<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14() 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
240.14a-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(i)(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 for 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 25, 1996 at 10:00 a.m. for the following
purposes:
1. To elect two directors to hold office for a term of three years, and one
director to hold office for a term of two 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 1996.
3. To approve an amendment of the Certificate of Incorporation to change
the Company's corporate name to Ameron International Corporation.
4. If properly presented, to consider and act upon the stockholders'
proposals set forth on pages 6 through 9, which proposals are opposed by
the Board of Directors.
5. To transact such other business as may properly come before the meeting
or any adjournments thereof.
The Board of Directors has fixed February 9, 1996 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 20, 1996
<PAGE>
AMERON, INC.
CORPORATE OFFICES: 245 SOUTH LOS ROBLES AVE., PASADENA, CALIFORNIA 91101
FEBRUARY 20, 1996
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 20,
1996. 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 the 3 nominees for directors named
below; FOR the ratification of the appointment of Arthur Andersen LLP as
independent public accountants of the Company; FOR the approval of the amendment
of the Certificate of Incorporation to change the Company name to Ameron
International Corporation; and AGAINST the two stockholder proposals described
below. 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, 1996. On such date, there were issued, outstanding
and entitled to vote at the Annual Meeting, 3,956,497 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 three 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 1996 and for the
approval of the stockholder proposals described below. The affirmative vote of
the holders of a majority of the outstanding shares of the Company's Common
Stock is necessary for the adoption of the proposed amendment to the Company's
Certificate of Incorporation.
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.
<PAGE>
ELECTION OF DIRECTORS
(PROXY ITEM 1)
As of the date of this Proxy Statement, the Bylaws of the Company provide for a
Board of Directors composed of ten (10) directors. However, as a consequence of
the retirements of Directors Albrecht and Atkins effective as of the date of the
Annual Meeting (refer to "The Board and Its Committees" below), the Board of
Directors has taken action to amend the Bylaws effective immediately prior to
the commencement of the Annual Meeting of Stockholders to provide for a Board of
Directors composed of eight (8) directors, divided into three classes. Three
directors are to be elected at the 1996 Annual Meeting. James S. Marlen was
elected to his present term of office at the Company's 1994 Annual Meeting of
Stockholders. Stephen W. Foss was elected to the Company's Board of Directors
effective April 24, 1995. Both Messrs. Marlen and Foss are Class I directors and
will hold office until the 1999 Annual Meeting of Stockholders or until their
respective successors have been elected and qualified. Alan L. Ockene was
elected to the Company's Board of Directors effective December 28, 1995 and
joined J. Michael Hagan 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. The persons appointed as proxy holders in the enclosed form of Proxy
will, unless authority is withheld, vote FOR the election of the three 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 determines. Stockholders who wish to
cumulate their votes must so indicate on the form of Proxy.
The following information with respect to the principal occupation and other
affiliations of each nominee and in regard to past business experience has been
furnished to the Company by the respective nominees for director.
1996 NOMINEES FOR DIRECTOR
STEPHEN W. FOSS. President, Chairman and Chief Executive Officer, Foss
Manufacturing Company, Inc. Director of Tyco International, Ltd. Age 53. He has
been a director of the Company since April 24, 1995.
JAMES S. MARLEN. Chairman of the Board of the Company since January 1995,
President and Chief Executive Officer since June 1993. Formerly Vice President,
GenCorp. Inc. and President, GenCorp Polymer Products since 1988. Director of A.
Schulman, Inc. Age 54. He has been a director of the Company since 1993.
ALAN L. OCKENE. Retired President and Chief Executive Officer, General Tire,
Inc. and a member of the Executive Board of Directors of Continental AG of
Hanover, Germany, General Tire's parent company, since 1991. Vice President,
Latin America & Caribbean for Goodyear Tire & Rubber Company 1985 - 1991.
Director of A. Schulman, Inc. Age 64. He has been a director of the Company
since December 28, 1995.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THESE NOMINEES AND
THE ENCLOSED PROXY CARD WILL BE SO VOTED UNLESS THE STOCKHOLDER SPECIFIES
OTHERWISE.
2
<PAGE>
CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 1997 ANNUAL MEETING
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 58. He has been a director of the Company since 1995.
