993 when he joined Ameron as
Chief Executive Officer and President. At that time, the number of authorized
directors was increased from eight to nine. Mr. Marlen will join Donald H.
Albrecht and Victor K. Atkins as a Class I director and will serve as a director
for a term expiring at the 1996 Annual Meeting of Stockholders or until his
successor has been elected and qualified. The persons appointed as proxy holders
in the enclosed form of proxy will, unless authority is withheld, vote for the
election of the four nominees proposed by the Board of Directors, all of whom
are presently directors of the Company or, in their discretion cumulate votes in
favor of one or more of such nominees. All of the nominees have
1
<PAGE>
consented to being named herein and to serve if elected. In the event that any
of the nominees should become unavailable prior to the Annual Meeting, proxies
in the enclosed form will be voted for a substitute nominee or nominees
designated by the Board of Directors.
Stockholders have cumulative voting rights with respect to the election of
directors. Cumulative voting rights entitle a stockholder to give one nominee as
many votes as is equal to the number of directors to be elected, multiplied by
the number of shares owned by the stockholder, or to distribute such votes to
one or more nominees, as the stockholder sees fit.
The following information shows for each of the four incumbent nominees proposed
by the Board of Directors for election to the office of director at this year's
Annual Meeting, and for each director whose term continues, his name, age, and
principal occupation or employment during the past five years, the name of the
corporation or other organization, if any, in which such occupation or
employment is carried on, the period during which such person has served as a
director of the Company, the year in which each continuing director's present
term as director expires and directorships held in other companies with a class
of securities registered pursuant to Section 12 of the Securities Exchange Act
of 1934.
1994 NOMINEES FOR DIRECTOR
JOHN F. KING. Consultant, Union Bank of Switzerland. Formerly Chairman of the
Board and Chief Executive Officer, World Trade Bank. Age 60. He has been a
director of the Company since 1986.
JAMES S. MARLEN. President and Chief Executive Officer, Ameron, Inc. since June
1993. Formerly Vice President, GenCorp Inc. and President, GenCorp Polymer
Products, a subsidiary of GenCorp Inc. of Akron, Ohio since 1988. Age 52. He has
been a director of the Company since 1993.
WILLIAM I. MCKAY. Retired Group Vice President and Director, Fluor Corporation,
an international construction and engineering firm with which he served in a
succession of executive positions since 1954. Age 73. He has been a director of
the Company since 1985.
RICHARD J. PEARSON. Retired President, Chief Operating Officer, Avery Dennison
Corporation, manufacturer of self-adhesive products. Director of ESCORP; Optical
Radiation Corporation; and Ducommun, Inc. Age 68. He has been a director of the
Company since 1981.
CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 1995 ANNUAL MEETING
LAWRENCE R. TOLLENAERE. Chairman of the Board, Ameron, Inc., with which he has
been employed in a succession of executive capacities since 1950. Director of
Avery Dennison Corporation; Newhall Land and Farming Company; Pacific Mutual
Life Insurance Company and The Parsons Corporation. Age 71. He has been a
director of the Company since 1962.
ROBERT TOXE. Honorary President of the Supervisory Board of Societe Des Tuyaux
Bonna with which he was formerly President and Managing Director. Director of
Societe Des Tuyaux Bonna; Sateba; G.T.I.E.; Enterprise Garczynski et Traploir;
Societe Maille & Vagneux Seperef-Tmp; Sade; Enterprise Fournie Grosaud et Cie;
Sahide; Sociedad Tubo Fabrega (Spain). Age 70. He has been a director of the
Company since 1988.
F. H. FENTENER VAN VLISSINGEN. President and Executive Director, Flint Holding
N.V., St. Marrten, Netherlands Antilles, a private investment company. Director
of SHV Holdings N.V., St. Maarten Netherlands Antilles, of which Company he was
Chief Executive Officer from 1975 to 1984. Also Director of AKZO N.V.;
Koninklijke Gist-Brocades N.V.; CSM N.V.; N.V. Samenwerkende
Elektriciteits-Produktiebedrijven; Draka Holding N.V.; Lips United B.V.; ABN
AMRO Holding N.V.; Unilever N.V. all in The Netherlands; Unilever PLC in the
U.K. and Disfood Holding A.G. in Switzerland. Age 60. He has been a director of
the Company since 1972.
2
<PAGE>
CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 1996 ANNUAL MEETING
DONALD H. ALBRECHT. President and Chief Executive Officer, The Terramics
Companies and Rivermeadows Corporation, real estate investment and development
firms. Age 65. He has been a director of the Company since 1982.
VICTOR K. ATKINS. Retired President, Lips Propellers, Inc. manufacturer of
marine equipment. Director of Smith Barney Shearson World Funds. Age 72. He has
been a director of the Company since 1965.
