<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
AMERON, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
AMERON, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / 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 27, 1995 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 LLP as independent public
accountants of the Company for fiscal year 1995.
3. To approve the Ameron, Inc. 1994 Nonemployee Director Stock Option Plan.
4. To transact such other business as may properly come before the meeting
or any adjournments thereof.
The Board of Directors has fixed February 10, 1995 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 or not you expect to attend the Annual Meeting, 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 24, 1995
<PAGE>
AMERON, INC.
CORPORATE OFFICES: 245 SOUTH LOS ROBLES AVE., PASADENA, CALIFORNIA 91101
FEBRUARY 24, 1995
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 24,
1995. 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.
You 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 10, 1995. On such date, there were issued,
outstanding and entitled to vote at the Annual Meeting, 3,939,725 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 LLP as
independent public accountants of the Company for fiscal year 1995 and for the
approval of the Ameron, Inc. 1994 Nonemployee Director Stock Option Plan.
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
(PROXY ITEM 1)
The Bylaws of the Company presently provide for nine (9) directors, divided into
three classes. Four directors are to be elected at the 1995 Annual Meeting.
Lawrence R. Tollenaere and F. H. Fentener van Vlissingen were elected to their
present term of office at the Company's 1992 Annual Meeting of Stockholders. J.
Michael Hagan was appointed to the Company's Board of Directors on November 21,
1994 and joined Lawrence R. Tollenaere and F. H. Fentener van Vlissingen as a
Class III director. Class III directors will serve until the 1998 Annual Meeting
of Stockholders or until their respective successors have been elected and
qualified. Mr. A. Frederick Gerstell was appointed to the Company's Board of
Directors effective February 2, 1995 and joined John F. King and Richard J.
Pearson as a Class II director. Class II directors will serve until the 1997
Annual Meeting of Stockholders or until their successors have been elected and
qualified. The persons appointed as proxy holders in the enclosed form of proxy
will,
<PAGE>
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 such
nominees. All of the nominees have 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
company 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 Exchange Act.
1995 NOMINEES FOR DIRECTOR
A. FREDERICK GERSTELL. Chairman of the Board, President and Chief Executive
Officer of CalMat Co. since 1991, President and Chief Executive Officer since
1988. Age 57. He has been a director of the Company since February 2, 1995.
J. MICHAEL HAGAN. Chairman of the Board and Chief Executive Officer of Furon
Company since 1991. He previously served as President from 1980. Age 55. He has
been a director of the Company since November 21, 1994.
LAWRENCE R. TOLLENAERE. Retired Chairman of the Board, Ameron, Inc., with which
he was employed in a succession of executive capacities since 1950. Director of
Avery Dennison, Newhall Land and Farming Company, Pacific Mutual Life Insurance
Company and The Parsons Corporation. Age 72. He has been a director of the
Company since 1962.
F. H. FENTENER VAN VLISSINGEN. President and Executive Director, Flint Holding
N.V., St. Maarten, 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 Nobel 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. and Unilever N.V., all in The Netherlands, Unilever PLC in the
U.K., and Disfood A.G. in Switzerland. Age 61. He has been a director of the
Company since 1972.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THESE NOMINEES AND
THE ENCLOSED PROXY CARD WILL BE SO VOTED UNLESS YOU SPECIFY OTHERWISE.
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. Age 66. He has been a director of the
Company since 1982.
VICTOR K. ATKINS. Retired President, Lips Propellers, Inc. Director of Smith
Barney World Funds. Age 73. He has been a director of the Company since 1965.
JAMES S. MARLEN. Chairman of the Board of Ameron, Inc. since January 1995,
President and Chief Executive Officer since June 1993. Formerly Vice President
GenCorp. Inc. and President, GenCorp Polymer Products, a subsidiary of GenCorp.,
Inc. of Akron, Ohio since 1988. Age 53. He has been a director of the Company
since 1993.
CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 1997 ANNUAL MEETING
JOHN F. KING. Consultant, Union Bank of Switzerland and Holmes Hally Industries.
Formerly Chairman of the Board and Chief Executive Officer, World Trade Bank.
Director of Glendale Federal Bank. Age 61. He has been a director of the Company
since 1986.
RICHARD J. PEARSON. Retired President, Chief Operating Officer, Avery Dennison.
Director of Ducommun, Inc., M&R Screen Printing and Seidler Capital. Age 69. He
has been a director of the Company since 1981.
THE BOARD AND ITS COMMITTEES
The Board has standing committees, with duties and with 1994 membership and
number of meetings for each as shown below.
Effective December 31, 1994, Mr. Robert Toxe, who has been a director of the
Company since 1988, retired from the Board and Committees on which he served to
pursue personal interests.
Effective February 2, 1995, Mr. William I. McKay, who has been a director of the
Company since 1985, retired from the Board and Committees on which he served to
pursue personal interests.
<TABLE>
<S> <C>
AUDIT COMMITTEE Two meetings held during 1994
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.