JOHN F. KING. Consultant. Formerly Chairman of the Board and Chief Executive
Officer, World Trade Bank. Director of Glendale Federal Bank. Age 62. He has
been a director of the Company since 1986.
RICHARD J. PEARSON. Retired President and Chief Operating Officer, Avery
Dennison. Director of Ducommun, Inc., M&R Printing Equipment, Seidler Capital,
Fox River Associates and Atol Holdings. Age 70. He has been a director of the
Company since 1981.
CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 1998 ANNUAL MEETING
J. MICHAEL HAGAN. Chairman of the Board and Chief Executive Officer of Furon
Company since 1991. From 1990 to 1991 he served as President and Chief Operating
Officer. Age 56. He has been a director of the Company since 1994.
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., 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, and Unilever PLC in the U.K. Age 62. He has been a director of the
Company since 1972.
THE BOARD AND ITS COMMITTEES
The Board has standing committees, with duties and with 1995 membership and
number of meetings for each as shown below.
<TABLE>
<S> <C>
AUDIT COMMITTEE Two meetings held during 1995
MEMBERS:
John F. King, Chairman
Donald H. Albrecht*
J. Michael Hagan
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 the 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.
* Mr. Albrecht, who has served as a director since 1982, will retire from the Board
and the Committees on which he served effective as of the date of the 1996 Annual
Meeting of Stockholders.
</TABLE>
3
<PAGE>
<TABLE>
<S> <C>
COMPENSATION & STOCK OPTION COMMITTEE Two meetings held during 1995
MEMBERS:
A. Frederick Gerstell, Chairman
Victor K. Atkins**
Richard J. Pearson
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 1995
MEMBERS:
James S. Marlen, Chairman
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 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 One meeting held during 1995
MEMBERS:
Victor K. Atkins, Chairman**
Donald H. Albrecht*
J. Michael Hagan
John F. King
James S. Marlen
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 1995
MEMBERS:
Richard J. Pearson, Chairman
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 1995 and all directors, except
F. H. Fentener 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.
** Mr. Atkins, who has served as a director since 1965, will retire from the
Board and the Committees on which he served effective as of the date of the
1996 Annual Meeting of Stockholders.
*** Mr. Tollenaere retired from the Board and the Committee on which he served
on January 20, 1996.
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. 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 1995. Pursuant to the 1994 Nonemployee
Director Stock Option Plan approved by stockholders at the 1994 Annual Meeting,
nonemployee directors are granted an option to purchase 1,000 shares,
exercisable at the fair market value on the date of grant, following the date of
the Annual Meeting of Stockholders each year.
The Board of Directors has a policy establishing the mandatory retirement date
of each member of the Board as of the date of the Annual Meeting of Stockholders
of the Company next following his or her 72nd birthday.
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, 1996. 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 1996 AND THE ENCLOSED PROXY CARD WILL BE SO VOTED UNLESS THE
STOCKHOLDER SPECIFIES 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, 1996 will be permitted to stand unless the Board finds other good
reason for making a change.
PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION
(PROXY ITEM 3)
The Board of Directors has unanimously adopted a resolution declaring the
advisability of amending Article First of the Company's Certificate of
Incorporation to change the Company's corporate name to Ameron International
Corporation.
5
<PAGE>
This enhancement of the Company's corporate name is believed by the Board of
Directors to be desirable and in the best interests of the Company in order to
better reflect its expanded, global focus and to underscore its commitment to
worldwide growth; yet to retain the historical name of Ameron.
The name change will not affect the validity or transferability of stock
certificates presently outstanding or the listing of any of its securities on
the New York Stock Exchange. The Company's stockholders will not be required to
surrender for exchange any stock certificates presently held by them.
If the proposed amendment to the Company's Certificate of Incorporation is
approved by the stockholders at the Annual Meeting, such amendment will become
effective when a Certificate of Amendment of the Company's Certificate of
Incorporation is filed of record with the Secretary of State of the State of
Delaware.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE PROPOSAL TO AMEND
THE COMPANY'S CERTIFICATE OF INCORPORATION AS DESCRIBED ABOVE AND THE ENCLOSED
PROXY CARD WILL BE SO VOTED UNLESS THE STOCKHOLDER SPECIFIES OTHERWISE.