THE BOARD AND ITS COMMITTEES
The Board has standing committees, with duties and with 1993 membership and
number of meetings for each as shown below. In addition to the membership shown,
Lawrence R. Tollenaere is an ex-officio member of all committees; however, he
does not vote in the actions of the Compensation and Stock Option Committee (nor
the Board of Directors) with respect to stock options or matters pertaining to
his own compensation.
<TABLE>
<S> <C>
AUDIT COMMITTEE Two meetings held during 1993
MEMBERS:
Donald H. Albrecht, Chairman
John F. King
Robert Toxe
F. H. Fentener van Vlissingen
FUNCTIONS of the Audit Committee, all of whose actions are subject to approval by
the Board, are: Approve selection of independent public accountants; review and
approve accounting principles, policies, and practices; scope of annual audit and
audit arrangements; results of annual audit and the content and form of financial
reports to be included in Annual Report to Stockholders; and suggestions for
improvements in accounting procedures and internal controls made by independent
public accountants after completion of the annual audits.
COMPENSATION AND STOCK OPTION COMMITTEE Two meetings held during 1993
MEMBERS:
Richard J. Pearson, Chairman
Victor K. Atkins
William I. McKay
FUNCTIONS of the Compensation and Stock Option Committee, all of whose actions are
subject to approval by the Board, are: Review and approve salary ranges for top
managerial and executive positions; approve salary rates for corporate officers
and recommend salary rates for the Chief Executive Officer and President; approve
management incentive compensation plan and top management awards thereunder and
any contingent compensation plans of the Company; fix total incentive
compensation appropriation annually; administer stock option plans and make
grants thereunder.
EXECUTIVE COMMITTEE No meetings held during 1993
MEMBERS:
Donald H. Albrecht
James S. Marlen
Richard J. Pearson
Lawrence R. Tollenaere
FUNCTIONS of the Executive Committee, all of whose actions are subject to approval
by the Board, are: Exercise, between the meetings of the Board and while the
Board is not in session, those duties of the Board of Directors in the management
of the business of the Company which may lawfully be delegated to it by the
Board.
</TABLE>
3
<PAGE>
<TABLE>
<S> <C>
FINANCE COMMITTEE No meetings held during 1993
MEMBERS:
Victor K. Atkins, Chairman
Donald H. Albrecht
John F. King
James S. Marlen
William I. McKay
FUNCTIONS of the Finance Committee, all of whose actions are subject to approval by
the Board, are: Review financing policies and programs and consider their effect
on the financial position of the Company; review policies, plans and performance
of pension fund investments.
NOMINATING COMMITTEE Three Meetings held during 1993
MEMBERS:
Richard J. Pearson, Chairman
Donald H. Albrecht
John F. King
James S. Marlen
FUNCTIONS of the Nominating Committee, all of whose actions are subject to approval
by the Board, are: Recommend total size of Board, personal qualifications for
membership, and tenure of directorship; review qualifications of candidates for
directorship; obtain, review, and recommend candidates to fill vacancies. The
Committee will consider nominees recommended by stockholders. whose com-
munications can be addressed to the Nominating Committee, c/o the Secretary of
the Company.
</TABLE>
The Board of Directors met a total of 6 times in 1993 and all directors, except
Messrs. Toxe and van Vlissingen, attended at least 75% of the aggregate number
of meetings of the Board and Board Committees on which they served for the
period in which they served.
COMPENSATION OF DIRECTORS
Directors, other than Messrs. Marlen and Tollenaere who do not receive
compensation for their services as directors, received an annual retainer of
$17,000 plus $1,200 for each Board meeting attended during 1993. Directors were
available for consultation at any time by Management and normally received no
additional compensation for such consultation. For meetings of committees of the
Board of Directors, a fee of $600 per meeting was paid. The fee was paid to each
director who attended and actively participated. Any director, whether or not a
regular member of a committee, was entitled to attend and participate. Chairmen
of committees received an additional $50 fee for committee meetings chaired.
Directors may, by special arrangement, receive an additional fee for special
assignments involving unusual demands on their time. Such fees are normally
determined in advance by mutual agreement with Management as appropriate in the
circumstances. No such fees were paid in 1993.
4
<PAGE>
PROPOSAL FOR RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, upon recommendation of its Audit Committee, has
appointed the firm of Arthur Andersen & Co., as independent public accountants
to examine the Company's financial statements for its fiscal year ending
November 30, 1994. This firm has served as independent public accountants for
the Company for many years. It has no financial interest of any kind in the
Company or its subsidiaries. The firm has had no connection with the Company or
its subsidiaries in the capacity of promoter, underwriter, voting trustee,
director, officer or employee. A member of the firm of Arthur Andersen & Co. is
expected to be present at the Annual Meeting to answer questions and to make a
statement if he or she desires to do so.
The Board of Directors recommends a vote FOR the proposal to ratify the
appointment of the firm of Arthur Andersen & Co. as independent public
accountants of the Company for 1994.