</TABLE>
3
<PAGE>
<TABLE>
<S> <C>
COMPENSATION & STOCK OPTION COMMITTEE Two meetings held during 1994
MEMBERS:
Richard J. Pearson, Chairman
Victor K. Atkins
William I. McKay
FUNCTIONS of the Compensation & 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 and long-term incentive plans and top
management awards thereunder and any contingent compensation plans of the
Company; fix total incentive compensation appropriation annually; administer
stock compensation plans and make stock option grants and awards thereunder.
EXECUTIVE COMMITTEE No meetings held during 1994
MEMBERS:
James S. Marlen, Chairman
Donald H. Albrecht
Richard J. Pearson
FUNCTIONS of the Executive Committee, all of whose actions are subject to approval
by the Board, are: Exercise, between 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.
FINANCE COMMITTEE No meetings held during 1994
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 1994
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 1994 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.
4
<PAGE>
COMPENSATION OF DIRECTORS AND RETIREMENT POLICIES
Directors who were not officers or employees of the Company received an annual
retainer of $19,000 plus $1,400 for each Board meeting attended. Directors are
available for consultation at any time by Management and normally receive no
additional compensation for such consultation. For meetings of committees of the
Board of Directors, a fee of $650 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 special assignments were in effect during 1994.
On February 1, 1995 the Board of Directors unanimously approved a policy
establishing the mandatory retirement date of each member of the Board as the
date of Annual Meeting of the Stockholders of the Company next following his or
her 72nd birthday. For transitional purposes, directors who were as of February
1, 1995 beyond the mandatory retirement date may continue to serve as directors
until their successors are elected by the Stockholders of the Company or
appointed by the Board of Directors, and shall retire as soon as their
respective successors are appointed or elected; and where there is more than one
director beyond the mandatory retirement date, the eldest director shall retire
first.
PROPOSAL FOR RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
(PROXY ITEM 2)
The Board of Directors, upon recommendation of its Audit Committee, has
appointed the firm of Arthur Andersen LLP, as independent public accountants to
examine the Company's financial statements for its fiscal year ending November
30, 1995. 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 LLP 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 RATIFICATION OF THE APPOINTMENT
OF THE FIRM OF ARTHUR ANDERSEN LLP AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE
COMPANY FOR 1995 AND THE ENCLOSED PROXY CARD WILL BE SO VOTED UNLESS YOU SPECIFY
OTHERWISE.
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, 1995 will be permitted to stand unless the Board finds other good
reason for making a change.
5
<PAGE>
1994 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
(PROXY ITEM 3)
INTRODUCTION
In order to enhance the Company's ability to attract and retain well qualified
directors who are not also employees of the Company ("Nonemployee Directors")
and to encourage the acquisition, by such directors, of Common Stock of the
Company, the Board of Directors adopted the 1994 Director Stock Option Plan on
June 27, 1994, the ("1994 Plan"). The 1994 Plan will make 120,000 shares of the
Company's Common Stock available for options to Nonemployee Directors.
Options under the 1994 Plan will not qualify as incentive stock options under
Section 422A of the Internal Revenue Code of 1986, as amended (the "Code").
ELIGIBILITY
All Nonemployee Directors are eligible to receive grants of options under the
1994 Plan. As of the date of this Proxy Statement, there are eight such
Nonemployee Directors.
GRANT OF OPTIONS
Each year, on the first business day following the date of the Annual Meeting of
Stockholders, beginning with the 1995 Annual meeting (the "Date of Grant"), each
Nonemployee Director shall automatically be granted an option to purchase 1,000
shares of Common Stock under the 1994 Plan. Of the nine directors currently on
the Board, eight directors, Messrs. Albrecht, Atkins, Gerstell, Hagan, King,
Pearson, Tollenaere and Van Vlissingen are presently Nonemployee Directors.
Thus, if the 1994 Plan is approved by the stockholders, immediately after the
Annual Meeting, these directors will each be automatically issued an option to
purchase 1,000 shares of the Company's Common Stock.
The Board has the right, as discussed below, to terminate or amend the plan, and
to make certain adjustments in the number and type of shares covered by the plan
in the event of certain transactions involving the Company. All determinations
and decisions regarding the administration of the 1994 Plan will be made by the
entire Board.
The option price at which Common Stock may be purchased upon the exercise of
options granted under the 1994 Plan shall be the fair market value of the Common
Stock on the date the option is granted. Options granted under the 1994 Plan
shall have a term of ten years.
The full option price for all shares purchased upon the exercise of options
granted under the 1994 Plan must be paid at the time of the exercise in cash or,
in whole or in part with either shares covered by the nonqualified option being
exercised or with other shares of the Company owned by the option holder (valued
at their fair market value on the date of exercise). Similarly, if the Company
is required to withhold any tax imposed as a result of exercise of an option,
the option holder must pay that amount in cash to the Company concurrently with
the exercise of the option; provided, however, that the holder may elect to pay
some or all of such withholding tax with either shares covered by the
nonqualified option being exercised or with other shares of the Company owned by
the option holder.