STOCKHOLDERS' PROPOSALS
(PROXY ITEMS 4A & 4B)
The following two stockholder proposals have been submitted for a vote of the
stockholders at the Annual Meeting. The proposals and proponents' statements in
support thereof are set forth on the following pages along with the Company's
reasons for recommending a vote AGAINST each proposal. To be adopted, each
proposal must be approved by the affirmative vote of the majority of shares
present in person or represented by proxy at the Annual Meeting.
ITEM 4A ON PROXY CARD
Management has been advised that Kenneth Steiner, Great Neck, New York, holder
of a market value of at least $1,000 in Ameron stock, intends to submit the
following proposal at the meeting:
"RESOLVED, that the shareholders recommend that the board of directors take
the necessary steps to ensure that from here forward all non-employee
directors should receive a minimum of fifty percent of their total
compensation in the form of company stock which cannot be sold for three
years."
BOARD OF DIRECTORS' STATEMENT ON ITEM 4A
Members of the Board own, in the aggregate, 255,486 shares of the Company's
Common Stock, or 6.46% of the total outstanding. Their interests are already
aligned with those of all shareholders.
The Board believes that the current market price of the Company's stock does not
fully reflect the underlying value of the Company's business and assets. It
therefore believes that shareholder interests are best served by minimizing
further dilution. While director compensation in the form of stock is desirable
and appropriate in some circumstances, no rigid rule prescribing the proportion
of stock and cash can accurately reflect changing conditions.
To further encourage share ownership by the Company's directors, a portion of
the total compensation to nonemployee directors consists of options to purchase
Common Stock of the Company. Pursuant to the 1994 Nonemployee Director Stock
Option Plan approved by stockholders at the 1994 Annual Meeting, nonemployee
directors are granted an option to purchase 1,000 shares, exercisable at the
fair market value on the date of grant, following the date of the Annual Meeting
of Stockholders each year.
6
<PAGE>
In addition, the Board of Directors has adopted a voluntary plan, the
Nonemployee Director Stock Purchase Plan, whereby nonemployee directors may
voluntarily elect to apply cash compensation earned as directors to the purchase
of Company Common Stock. Purchases are made for the account of electing
directors on the open market from time to time.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL AND THE ENCLOSED
PROXY CARD WILL BE SO VOTED UNLESS THE STOCKHOLDER SPECIFIES OTHERWISE.
STATEMENT OF PROPOSING STOCKHOLDER ON ITEM 4A
"A significant equity ownership by outside directors is probably the best
motivator for facilitating identification with shareholders.
Traditionally, outside directors, usually selected by management, were
routinely compensated with a fixed fee, regardless of corporate performance.
In today's competitive global economy, outside directors must exercise a
critical oversight of management's performance in furthering corporate
profitability. All too often, outside directors' oversight has been marked
by complacency, cronyism, and inertia. Corporate America has too many
examples of management squandering company assets on an extended series of
strategic errors. Meanwhile, Boards of Directors stood by and passively
allowed the ineptitude to continue, well after disaster struck. They fiddled
while Rome was burning.
When compensation is in company stock, there is a greater likelihood that
outside directors will be more vigilant in protecting their own, as well as
corporate, and shareholder interests. What is being recommended in this
proposal is neither novel nor untried. A number of corporations have already
established versions of such practices, namely, Scott Paper, The Travelers,
and Hartford Steam Boiler.
Robert B. Stobough, Professor of Business Administration at the Harvard
Business School, did a series of studies comparing highly successful to
poorly performing companies. He found that outside directors in the better
performing companies had significantly larger holdings of company stock than
outside directors in the mediocre performing companies.
It can be argued that awarding stock options to outside directors
accomplishes the same purpose of insuring director's allegiance to a
company's profitability, as paying them exclusively in stock. However, it is
our contention that stock options are rewarding on the upside, but offer no
penalties on the downside, where shareholders bare the full downside risks.
There are a few strategies that are more likely to cement outside directors
with shareholder interests and company profitability than one which results
in their sharing the same bottom line."