If the appointment is not ratified by a majority of the shares of Common Stock
represented at the meeting on this proposal, the adverse vote will be considered
as a directive to the Board of Directors to select other independent public
accountants for the following year. However, because of the difficulty and
expense of making any substitution so long after the beginning of the current
year, it is contemplated that the appointment for the fiscal year ending
November 30, 1994 will be permitted to stand unless the Board finds other good
reason for making a change.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The Company has been informed that as of the dates indicated the following
persons were beneficial owners of more than five percent of the Company's Common
Stock.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF SHARES OF STOCK
BENEFICIAL OWNER BENEFICIALLY OWNED/AS OF PERCENT
- --------------------------- ------------------------ -----------
<S> <C> <C>
Neuberger & Berman 363,100/Jan. 31, 1994 9.33
11 Broadway
New York, NY
Taro Iketani 356,396/Dec. 22, 1993 9.15
Funakawara 18, Ichigaya
Shinjuku-ku
Tokyo, Japan
F. H. Fentener van 291,270(1)/Dec. 23, 1993 7.48
Vlissingen
Prinsengracht 963
1017 KL Amsterdam,
The Netherlands
Franklin Resources Inc. 212,600/Feb. 9, 1994 5.46
777 Mariners Island Blvd.
San Mateo, California
<FN>
(1) Mr. van Vlissingen holds voting power on and has a beneficial interest in
all of these shares, 280,600 of which are held by Disfood Holding A.G. and
10,670 by Flint Land & Cattle Ltd.
</TABLE>
5
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
As of February 1, 1994, the shares of Common Stock held individually by all
directors, nominees for director and executive officers named in the Summary
Compensation Table (who were executive officers at fiscal-year end) and by
directors and officers as a group were:
<TABLE>
<CAPTION>
SHARES OF
STOCK VESTED SHARES RIGHTS TO ACQUIRE
BENEFICIALLY HELD IN TRUST BENEFICIAL
NAME OWNED(1) UNDER 401(K) PLAN OWNERSHIP(2) PERCENT
- --------------------------- -------------- ----------------- ----------------- -------
<S> <C> <C> <C> <C>
DIRECTORS AND NOMINEES:
Donald H. Albrecht 0 0 0 *
Victor K. Atkins 6,000 0 0 *
John F. King 300 0 0 *
William I. McKay 200 0 0 *
Richard J. Pearson 600(3) 0 0 *
Robert Toxe 0 0 0 *
F.H. Fentener van
Vlissingen 291,270(4) 0 0 7.57
NAMED EXECUTIVE OFFICERS:
James S. Marlen 22,000 0 0 *
Lawrence R. Tollenaere 135,537(5) 621 41,000 3.50 (6)
James F. Slatic 500 439 0 *
Javier Solis 37 467 3,500 *
Robert P. Steinkamp 0 156 2,375 *
Gordon G. Robertson 0 349 500 *
DIRECTORS AND
OFFICERS AS A GROUP
(INCLUDING THOSE ABOVE) 456,549 2,769 52,625 11.80 (7)
<FN>
(1) Direct ownership except as otherwise noted.
(2) Represents shares subject to options which could be exercised by April 1,
1994 by the named individuals or the group pursuant to the 1982 Stock Option
Plan and the 1992 Incentive Stock Compensation Plan.
(3) Shares held in Pearson Family Trust, a living trust.
(4) See Note (1) under Security Ownership of Certain Beneficial Owners.
(5) Includes 600 shares owned by his wife, and 10,450 shares owned jointly with
his wife.
(6) If the 41,000 shares subject to exercisable options held by Mr. Tollenaere
were included in the total amount of shares outstanding, then the percentage
of Common Stock owned by Mr. Tollenaere would be 4.50%.
(7) If the 52,625 shares subject to exercisable options held by directors and
officers as a group were included in the total amount of shares outstanding,
then the percentage of Common Stock owned by the group would be 12.90%.
* Percentage owned of less than 1% of total outstanding shares not shown.
</TABLE>
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") requires the Company's directors, executive officers and holders of more
than 10% of the Company's Common Stock to file with the Securities & Exchange
Commission initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. The Company believes
that during the fiscal year ended November 30, 1993, its officers and directors
complied with all Section 16(a) filing requirements.
6
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table discloses for each of the last three fiscal years ended
November 30, 1993, compensation received by Messrs. Marlen and Tollenaere, both
of whom served a portion of the fiscal year as the Company's Chief Executive
Officer; the four remaining most highly paid executive officers; and Messrs.