Options granted to Nonemployee Directors may not be exercised until the first
anniversary of the Date of Grant. During the second year after the grant of such
options, one-fourth may be exercised, during the third year one-half may be
exercised, during the fourth year three-fourths may be exercised, and all
options may be exercised after the end of the fourth year from Date of Grant. No
such options may be exercised more than ten years from the Date of Grant (the
"Expiration Date"). Options granted to a Nonemployee Director terminate ninety
days after such director ceases to be a director of the Company,
6
<PAGE>
except upon retirement in accordance with any policy of the Board relating to
age, death or disability. Upon such retirement, the Nonemployee Director's
options shall be 100% exercisable and shall expire upon the Expiration Date.
Upon death or disability, the Nonemployee Director's options shall be 100%
exercisable and shall terminate if not exercised within one year. Options become
fully exercisable shortly before, and expire upon, the consummation of certain
reorganizations, mergers and consolidations of the Company.
TAX CONSEQUENCES
The grant of any option under the 1994 Plan will not result in taxable income to
the recipient of the option for federal income tax purposes nor will the Company
be entitled to an income tax deduction at the time of grant. Upon exercise of
any option, the option holder will generally recognize ordinary income for
federal income tax purposes equal to the difference between the exercise price
and the fair market value of the shares on the date of exercise. The Company
will be entitled to a federal income tax deduction at the time of exercise in
the amount of ordinary income recognized by the option holder. In general, any
further gain realized by the option holder on the subsequent disposition of such
shares will be long-term or short-term capital gain depending on how long the
shares are held.
DURATION
The 1994 Plan expires on June 27, 2004, unless earlier terminated by the Board
of Directors.
AMENDMENT AND TERMINATION
The Board may alter, amend, suspend or terminate the 1994 Plan, provided that no
such action may, without the consent of such optionee, deprive an optionee of
any outstanding options or any rights thereunder, and no such action unless and
until it is approved by the Stockholders of the Company, may (i) increase the
maximum number of Common Shares that may be acquired upon the exercise of
options granted under the 1994 Plan, (ii) reduce the exercise price of options
granted under the 1994 Plan, (iii) alter the class of persons eligible for the
grant of options under the 1994 Plan, (iv) extend the duration of the 1994 Plan,
or (v) materially increase the benefits accruing to the recipients of options
granted under the 1994 Plan.
Notwithstanding the foregoing, the 1994 Plan may not be amended more than once
every six months, other than to comport with changes in the Internal Revenue
Code, the Employee Retirement Income Security Act, or the rules thereunder.
ADJUSTMENT
The 1994 Plan provides for appropriate adjustment in the number and type of
shares covered by options granted under the 1994 Plan in the event of a
reorganization, merger, consolidation, recapitalization, or certain other
transactions involving the Company that have the effect of changing the number
or type of shares previously subject to the 1994 Plan.
CONCLUSION
The foregoing summary of certain of the terms of the 1994 Plan is not intended
to be a complete statement of all of its provisions and is qualified in its
entirety by reference to the 1994 Plan itself, a complete copy of which is
attached as Exhibit A to this Proxy Statement.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE 1994 PLAN AND
THE ENCLOSED PROXY CARD WILL BE SO VOTED UNLESS YOU SPECIFY OTHERWISE.
7
<PAGE>
NEW PLAN BENEFITS
1994 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
<TABLE>
<CAPTION>
# OF
SECURITIES
DOLLAR UNDERLYING
NONEMPLOYEE DIRECTORS VALUE($) UNITS
- --------------------------- ------------ --------------
<S> <C> <C>
Donald H. Albrecht * **
Victor K. Atkins * **
A. Frederick Gerstell * **
J. Michael Hagan * **
John F. King * **
Richard J. Pearson * **
Lawrence R. Tollenaere * **
F. H. Fentener van
Vlissingen * **
<FN>
* The value of an option is equal to the difference between the market price
of the Company's Common Stock on the date of exercise and the market price
of the Company's Common Stock on the date of grant, multiplied by the
number of shares as to which the option is exercisable. No options have
been granted under the 1994 Plan and therefore, there is no way to
determine what the future value will be.
** The 1994 Plan provides for automatic annual grants of options to purchase
1,000 shares of Common Stock to Nonemployee Directors.
</TABLE>
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>
Taro Iketani 306,396/Dec. 22, 1994 7.77
Funakawara 18, Ichigaya
Shinjuku-ku
Tokyo, Japan
Neuberger & Berman 242,900/Feb. 10, 1995 6.17
11 Broadway
New York, NY
F. H. Fentener van 197,736(1)/Dec. 15, 1994 5.02
Vlissingen
Prinsengracht 963
1017 KL Amsterdam,
The Netherlands
<FN>
(1) Mr. van Vlissingen holds voting power on and has a beneficial interest in
these shares, all of which are held by Disfood B.V.
</TABLE>
8
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
As of February 2, 1995, the shares of Common Stock held by all directors,
nominees for director and executive officers named in the Summary Compensation
Table individually 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 *
A. Frederick Gerstell 0 0 0 *
J. Michael Hagan 200 0 0 *
John F. King 300 0 0 *
Richard J. Pearson 600(3) 0 0 *
Lawrence R. Tollenaere 143,115(4) 702 21,000 3.65 (5)
F. H. Fentener van
Vlissingen 197,736(6) 0 0 5.02
NAMED EXECUTIVE OFFICERS:
James S. Marlen 33,000 26 7,500 *
Javier Solis 37 615 1,750 *
Gary Wagner 105(7) 422 3,500 *
Gordon G. Robertson 0 463 1,500 *
George J. Fischer 0 399 2,125 *
DIRECTORS AND OFFICERS
AS A GROUP
(INCLUDING THOSE ABOVE) 381,093 2,805 38,925 9.74 (8)
<FN>
(1) Direct ownership except as otherwise noted.