ITEM 4B ON PROXY CARD
Management has been advised that William Steiner, Great Neck, New York, holder
of a market value of at least $1,000 in Ameron stock, intends to submit the
following proposal at the meeting:
"RESOLVED, that the stockholders of the Company request that the Board of
Directors take the necessary steps, in accordance with state law, to
declassify the Board of Directors so that all directors are elected
annually, such declassification to be effected in a manner that does not
affect the unexpired terms of directors previously elected."
7
<PAGE>
THE BOARD OF DIRECTORS' STATEMENT ON ITEM 4B
The Company's Certificate of Incorporation, requiring a classified board of
directors and three-year terms, was approved by a majority of the shareholders
when the Company reincorporated in Delaware in 1986. Under the Company's charter
and Delaware law, a charter amendment to provide for annual election of all
directors would require an 80% vote of the outstanding shares.
The Company's directors are beneficial owners of a total of 255,486 shares, or
6.46% of the total outstanding. Only one director is an officer or employee of
the Company. Their interests in maximizing share values are the same as all
shareholders. A classified Board of Directors facilitates continuity of
leadership and policy, since only one-third of the directors are elected each
year and all directors serve three-year terms. Since the Company's business
depends to a significant degree on customer confidence in management and the
Company's ability to deliver sustained performance over the life of long-term
contracts, such continuity is especially important to the Company's competitive
position. The overwhelming majority of independent directors on the Ameron Board
assures management accountability.
Classified Boards are found in many of America's most outstanding companies.
Fully one-half of the ten companies rated by Fortune Magazine (1) as America's
most admired companies have such provisions.
A classified Board of Directors, an overwhelming majority of which are
non-management directors, has a further benefit. Such a Board can bargain
effectively in the shareholders' interest in the event of a takeover proposal.
Absent the protection of a classified Board, any would-be acquiror can seriously
undermine the Board's leverage in negotiations by threatening a proxy contest to
replace the directors.
A vote in favor of this shareholder proposal is only an advisory recommendation
to the Board of Directors that it take steps to initiate an amendment to the
Company's Certificate of Incorporation.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL AND THE ENCLOSED
PROXY CARD WILL BE SO VOTED UNLESS THE STOCKHOLDER SPECIFIES OTHERWISE.
STATEMENT OF PROPOSING STOCKHOLDER ON ITEM 4B
"The election of directors is the primary avenue for stockholders to
influence corporate governance policies and to hold management accountable
for its implementation of those policies. I believe that the classification
of the Board of Directors, which results in only a portion of the Board
being elected annually, is not in the best interest of the Company and its
stockholders.
The Board of Directors of the Company is divided into three classes serving
staggered three-year terms. I believe that the Company's classified Board of
Directors maintains the incumbency of the current Board and therefore of
current management, which in turn limits management's accountability to
stockholders.
The elimination of the Company's classified Board would require each new
director to stand for election annually and allow stockholders an
opportunity to register their views on the performance of the Board
collectively and each director individually. I believe this is one of the
best methods available to stockholders to insure that the Company will be
managed in a manner that is in the best interests of the stockholders.
I am a founding member of the Investors Rights Association of America and I
believe that concerns expressed by companies with classified boards that the
annual election of all directors could leave
(1) March 6, 1995
8
<PAGE>
companies without experienced directors in the event that all incumbents are
voted out by stockholders, are unfounded. In my view, in the unlikely event
that stockholders vote to replace all directors, this decision would express
stockholder dissatisfaction with the incumbent directors and reflect the
need for change. I urge your support, vote for this resolution."
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, 1995 7.74
Funakawara 18, Ichigaya
Shinjuku-ku
Tokyo, Japan
F. H. Fentener van 220,036(1)/Feb. 6, 1996 5.56
Vlissingen
Prinsengracht 963
1017 KL Amsterdam,
The Netherlands
</TABLE>
(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.