Bodhaine and Kay, two executive officers who left the employment of the Company
during the year but whose reportable salary and bonus would have placed them in
the group of the four highest paid executive officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
(E) (G)
(A) OTHER NUMBER OF
NAME ANNUAL (F) SECURITIES (I)
AND COMPEN- RESTRICTED UNDERLYING (H) ALL OTHER
PRINCIPAL (B) (C) (D) SATION(2) STOCK OPTIONS/ LTIP COMPEN-
POSITION YEAR SALARY($)(1) BONUS($)(1) ($) AWARDS($) SARS(#) PAYOUTS($) SATION($)(2)
- ------------------------- ---- ----------- ----------- ----------- ----------- -------------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James S. Marlen 1993 187,154 150,758 104,435(3) 491,250(4) 15,000 0 600,000(5)
Chief Executive 1992(6) -- -- -- -- -- -- --
Officer and President 1991(6) -- -- -- -- -- -- --
Lawrence R. Tollenaere 1993 350,000 100,000 10,385 0 0 0 4,497(7)
Chairman of the Board 1992 350,000 0 -- 0 0 0 --
1991 345,385 0 -- 0 6,000(8) 0 --
James F. Slatic 1993 162,640 0 2,087 0 0 0 4,691(7)
Group Vice President 1992 153,712 0 -- 0 3,000(8) 0 --
1991 130,000 40,000 -- 0 0 0 --
Javier Solis 1993 142,755 35,245 174 0 2,000 0 3,972(7)
Senior Vice President 1992 138,346 10,000 -- 0 0 0 --
of Administration, 1991 104,923 10,000 -- 0 0 0 --
Secretary and General
Counsel
Robert P. Steinkamp 1993 131,280 25,218 174 0 0 0 3,278(7)
Vice President, 1992 129,961 0 -- 0 1,000(8) 0 --
Manufacturing 1991(6) -- -- -- 0 -- -- --
Gordon G. Robertson 1993 111,083 25,391 288 0 2,000 0 3,085(7)
Senior Vice President, 1992 93,052 0 -- 0 0 0 --
Technology 1991(6) -- -- -- -- -- -- --
FORMER EXECUTIVE
OFFICERS:
Kenneth J. Kay(9) 1993 124,292 86,750 0 0 3,000(10) 0 169,043(11)
Group Vice President 1992 149,404 33,250 -- 0 3,000(8)(10) 0 --
1991 137,486 10,000 -- 0 0 0 --
Larry Bodhaine(9) 1993 143,643 0 0 0 3,000(8)(10) 0 3,909(7)
Group Vice President 1992 56,077(12) 0 -- 0 0 0 --
1991 -- -- -- 0 -- 0 --
<FN>
(1) Amounts shown include cash and non-cash compensation earned for services
performed and received by the Executive Officers as well as amounts earned
but deferred at the election of those officers during FY1993.
(2) Under SEC phase-in rules, information for years ending prior to December
15, 1992 is not required to be disclosed in Columns (e) and (i).
(3) Of this amount, $83,840 was paid to a relocation company as an advance
toward fees and estimated expenses in connection with the purchase from
Mr. Marlen and the sale of his former residence in Ohio.
(4) As of November 30, 1993, Mr. Marlen held a total of 15,000 shares of
restricted stock. The value of such shares based upon the closing price on
the New York Stock Exchange on the date of grant was $491,250. The value
of such shares based upon the closing price on the New York Stock Exchange
on November 30, 1993 was $549,375. Of such 15,000 shares, 11,250 will vest
on or before July 21, 1996, i.e., three years from the date of grant.
Dividends will be paid on the 15,000 shares of restricted stock.
</TABLE>
7
<PAGE>
<TABLE>
<S> <C>
(5) Refer to Employment Agreement section below.
(6) These individuals were not executive officers during the time periods
indicated.
(7) Company contributions to the Ameron 401(k) Savings Plan.
(8) Limited Stock Appreciation Rights (LSARs) were granted simultaneously with
these options. They are exercisable under limited circumstances outside
the control of the participant and only to the extent the corresponding
option is exercisable. LSARs terminate when the corresponding option
terminates.
(9) Messrs. Kay and Bodhaine resigned on September 1 and October 29, 1993,
respectively.
(10) The options to purchase these shares terminated unexercised on the
respective resignation dates of Messrs. Bodhaine & Kay.
(11) Represents severance pay and matching Ameron 401(k) Savings Plan
Contribution.
(12) Mr. Bodhaine joined Ameron in June of 1992.