(2) Represents shares subject to options which could be exercised by April 1,
1995 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) Includes 600 shares owned by his wife, and 10,450 shares owned jointly with
his wife.
(5) If the 21,000 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%.
(6) See Note (1) under Security Ownership of Certain Beneficial Owners.
(7) 100 of these shares are owned jointly with his wife.
(8) If the 38,925 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 10.62%.
* Percentage owned of less than 1% of total outstanding shares not shown.
</TABLE>
Section 16(a) of the Securities and 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 and
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, 1994, its
officers and directors complied with all Section 16(a) filing requirements.
9
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table discloses compensation received by the Company's Chief
Executive Officer and the four remaining most highly paid executive officers for
each of the last three fiscal years ended November 30, 1994.
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 1994 416,154 325,000 96,397(3) -- 65,000 0 9,672(5)
Chairman, President 1993 187,154 150,758 104,435 (4) 15,000 0 600,000(6)
& Chief Executive 1992(7) -- -- -- -- -- -- --
Officer
Javier Solis 1994 158,538 60,000 0 0 11,842 0 4,398(5)
Senior Vice 1993 142,755 35,245 0 0 2,000 0 4,146
President of 1992 138,346 10,000 -- 0 0 0 --
Administration,
Secretary and
General Counsel
Gary Wagner, Senior 1994 124,808 60,000 0 0 11,842 0 3,565(5)
Vice President & 1993 95,000 30,000 0 0 500 0 2,975
Chief Financial 1992 90,138 0 -- 0 0 0 --
Officer, Treasurer
Gordon G. Robertson 1994 123,269 45,000 0 0 2,000 0 2,732(5)
Senior Vice 1993 111,083 25,391 0 0 2,000 0 3,373
President, 1992 93,052 0 -- 0 0 0 --
Technology
George J. Fischer 1994 116,827 45,000 0 0 2,500 0 4,376(5)
Senior Vice 1993 98,200 30,000 0 0 0 0 3,656
President, 1992 96,400 0 -- 0 0 0 --
Human Resources
<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 FY1994.
(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) $45,000 of this amount represents a housing subsidy and $27,485 represents
the cost of a furnished condominium leased by the Company. Refer to
Employment Agreement Section below.
(4) Mr. Marlen held 11,250 shares of restricted stock valued at $365,625 on
November 30, 1994
(5) Amounts in this column represent:
(a) Contributions by the Company to the 401(K) Savings Plan for: James S.
Marlen, $5,105; Javier Solis, $4,224; Gary Wagner, $3,463; Gordon G.
Robertson, $2,282; and George J. Fischer, $3,341.
(b) Above-market interest calculated (but not paid or payable) on deferred
compensation: James S. Marlen, $4,279 and George J. Fischer, $333.
(c) The dollar value of insurance premiums paid by the Company during the
fiscal year for term life insurance: James S. Marlen, $288; Javier Solis,
$174; Gary Wagner, $102; Gordon G. Robertson, $450; and George J. Fischer,
$702.
(6) Refer to Employment Agreement section below.
(7) Mr. Marlen was not an Executive Officer of the Company during 1992.
</TABLE>
10
<PAGE>
EMPLOYMENT AGREEMENT
In connection with Mr. Marlen's employment as Chairman, 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 Plan ("MICP")
and other executive compensation and benefit plans. He was guaranteed a minimum
bonus award of $100,000 for fiscal year 1993 under the MICP, and was 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 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 when he joined the Company. 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 was entitled to the rent-free use of a furnished condominium leased
by the Company until he obtained 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 $5,000 per month for three years to offset the increased
costs of Southern California housing. In October 1993 the Company purchased his
former residence in Ohio based on the average of three current market value
appraisals. Mr. Marlen is entitled to pension benefits that he left behind at
his previous employment. In addition he is entitled to separate pension benefits
under the Company's pension plans with vesting to coincide with commencement of
his employment with the Company in June 1993. In the event that Mr. Marlen is
terminated without cause, or in the event of nonrenewal of his employment
agreement, Mr. Marlen would be entitled to a severance benefit equal to his then
current base salary plus the highest bonus received during the contract period
times a factor of three. In the event of his death or long-term disability while
employed, or termination for reasons other than cause, including change of
control, all stock awards will become fully vested and he will become entitled
to vested pension benefits plus three years of additional service credit. In the
event that he is terminated without cause Mr. Marlen will also be entitled to
continue health and medical benefits coverage at the same cost he is paying at
the time of termination.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
VALUE AT
ASSUMED ANNUAL
RATES
OF STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM (4)
---------------------------------------------------------------------------------- -------------------
(A) (B) (C) (D) (E) (F) (G)
PERCENT OF
OPTIONS/ TOTAL OPTIONS/ SARS
SARS GRANTED TO EXERCISE
GRANTED TO EMPLOYEES OR BASE PRICE EXPIRATION
NAME (#) IN FISCAL YEAR ($/SH)(1) DATE 5%($) 10%($)
-------------------- ----------- ---------------------------------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
James S. Marlen 15,000 2.4 42.00 1-20-04(2) 396,203 1,004,057
40,000 33.0 37.00 4-25-04(3) 930,764 2,358,738
Javier Solis 3,000 2.5 42.00 1-20-04(2) 79,240 200,811
8,842 7.3 37.00 4-25-04(3) 205,745 521,399
Gary Wagner 3,000 2.5 42.00 1-20-04(2) 79,240 200,811
8,842 7.3 37.00 4-25-04(3) 205,745 521,399
Gordon G. Robertson 2,000 1.7 42.00 1-20-04(2) 52,827 133,874
George J. Fischer 2,500 2.1 42.00 1-20-04(2) 66,033 167,342
<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) Options become exercisable in full on December 1, 1996.