9
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
As of February 1, 1996, 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:
Stephen W. Foss 450 0 0
A. Frederick Gerstell 500 0 250 *
J. Michael Hagan 400 0 250 *
John F. King 300 0 250 *
Alan L. Ockene 200 0 0
Richard J. Pearson 600(3) 0 250 *
F. H. Fentener van
Vlissingen 220,036(4) 0 250 5.56
NAMED EXECUTIVE OFFICERS:
James S. Marlen 33,000 126 15,000 *
Javier Solis 37 809 3,000 *
Gary Wagner 105(5) 587 1,875 *
Gordon G. Robertson 278 591 2,750 *
George J. Fischer 0 551 1,500 *
DIRECTORS AND OFFICERS AS A
GROUP (INCLUDING THOSE
ABOVE) 255,906 2,956 26,375 6.54 (6)
</TABLE>
(1) Direct ownership except as otherwise noted.
(2) Represents shares subject to options which could be exercised by April 1,
1996 by the named individuals or the group pursuant to the 1992 Incentive
Stock Compensation Plan and the 1994 Non-employee Director Stock Option
Plan.
(3) Shares held in Pearson Family Trust, a living trust.
(4) See Note (1) under "Security Ownership of Certain Beneficial Owners."
(5) 100 of these shares are owned jointly with his wife.
(6) If the 26,375 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 7.16%.
* Percentage owned of less than 1% of total outstanding shares not shown.
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 &
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, 1995, its
officers and directors complied with all Section 16(a) filing requirements.
10
<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, 1995.
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 STOCK OPTIONS/ LTIP COMPEN-
POSITION YEAR SALARY($)(1) BONUS($)(1) ($) AWARDS($) SARS(#) PAYOUTS($) SATION($)
- ------------------------- ---- ----------- ----------- ----------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James S. Marlen, 1995 451,151 355,000 114,767(2) 0 6,325 0 7,114(4)
Chairman, President 1994 416,154 325,000 96,397 0 65,000 0 9,672
& Chief Executive 1993 187,154 150,758 104,435 491,250(3) 15,000 0 600,000(5)
Officer
Javier Solis, Senior 1995 164,916 75,000 0 0 0 0 3,097(4)
Vice President of 1994 158,538 60,000 0 0 11,842 0 4,398
Administration, 1993 142,755 35,245 0 0 2,000 0 4,146
Secretary and General
Counsel
Gary Wagner, Senior 1995 142,288 75,000 0 0 0 0 3,968(4)
Vice President & 1994 124,808 60,000 0 0 11,842 0 3,565
Chief Financial 1993 95,000 30,000 0 0 500 0 2,975
Officer, Treasurer
Gordon G. Robertson, 1995 129,096 52,000 0 0 1,000 0 3,506(4)
Senior Vice 1994 123,269 45,000 0 0 2,000 0 2,732
President, 1993 111,083 25,391 0 0 2,000 0 3,373
Technology
George J. Fischer, 1995 129,096 52,000 0 0 1,000 0 3,295(4)
Senior Vice 1994 116,827 45,000 0 0 2,500 0 4,376
President, 1993 98,200 30,000 0 0 0 0 3,656
Human Resources
</TABLE>
(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 the fiscal years
indicated.
(2) $65,000 of this amount represents a housing subsidy, (refer to Employment
Agreement Section below) and $32,247 represents club memberships.
(3) This amount represents the value of 15,000 shares of restricted stock
granted to Mr. Marlen on June 14, 1993 calculated at the then closing price
of Ameron's Common Stock on the New York Stock Exchange at $32.75. These
shares vest at a rate of 3,750 shares per year commencing on the first
anniversary of the grant. Accordingly, Mr. Marlen held 7,500 shares of
restricted stock valued at $272,812 on November 30, 1995. Dividends are paid
on these shares of restricted stock.
(4) Amounts in this column represent: (a) Contributions by the Company to the
401(k) Savings Plan for: James S. Marlen, $4,620; Javier Solis, $3,097; Gary
Wagner, $3,968; Gordon G. Robertson, $3,230; and George J. Fischer, $3,128;
(b) Above-market interest calculated (but not paid or payable) on deferred
compensation: James S. Marlen, $2,494; Gordon G. Robertson, $276; and George
J. Fischer, $167.
(5) Refer to Employment Agreement section below.