</TABLE>
EMPLOYMENT AGREEMENT
In connection with Mr. Marlen's employment as President and Chief Executive
Officer, the Company entered into a three-year employment agreement with him
commencing in June 1993. Under that agreement, Mr. Marlen is entitled to an
annual base salary of not less than $400,000 with an opportunity for future
merit increases based on annual reviews by the Board of Directors, with
participation in the Company's Management Incentive Compensation ("MIC") Plan
and other executive compensation and benefit plans. He was guaranteed a minimum
bonus award of $100,000 for fiscal year 1993 under the MIC Plan, and is
guaranteed a minimum bonus of 40% of base compensation for fiscal year 1994. The
agreement also provided for the grant of 15,000 shares of restricted stock with
a five-year vesting schedule, and an additional 15,000 shares of the Company's
Common Stock in the form of a stock option with a five-year vesting schedule. He
was paid a lump sum cash amount of $600,000 to compensate him for stock and
bonuses left behind from his previous employment and as an incentive for him to
join the Company. He is entitled to the rent-free use of a furnished condominium
leased by the Company until he can obtain permanent housing but not to exceed
one year, reimbursement of costs incidental to the sale of his former residence
in Ohio and his purchase of a new residence in the Southern California area,
with tax gross-up so as to result in no tax impact on these benefits. He is
entitled to a housing subsidy of $5,000 per month for three years to offset the
increased costs of Southern California housing. In October 1993 the Company
purchased his former residence in Ohio based on the average of three current
market value appraisals. Mr. Marlen is entitled to pension benefits that he left
behind at his previous employment. In addition he is entitled to separate
pension benefits under the Company's pension plans with vesting of benefits to
coincide with commencement of his employment with the Company in June 1993.
Refer to Pension Plans section below for additional vesting information with
respect to Mr. Marlen.
In the event that Mr. Marlen is terminated without cause, or in the event of
nonrenewal of his employment agreement or nonselection as Chairman of the Board
as of January 1, 1995, Mr. Marlen would be entitled to a severance benefit equal
to his then current base salary plus the highest bonus received during the
contract period times a factor of three. In the event of his death or long-term
disability while employed, or termination for reasons other than cause,
including change of control, all stock awards will become fully vested and he
will become entitled to vested pension benefits plus three years of additional
service credit. In the event that he is terminated without cause Mr. Marlen will
also be entitled to continue health and medical benefits coverage at the same
cost he is paying at the time of termination.
8
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ---------------------------------------------------------------------
(C) POTENTIAL
PERCENT REALIZABLE
OF VALUE AT ASSUMED
TOTAL ANNUAL RATES OF
OPTIONS/ STOCK PRICE
SARS APPRECIATION FOR
(B) GRANTED (D) OPTION TERM(3)
OPTIONS/ TO EXERCISE ----------------
SARS EMPLOYEES OR BASE (E)
(A) GRANTED TO IN FISCAL PRICE EXPIRATION(2) (F) (G)
NAME (#) YEAR ($/SH)(1) DATE 5%($) 10%($)
- -------------------- ---------- --------- --------- ------------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
James S. Marlen 15,000 3.7 32.75 6-14-98 135,723 299,908
Lawrence R.
Tollenaere -0- -0- -0- -0- -0- -0-
Javier Solis 2,000 0.5 32.50 2-23-98 17,958 39,683
James F. Slatic -0- -0- -0- -0- -0- -0-
Robert P. Steinkamp -0- -0- -0- -0- -0- -0-
Gordon G. Robertson 2,000 0.5 32.50 2-23-98 17,958 39,683
<FN>
(1) Market value of shares on the date of grant.
(2) Options are exercisable commencing 12 months after the grant date, with 25%
of the shares covered thereby becoming exercisable at that time and with an
additional 25% becoming exercisable on each successive anniversary date,
with full vesting occurring on the fourth anniversary date.
(3) Calculated based upon a 5-year option term, compounded appreciation at 5%
and 10% rates.
</TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
(E)
(D) VALUE OF
NUMBER OF UNEXERCISED
(B) UNEXERCISED IN-THE-MONEY
NUMBER OF OPTIONS/SARS OPTIONS/SARS
SECURITIES AT FY-END(#) AT FY-END($)
UNDERLYING ------------- --------------
(A) OPTIONS/SARS (C) EXERCISABLE/ EXERCISABLE/
NAME EXERCISED VALUE REALIZED($) UNEXERCISABLE UNEXERCISABLE
- -------------------- ------------ ----------------- ------------- --------------
<S> <C> <C> <C> <C>
James S. Marlen -0- -0- 0/15,000 (3) 0/$58,125
Lawrence R. -0- -0- 20,000/0 $440,000/0
Tollenaere 15,000/0 $73,125/0
6,000/0 0/0(1)
Javier Solis -0- -0- 2,250/750 0/0(1)
0/2,000 0/$8,250
James F. Slatic -0- -0- 3,750/1,250 0/0(1)
750/2,250 1,406/4,218
Robert P. Steinkamp -0- -0- 1,875/625 0/0(2)
500/500 938/937
Gordon G. Robertson -0- -0- 0/2,000 0/$8,250
<FN>
(1) Zero value based upon exercise price of $43.75 and fiscal year end 1993
market price of $36.625.
(2) Zero value based upon exercise price of $37.375 and fiscal year end 1993
market price of $36.625.
(3) Refer to Employment Agreement section on page 8, above.
</TABLE>
9
<PAGE>
PENSION PLANS
The following schedule shows the estimated annual benefit payable under the
combined Ameron Pension Plan for Salaried Employees and Ameron Supplemental
Executive Retirement Plan for employees at varying pay levels and years of
service. The schedule assumes retirement at age 65.