(4) Calculated based upon a 10-year option term, compounded appreciation at 5%
and 10% rates.
</TABLE>
11
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
NUMBER OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
NUMBER OF OPTIONS/SARS OPTIONS/SARS
SECURITIES AT FY-END(#) AT FY-END($)
UNDERLYING VALUE -------------- --------------
OPTIONS/SARS REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISED ($) UNEXERCISABLE UNEXERCISABLE
-------------------- ------------- --------- -------------- --------------
<S> <C> <C> <C> <C>
James S. Marlen -0- -0- 3,750/11,250 0/0(1)
0/15,000 0/0(2)
0/40,000 0/0(5)
Javier Solis -0- -0- 3,000/0 0/0(3)
500/1,500 0/0(4)
0/3,000 0/0(2)
0/8,842 0/0(5)
Gary Wagner -0- -0- 1,875/625 0/0(6)
125/375 0/0(4)
0/3,000 0/0(2)
0/8,842 0/0(5)
Gordon G. Robertson -0- -0- 500/1,500 0/0(4)
0/2,000 0/0(2)
George J. Fischer -0- -0- 1,500/0 0/0(3)
0/2,500 0/0(2)
<FN>
(1) Zero value based upon exercise price of $32.75 and fiscal year-end 1994
market price of $32.50.
(2) Zero value based upon exercise price of $42.00 and fiscal year-end 1994
market price of $32.50.
(3) Zero value based upon exercise price of $43.75 and fiscal year-end 1994
market price of $32.50.
(4) Zero value based upon exercise price of $32.50 and fiscal year-end 1994
market price of $32.50.
(5) Zero value based upon exercise price of $37.00 and fiscal year-end 1994
market price of $32.50.
(6) Zero value based upon exercise price of $37.375 and fiscal year-end 1994
market price of $32.50.
</TABLE>
12
<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 34,230 45,641 57,051 68,461
150,000 41,541 55,387 69,234 83,081
175,000 48,852 65,136 81,420 97,704
200,000 56,166 74,889 93,612 112,334
225,000 63,480 84,638 105,798 126,958
300,000 85,416 113,887 142,359 170,831
400,000 114,660 152,880 191,100 229,320
450,000 129,291 172,387 215,484 258,581
500,000 143,919 191,892 239,865 287,838
<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, 1995, 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)
AT AGE
PRESENT 65
------- -------
<S> <C> <C>
James S. Marlen 3-4/12(2) 22-4/12(2)
Javier Solis 13-4/12 30
Gary Wagner 9-10/12 30
Gordon G. Robertson 29-9/12 30
George J. Fischer 29-8/12 30
<FN>
(1) The maximum credit is 30 years.
(2) Refer to Employment Agreement section on Page 11, 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 credited years of
service noted for Mr. Marlen include 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).
</TABLE>
13
<PAGE>
THE FOLLOWING REPORT OF THE COMPENSATION & STOCK OPTION COMMITTEE AND THE STOCK
PRICE PERFORMANCE GRAPH 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 Plan ("MICP") (which comprises its annual
bonus plan for management employees), its Key Executive Long-Term Cash Incentive
Plan ("LTIP") and its 1992 Incentive Stock Compensation Plan. On an annual basis
the Committee reviews base salary ranges for the Company's various levels of
management, approves annual salaries of officers, approves MICP and LTIP awards,
administers the 1992 Incentive Stock Compensation Plan 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 diversified manufacturing companies with similar sales and industries in
the U.S., and that bonus compensation be in the form of MICP and LTIP 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 1994 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 MICP is based on the following measures: corporate performance, business
unit performance and personal performance. The corporate performance measure is
based on earnings per share and return on sales. The Committee believes that
these factors are 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 extraneous factors, 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 LTIP was approved by the Board of Directors in April 1994. The purpose of
this plan is to reward selected senior executives with above average total pay
for achieving and sustaining above average long-term financial goals.