<TABLE>
<CAPTION>
YEARS OF SERVICE
FINAL AVG. ANNUAL ------------------------------------------
COMPENSATION 15 20 25 30
- --------------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C>
125,000 34,376 45,835 57,294 68,753
150,000 41,686 55,582 69,477 83,372
175,000 48,998 65,330 81,663 97,996
200,000 55,774 74,366 92,958 111,550
225,000 63,624 84,833 106,041 127,249
300,000 85,561 114,082 142,602 171,122
400,000 114,870 153,082 191,352 229,622
450,000 129,436 172,582 215,722 258,872
500,000 144,064 192,084 240,105 288,126
<FN>
(1) Calculated based upon highest consecutive 60 of last 120 months of earnings
prior to retirement.
</TABLE>
Benefits shown above are computed as straight life annuity amounts. They are not
subject to deduction for Social Security or other offset amounts.
For purposes of the Ameron Pension Plan for Salaried Employees, compensation is
base monthly salary, exclusive of overtime, severance, bonuses, commissions or
amounts deferred under the Executive Deferral Plan. The Internal Revenue Code
limits the amount per year on which benefits are based and limits the aggregate
amount of the annual pension which may be paid by an employer from a plan which
is qualified under the Code for federal income tax purposes. The Supplemental
Executive Retirement Plan provides for supplemental payments to be made to
certain eligible executives of the Company in amounts sufficient to maintain
total benefits upon retirement had there been no such Code limitations and
expands annual compensation to include bonuses and deferred compensation.
As of February 1, 1994, credited service under both plans for each of the named
individuals in the foregoing Summary Compensation Table are:
<TABLE>
<CAPTION>
CREDITED YEARS
OF SERVICE(1)
PRESENT AT AGE 65
---------- ----------
<S> <C> <C>
James S. Marlen(2) 8/12(2) 12-10/12(2)
Lawrence R. Tollenaere(3) 32-6/12 32-6/12
James F. Slatic 17-11/12 17-11/12
Javier Solis 12-4/12 30
Robert P. Steinkamp 3-6/12 20-11/12
Gordon G. Robertson 28-9/12 30
<FN>
(1) Excluding the exceptions below, the maximum credit is 30 years.
(2) Refer to Employment Agreement section on page 8, above. In order for the
Company to provide Mr. Marlen with pension benefits not less than those
under the Pension Plan of his former employment, the Company contemplates
adding two years of credit for each year of service during the first 9 1/2
years of his employment with the Company. In addition, in the event that Mr.
Marlen is terminated for reasons other than for cause and/or a change of
control takes place, he will be entitled to his vested pension benefits plus
three years of additional credited service. In the event that he obtains new
employment within three years of leaving the Company following termination,
he will be entitled only to his vested pension benefits (not additional
years of service).
(3) In recognition of Mr. Tollenaere's extensive service with the Company, the
Supplemental Executive Retirement Plan has been modified, as it pertains to
him, to provide that he is credited with 32-6/12 years of service.
</TABLE>
10
<PAGE>
THE FOLLOWING REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE AND THE
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN INCLUDED IN THIS PROXY STATEMENT
SHALL NOT BE DEEMED TO BE INCORPORATED BY REFERENCE BY ANY GENERAL STATEMENT
INCORPORATING BY REFERENCE THIS PROXY STATEMENT INTO ANY FILING UNDER THE
SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934, EXCEPT TO THE
EXTENT THE COMPANY SPECIFICALLY INCORPORATES THIS REPORT OR THE PERFORMANCE
GRAPH BY REFERENCE THEREIN, AND SHALL NOT BE DEEMED SOLICITING MATERIAL OR
OTHERWISE DEEMED FILED UNDER EITHER OF SUCH ACTS.
REPORT OF THE COMPENSATION & STOCK OPTION COMMITTEE
The Compensation & Stock Option Committee of the Board of Directors (the
"Committee") is composed entirely of independent outside directors. No member of
the Committee is a former or current officer or employee of the Company or any
of its subsidiaries.
The Committee, all of whose actions are subject to approval by the Board of
Directors, is responsible for the proper administration of the Company's various
compensation programs, including its salary policies, its Management Incentive
Compensation ("MIC") Plan (which comprises its bonus plan for management
employees) and its stock compensation plans. On an annual basis the Committee
reviews base salary ranges for the Company's various levels of management,
approves annual salaries of officers, approves MIC Plan awards, administers the
Company's stock option plans and makes grants thereunder, and reviews with the
Board in detail all aspects of compensation for all officers of the Company,
including the Chief Executive Officer.
The executive compensation policy of the Company, which is endorsed by the
Committee, is that the base compensation of all officers should be generally
comparable to base salaries being paid to other similarly situated officers of
general manufacturing companies with similar sales levels in similar industries
and geographical locations, and that bonus compensation be in the form of MIC
Plan awards and stock option benefits which are contingent upon the performance
of the Company as well as the individual contributions of each officer. Because
of the inherent cyclical nature of some of the Company's businesses, and because
a significant portion of its businesses are dependent on the timing of projects
over which it has no control, the Committee does not believe that the base
salary portion of compensation of the Company's officers should be subject to
annual fluctuations based solely on such effects.
In determining comparability of officer salaries to those of other similarly
situated officers, members of the Committee review the results of compensation
surveys provided by various compensation consulting firms of national
reputation. The Committee has reviewed the compensation for each of the five
highest paid officers for 1993 and has determined that in its opinion, the
compensation of all officers is reasonable in view of the Company's consolidated
performance and the contribution of those officers to that performance.
The MIC Plan is based on the following measures: corporate performance, business
unit performance and personal performance. The corporate performance measure is
based on the Company's return on equity. The Committee believes that this factor
is the primary determinant of share price over time. Because of the relatively
low volume of trade of the Company's stock and therefore its susceptibility to
volatility based on factors extraneous to return on equity, the Committee does
not believe that share price per se is necessarily a measure of corporate
performance. Business unit performance measures are based primarily on return on
assets. Personal performance measures are based on such qualitative factors as
performance against objectives and plans, and organizational and management
development.
The current annual base salary of $400,000 for Mr. Marlen was set in June 1993
when he became employed by the Company as its President and Chief Executive
Officer. That base salary was established based on the same executive
compensation policy described above with respect to other officers of the
Company, that is, comparability to base salaries being paid to other similarly
situated officers of general manufacturing companies with similar sales
revenues, industry and geographical location. That base salary will be reviewed
by the Committee in June 1994. As part of Mr. Marlen's negotiated employment
agreement, the Company agreed that he would be guaranteed a minimum bonus award
of $100,000 for fiscal year 1993 under the MIC Plan, however it was the judgment
of the Committee at its most recent meeting that in light of Mr. Marlen's
contributions in connection with the Company's recently completed major
restructuring program, a bonus award of $150,000 was deemed to be more
appropriate. Such
11
<PAGE>
bonus award is in line with the average of bonus awards paid to chief executive
officers of general manufacturing companies with similar sales levels in similar
industries and geographical locations as reported by various compensation
consulting firms of national reputation. As part of Mr. Marlen's negotiated
employment agreement, upon the commencement of his employment the Company
awarded Mr. Marlen a restricted stock grant of 15,000 shares and a non-qualified
stock option grant of an additional 15,000 shares under the terms of the
Company's 1992 Incentive Stock Compensation Plan, and it paid Mr. Marlen a lump
sum cash payment of $600,000 to compensate him for stock and bonuses left behind
from his previous employment as well as an incentive for him to join the
Company.
R. J. PEARSON, Chairman
V. K. ATKINS
W. I. MCKAY
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
The following line graph compares the yearly changes in the cumulative total
return on the Company's Common Stock against the cumulative total return of the
New York Stock Exchange Market Value Index and the Peer Group Composite
described below for the period of the Company's five fiscal years commencing
12/1/88 and ended 11/30/93. The comparison assumes $100 invested on 12/1/88.
Total return assumes reinvestment of dividends. The performance shown on the
graph below is not necessarily indicative of future price performance.
AMERON, INC. STOCK PRICE PERFORMANCE
<TABLE>
<CAPTION>
12/88 11/89 11/90 11/91 11/92 11/93
<S> <C> <C> <C> <C> <C> <C>
Ameron, Inc. $ 100 $ 136.6 $ 129.5 $ 119.1 $ 122.7 $ 139.6
N.Y.S.E. $ 100 126.3 121.7 146.2 167.8 188.3
Peer Group Index $ 100 115.0 91.1 106.6 144.6 173.5
</TABLE>
The Peer Group Composite is based 70% on a Building Materials Companies
Component and 30% on a Protective Coatings Companies Component. This percentage
split was arrived at based on the historical sales volumes during the past five
years of the Company's Protective Coatings Business Segment in comparison to the
remainder of the Company's other business segments which are generically in the
building materials category.
The Building Materials Companies Component is comprised of the following
companies: Advanced Environmental, American Woodmark Corp., Ameron, Inc.,
Armstrong World Industries, Bairnco Corp., Bird Corp., Butler Manufacturing,
CalMat Co., Ceradyne Inc., Chemfab Corporation, Consolidated Stainless, Dravo
Corp., Elcor Corp., Facelifters Home Systems, Holopak Technologies Inc.,
Industrial Acoustics Inc., Industrial Holdings Inc., Insituform Technologies,
Instrument Systems Corp., Knape & Vogt Mfg. Co., Manville Corp., Mark Controls
Corp., Miller Building Systems Inc., National Gypsum Co., NCI Building Systems
Inc., Omega Environmental Inc., OSF Inc., Owens Corning Fiberglass, Raytech
Corp., Reclaim Inc., Republic Gypsum Co., Southwall Technologies, Supradur Cos.