Participants in the LTIP are eligible to receive cash incentive awards and
grants of stock options based on the financial performance of the Company and,
in some cases, a combination of the financial performance of the Company and its
business units, after the end of each three-year
14
<PAGE>
performance cycle. The determination of cash payouts, if any, under the LTIP for
the 1994-1996 performance cycle will not be made until after the end of the 1996
fiscal year. For that performance cycle the Company's financial performance will
be measured based on cumulative earnings per share, and business unit
performance will be measured based on return on assets, with a return on equity
threshold. Option grants pursuant to the LTIP are made under the 1992 Incentive
Stock Compensation Plan.
The current annual base salary of $435,000 for Mr. Marlen was set in June 1994.
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 diversified manufacturing companies with similar sales revenues and
industries in the U.S. That base salary will be reviewed again by the Committee
in June 1995. A bonus award of $325,000 was approved for payment to Mr. Marlen
under the MICP with respect to fiscal 1994 based on the Company's success in
meeting various financial goals established by the Committee, including earnings
per share and return on sales, as well as an assessment by the Committee of Mr.
Marlen's individual performance, including his outstanding leadership with
respect to the continued restructuring of the Company and reorganization of its
management and businesses. Such bonus award is in line with the average of bonus
awards paid to chief executive officers of general diversified manufacturing
companies with similar sales and industries in the U.S. as reported by various
compensation consulting firms of national reputation. During the 1994 fiscal
year the Company awarded Mr. Marlen two non-qualified stock option grants under
the 1992 Incentive Stock Compensation Plan totalling 55,000 shares. In addition
the Company paid Mr. Marlen a housing subsidy of $45,000 as provided under the
terms of his employment agreement entered into when he joined the Company in
June 1993.
R. J. PEARSON, CHAIRMAN
V. K. ATKINS
W. I. MCKAY
STOCK PRICE PERFORMANCE GRAPH
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
12/1/89 and ended 11/30/94. The comparison assumes $100 invested in stock on
12/1/89. Total return assumes reinvestment of dividends. The Company's stock
price performance over the years indicated below does not necessarily track the
operating performance of the Company nor is it necessarily indicative of future
stock price performance.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
AMERON, INC. N.Y.S.E. PEER GROUP INDEX
<S> <C> <C> <C>
Dec 89 100 100 100
Nov 90 94.8 96.4 79
Nov 91 87.2 115.7 92.5
Nov 92 89.8 132.8 125.4
Nov 93 102.2 149 150.6
Nov 94 93.8 151.5 145.8
</TABLE>
15
<PAGE>
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 Building
Co., 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., La-Man Corp., Manville Corp., Martin Marietta Material, Miller
Building Systems Inc., National Gypsum Co., NCI Building Systems Inc., Omega
Environmental Inc., Owens Corning Fiberglass, Raytech Corp., Reclaim Inc.,
Republic Gypsum Co., Seller Pollution Control, Shaw Group Inc., 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, Desoto, Inc., Grow Group Inc., Guardsman Products Inc., Insilco Corp.,
Lilly Industries, PPG Industries, Pratt & Lambert Inc., RPM Inc.,
Sherwin-Williams Co. and Valspar Corp.
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 Steel"), a Japanese
corporation. Tokyo Steel 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 1994, the Company had sales to Tamco in
transactions totalling $115,982 and purchases from Tamco in transactions
totalling $14,614. 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 1996 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 25, 1995.
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
16
<PAGE>
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 24, 1995
Pasadena, California
17
<PAGE>
"EXHIBIT A"
AMERON, INC.
1994 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
SECTION 1. PURPOSE OF PLAN
The purpose of this 1994 Nonemployee Director Stock Option Plan (the "Plan")
of Ameron Inc., a Delaware corporation (the "Company"), is to enhance the
Company's ability to attract and retain well qualified nonemployee directors and
to encourage the acquisition, by such directors, of common stock of the Company.
SECTION 2. PERSONS ELIGIBLE UNDER PLAN
Any director of the Company who is not an Employee (a "Nonemployee
Director") of the Company or one of its subsidiaries shall automatically receive
Nonemployee Director Options (as hereinafter defined) pursuant to Section 3
hereof.
SECTION 3. GRANT OF NONEMPLOYEE DIRECTOR OPTIONS
(a) Each year, on the first business day following the date of the annual
meeting of stockholders of the Company, or any adjournment thereof, at which
directors of the Company are elected, each Nonemployee Director shall
automatically be granted an option (a "Nonemployee Director Option") to purchase
1,000 shares of Common Stock, par value $2.50 per share, of the Company ("Common
Shares").
(b) If, on any date upon which Nonemployee Director Options are to be
automatically granted pursuant to this Section 3 (a "Date of Grant"), the number
of Common Shares remaining available for option under this Plan is insufficient
for the grant to each Nonemployee Director of a Nonemployee Director Option to
purchase the entire number of Common Shares specified in this Section 3, then a
Nonemployee Director Option to purchase a proportionate amount of such available
number of Common Shares (rounded to the nearest whole share) shall be granted to
each Nonemployee Director on such date.