Inc., Triangle Pacific Corp., U.S. Intec Inc., United Dominion Industries, USG
Corp. and Vulcan Materials Co. The Protective Coatings Companies Component is
comprised of the following companies: Corimon CA SACA, Grow Group Inc.,
Guardsman Products Inc., Insilco Corp., Lilly Industries, PPG Industries, Pratt
& Lambert Inc., RPM Inc., Sherwin-Williams Co. and Valspar Corp.
12
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
It is the Company's understanding that Mr. Taro Iketani is one of the principal
stockholders of Tokyo Steel Manufacturing Co., Ltd., ("Tokyo"), a Japanese
corporation. Tokyo owns 25% of the outstanding stock of Tamco, a California
corporation. The Company owns 50% of Tamco. Tamco manufactures steel reinforcing
bars. In addition, Tamco leases from the Company, certain land, buildings and
improvements used in Tamco's steelmaking operations at a monthly lease rate of
$30,000 payable in arrears. The lease is a net lease expiring in February, 2002
with a renewal option available to Tamco. In addition, at the end of the renewal
term, Tamco has the option to purchase the property at the then current market
value. During 1993, the Company had sales to Tamco in transactions totalling
$496,104 and purchases from Tamco in transactions totalling $31,314. The Company
believes that the terms of such transactions were as favorable as could have
been negotiated with unaffiliated parties.
MISCELLANEOUS
COST OF SOLICITING PROXIES
The cost of soliciting proxies in the accompanying form has been or will be paid
by the Company. In addition to solicitation by mail, arrangements will be made
with brokerage houses and other custodians, nominees and fiduciaries to send
proxy materials to beneficial owners, and the Company will, upon request,
reimburse them for their reasonable expenses in so doing. Officers, directors
and regular employees of the Company may request the return of proxies
personally, by means of materials prepared for employee-stockholders or by
telephone or telegram to the extent deemed appropriate by the Board of
Directors. No additional compensation will be paid to such individuals for this
activity. The extent to which this solicitation will be necessary will depend
upon how promptly proxies are received; therefore, Stockholders are urged to
return their proxies without delay.
STOCKHOLDER PROPOSALS
Proposals of Stockholders to be considered for inclusion in the proxy statement
and form of proxy relating to the 1994 meeting must be addressed to the Company,
Attention: Corporate Secretary, at the Company's principal office, and must be
received there no later than October 21, 1994.
The Company's Bylaws provide that for business to be brought before an annual
meeting by a Stockholder, written notice must be received by the Secretary not
less than 60 or more than 120 days prior to the meeting; provided that in the
event the first public disclosure of the date of the meeting is made less than
65 days prior thereto, the required notice may be received within ten days
following such public disclosure. The information which must be included in the
notice is specified in the applicable Bylaw, a copy of which may be obtained
from the Secretary.
OTHER MATTERS
So far as management knows, there are no matters to come before the meeting
other than those set forth in the Proxy Statement. If any further business is
presented to the Meeting, the persons named in the proxies will act according to
their best judgment on behalf of the Stockholders they represent.
By Order of the Board of Directors
Javier Solis, Secretary
February 22, 1994
Pasadena, California
13
<PAGE>
[LOGO] AMERON, INC.
PROXY
245 SOUTH LOS ROBLES AVENUE, PASADENA, CALIFORNIA 91101
1994
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James S. Marlen, Javier Solis and Gary Wagner,
and each of them, with power of substitution in each, proxies to vote all the
shares of Ameron, Inc. ("Ameron") Common Stock which the undersigned may be
entitled to vote at the Annual Meeting of Stockholders to be held March 28,
1994, and at any adjournment thereof, upon the following matters as specified
and in their discretion upon such other business as may properly come before the
meeting or any adjournment thereof.
<TABLE>
<S> <C> <C>
1. ELECTION OF FOR all nominees listed below WITHHOLD AUTHORITY to vote for
DIRECTORS (EXCEPT AS MARKED TO THE CONTRARY BELOW) / / all nominees listed below / /
</TABLE>
John F. King, James S. Marlen, William I. McKay, Richard J. Pearson
(INSTRUCTION:To withhold authority to vote for any nominee(s), print the name(s)
of such nominee(s) on the line below.)
_______________________________________________________________
2. PROPOSAL TO RATIFY THE APPOINTMENT OF Arthur Andersen & Co., independent
public accountants to audit the financial statements of Ameron for fiscal
year 1994.
FOR / / AGAINST / / ABSTAIN / /
<PAGE>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL
BE VOTED FOR ITEMS 1 AND 2.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW
DATED____________________ 1994
______________________________
Signature
______________________________
(Signature if held jointly)
(Executors, administrators,
and trustees should indicate
such capacity when signing. If
shares are held jointly, each
holder should sign.)
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