(c) Subject to Section 3(i) hereof, each Nonemployee Director Option granted
under this Plan may not be exercised until the first anniversary of the Date of
Grant of such Nonemployee Director Option and thereafter may be exercised to
purchase up to
(i) 25% of the Common Shares subject thereto from and after the first
anniversary of the Date of Grant of such Nonemployee Director Option;
(ii) 50% of such Common Shares from and after the second anniversary of
such Date of Grant;
(iii) 75% of such Common Shares from and after the third anniversary of
such Date of Grant; and
(iv) 100% of such Common Shares from and after the fourth anniversary of
such Date of Grant;
provided, however, that (1) if the optionee shall cease to be a Nonemployee
Director as a result of death or permanent disability, such Nonemployee Director
Option may be exercised to purchase 100% of the Common Shares then subject
hereto as of the date that such optionee ceases to be a Nonemployee Director,
and (2) if the optionee shall cease to be a Nonemployee Director as a result of
not standing for re-election because of the policies of the Board of Directors
("Board") relating to age ("Normal Retirement"), such Nonemployee Director
Option may be exercised to purchase 100% of the Common Shares, in each case
whether or not then exercisable as to such shares in accordance with the
preceding clauses (i) - (iv).
(d) Each Nonemployee Director Option granted under this Plan shall expire
upon the first to occur of the following:
(i) One year after the date upon which the optionee shall cease to be a
Nonemployee Director as a result of death or permanent disability;
A-1
<PAGE>
(ii) Ninety days after the date upon which the optionee shall cease to
be a Nonemployee Director for any reason other than death, permanent
disability, or Normal Retirement; or
(iii) The tenth anniversary of the Date of Grant of such Nonemployee
Director Option.
(e) Notwithstanding anything to the contrary in this Plan, if the optionee
shall die at any time after the date on which he or she ceases to be a
Nonemployee Director and prior to the date on which the Nonemployee Director
Option expires pursuant to Section 3(d), that portion of the Nonemployee
Director Option which is then exercisable shall expire on the earlier of the
tenth anniversary of the Date of Grant of such Nonemployee Director Option or
the first anniversary of the date of such death.
(f) Each Nonemployee Director Option shall have an exercise price per share
equal to the Fair Market Value (as hereinafter defined) on the Date of Grant of
such option of the Common Shares.
(g) Payment of the exercise price of any Nonemployee Director Option granted
under this Plan and the optionee's tax withholding obligation, if any, with
respect to such Nonemployee Stock Option shall be made in full in cash
concurrently with the exercise of such Nonemployee Director Option; provided,
however, that the payment of such exercise price and/or tax withholding may
instead be made, in whole or in part, by any one or more of the following:
(i) the delivery of previously owned shares of capital stock of the
Company (including the delivery of shares purchased upon exercise of the
Nonemployee Director Option to be used, in a series of simultaneous
transactions, to pay the exercise price for additional shares) or other
property, provided that the Company is not then prohibited from purchasing
or acquiring shares of its capital stock or such other property;
(ii) a reduction in the amount of Common Shares or other property
otherwise issuable pursuant to such Nonemployee Director Option; or
(iii) the delivery, concurrently with such exercise and in accordance
with Section 220.3(e)(4) of Regulation T promulgated under the Exchange Act,
of a properly executed exercise notice for such Nonemployee Director Option
and irrevocable instructions to a broker promptly to deliver to the Company
a specified dollar amount of the proceeds of a sale of the Common Shares
issuable upon exercise of such Nonemployee Director Option.
(h) The "Fair Market Value" of a Common Share or other security on any date
(the "Determination Date") shall be equal to the closing price per Common Share
or unit of such other security on the business day immediately preceding the
Determination Date, as reported in The Wall Street Journal, Western Edition, or,
if no closing price was so reported for such immediately preceding business day,
the closing price for the next preceding business day for which a closing price
was so reported, or, if no closing price was so reported for any of the 30
business days immediately preceding the Determination Date, the average of the
high bid and low asked prices per Common Share or unit of such other security on
the business day immediately preceding the Determination Date in the
over-the-counter market, as reported by the National Association of Securities
Dealers, Inc. Automated Quotations System ("NASDAQ") or such other system then
in use, or, if the Common Shares or such other security were not quoted by any
such organization on such immediately preceding business day, the average of the
closing bid and asked prices on such day as furnished by a professional market
maker making a market in the Common Shares or such other security selected by
the Board.
(i) All outstanding Nonemployee Director Options shall become exercisable in
full on the day following the record date for the determination of stockholders
entitled to vote upon, and shall expire upon the consummation of, any of the
following events:
(i) the dissolution or liquidation of the Company;
(ii) a reorganization, merger or consolidation of the Company (other
than a reorganization, merger or consolidation the sole purpose of which is
to change the Company's domicile solely within the United States) as a
result of which the outstanding securities of the class then subject to
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<PAGE>
such outstanding Nonemployee Director Options are exchanged for or converted
into cash, property and/or securities not issued by the Company, unless the
terms of such reorganization, merger or consolidation shall provide that
such Nonemployee Director Options shall continue in effect thereafter and
shall be exercisable to acquire the number and type of securities or other
consideration to which the Nonemployee Directors would have been entitled
had they exercised such Nonemployee Director Options immediately prior to
such reorganization, merger or consolidation; or
(iii) the sale of all or substantially all of the property and assets of
the Company.
(j) Each Nonemployee Director Option shall be nontransferable by the
optionee other than by will or the laws of descent and distribution, and shall
be exercisable during the optionee's lifetime only by the optionee or the
optionee's guardian or legal representative.
(k) Nonemployee Director Options are not intended to qualify as incentive
stock options under Section 422 of the Internal Revenue Code.
SECTION 4. STOCK SUBJECT TO PLAN
(a) The aggregate number of Common Shares issued and issuable pursuant to
all Nonemployee Director Options granted under this Plan shall not exceed
120,000, subject to adjustment as provided in Section 7 hereof.
(b) For purposes of Section 4(a) hereof, the aggregate number of Common
Shares issued and issuable pursuant to all Nonemployee Director Options granted
under this Plan shall at any time be deemed to be equal to the sum of the
following:
(i) the number of Common Shares which were issued prior to such time
pursuant to Nonemployee Director Options granted under this Plan; plus
(ii) the maximum number of Common Shares issuable at or after such time
pursuant to Nonemployee Director Options granted under this Plan prior to
such time.
SECTION 5. DURATION OF PLAN
No Nonemployee Director Options shall be granted under this Plan after June
27, 2004. Although Common Shares may be issued after June 27, 2004 pursuant to
Nonemployee Director Options granted prior to such date, no Common Shares shall
be issued under this Plan after June 27, 2014.
SECTION 6. ADMINISTRATION OF PLAN
This Plan shall be administered by the Board, which shall have and may
exercise all the powers and authority granted to it under the Plan.
SECTION 7. ADJUSTMENTS
If the outstanding securities of the class then subject to this Plan are
increased, decreased or exchanged for or converted into cash, property or a
different number or kind of securities, or if cash, property or securities are
distributed in respect of such outstanding securities, in either case as a
result of a reorganization, merger, consolidation, recapitalization,
restructuring, reclassification, dividend (other than a regular, quarterly cash
dividend) or other distribution, stock split, reverse stock split or the like,
or if substantially all of the property and assets of the Company are sold,
then, unless the terms of such transaction shall provide otherwise, the Board
shall make appropriate and proportionate adjustments in (a) the number and type
of shares or other securities or cash or other property that may be acquired
pursuant to Nonemployee Director Options theretofore granted under this Plan,
and (b) the maximum number and type of shares or other securities that may be
issued pursuant to Nonemployee Director Options thereafter granted under this
Plan.
SECTION 8. AMENDMENT AND TERMINATION OF PLAN
(a) Subject to Section 8(b) hereof, the Board may alter, amend, suspend or
terminate the Plan, provided that no such action shall, without the consent of
such optionee, deprive an optionee of any
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<PAGE>
outstanding Nonemployee Director Options or any of the rights of such optionee
thereunder or with respect thereto; and provided further that no such action,
unless and until it is approved by the stockholders of the Company, shall
(i) increase the maximum number of Common Shares that may be acquired
upon the exercise of Nonemployee Director Options granted under the Plan;
(ii) reduce the exercise price of Nonemployee Director Options granted
under the Plan;
(iii) alter the class of persons eligible for the grant of Nonemployee
Director Options under the Plan;
(iv) extend the duration of the Plan; or
(v) materially increase the benefits accruing to the optionees of
Nonemployee Director Options granted under the Plan.
(b) Section 3 hereof shall not be amended more than once every six months,
other than to comport with changes in the Internal Revenue Code, the Employee
Retirement Income Security Act, or the rules thereunder.
SECTION 9. EFFECTIVE DATE OF PLAN
This Plan shall be effective as of June 27, 1994, the date upon which it was
approved by the Board; provided, however, that no Common Shares may be issued
under this Plan until it has been approved, directly or indirectly, by the
affirmative votes of the holders of a majority of the securities of the Company
present, or represented, and entitled to vote at a meeting duly held in
accordance with the laws of the State of Delaware.
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<PAGE>
[LOGO] AMERON, INC.
245 SOUTH LOS ROBLES AVENUE, PASADENA, CALIFORNIA 91101
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 full 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 27,
1995, 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.
<PAGE>
/X/ Please mark your votes as in this example.
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, 2 and 3.
The Board of Directors recommends a vote FOR proposals 1, 2 and 3.
1. Election of Directors (see reverse)
FOR / / WITHHELD / /
For, except vote withheld from the following nominees(s):
Nominees:
A. Frederick Gerstell, J. Michael Hagan, Lawrence R. Tollenaere,
F.H. Fentener van Vlissingen
2. Ratify the appointment of Arthur Andersen LLP, independent public accountants
to audit the financial statements of Ameron for fiscal year 1995.
FOR / / AGAINST / / ABSTAIN / /
3. Proposal to Approve the Ameron, Inc. 1994 Nonemployee Director Stock Option
Plan.
FOR / / AGAINST / / ABSTAIN / /
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Please sign exactly as name appears hereon. Joint owners should each sign. When
signing as attorney, administrator, trustee or guardian, please give full title
as such.
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SIGNATURE(S) DATE