11
<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. 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 is
entitled to a housing subsidy of $5,000 per month until February 1997 to offset
the increased costs of Southern California housing. Mr. Marlen is entitled to
pension benefits that he left behind at his previous employment. In addition he
is entitled to separate pension benefits under the Company's pension plans with
vesting to coincide with commencement of his employment with the Company in June
1993. In the event that Mr. Marlen is terminated without cause, or in the event
of nonrenewal of his employment agreement, Mr. Marlen would be entitled to a
severance benefit equal to his then current base salary plus the highest bonus
received during the contract period times a factor of three. In the event of his
death or long-term disability while employed, or termination for reasons other
than cause, including change of control, all stock awards will become fully
vested and he will become entitled to vested pension benefits plus three years
of additional service credit. In the event that he is terminated without cause
Mr. Marlen will also be entitled to continue health and medical benefits
coverage at the same cost he is paying at the time of termination.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
VALUE AT
ASSUMED ANNUAL
RATES
OF STOCK PRICE
APPRECIATION FOR
OPTION TERM (1)
-------------------
(A) (B) (C) (D) (E) (F) (G)
PERCENT OF
OPTIONS/ TOTAL OPTIONS/ SARS
SARS GRANTED TO EXERCISE
GRANTED TO EMPLOYEES OR BASE PRICE EXPIRATION
NAME (#) IN FISCAL YEAR ($/SH)(2) DATE 5%($) 10%($)
-------------------- ----------- ---------------------------------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
James S. Marlen 6,325 2.2 31.625 2-1-05(3) 125,796 318,793
Gordon G. Robertson 1,000 0.3 31.625 2-1-05(4) 19,889 50,402
George J. Fischer 1,000 0.3 31.625 2-1-05(4) 19,889 50,402
</TABLE>
(1) Calculated based upon a 10-year option term, compounded appreciation at 5%
and 10% rates.
(2) Market value of shares on the date of grant.
(3) Options become exercisable in full on December 1, 1996.
(4) 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.
12
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
VALUE 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- 7,500/7,500 $27,188/27,188(1)
3,750/11,250 0/0(2)
0/40,000 0/0(3)
0/6,325 0/30,044(4)
Javier Solis -0- -0- 1,000/1,000 3,875/3,875(5)
750/2,250 0/0(2)
0/8,842 0/0(3)
Gary Wagner -0- -0- 2,500/0 0/0(6)
250/250 969/969(5)
750/2,250 0/0(2)
0/8,842 0/0(3)
Gordon G. Robertson -0- -0- 1,000/1,000 3,875/3,875(5)
500/1,500 0/0(2)
0/1,000 0/4,750(4)
George J. Fischer -0- -0- 625/1,875 0/0(2)
0/1,000 0/4,750(4)
</TABLE>
(1) Value based upon exercise price of $32.75 and fiscal year-end 1995 market
price of $36.375.
(2) Zero value based upon exercise price of $42.00 and fiscal year-end 1995
market price of $36.375.
(3) Zero value based upon exercise price of $37.00 and fiscal year-end 1995
market price of $36.375.
(4) Value based upon exercise price of $31.625 and fiscal year-end 1995 market
price of $36.375.
(5) Value based upon exercise price of $32.50 and fiscal year-end 1995 market
price of $36.375.
(6) Zero value based upon exercise price of $37.375 and fiscal year-end 1995
market price of $36.375.
13
<PAGE>
PENSION PLANS
The following schedule shows the estimated annual benefit payable under the
combined Ameron Pension Plan (Salaried Section) 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 34,080 45,440 56,800 68,160
150,000 41,400 55,200 69,000 82,800
200,000 56,025 74,700 93,375 112,050
250,000 70,650 94,200 117,750 141,300
300,000 85,275 113,700 142,125 170,550
400,000 114,525 152,700 190,875 229,050
500,000 143,775 191,700 239,625 287,550
600,000 173,025 230,700 288,375 346,050
700,000 202,275 269,700 337,125 404,550
800,000 231,520 308,700 385,865 463,050
900,000 260,775 347,700 434,600 521,550
</TABLE>
(1) Calculated based upon highest consecutive 60 of last 120 months of earnings
prior to retirement
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, 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, 1996, 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 4-4/12(2) 22-4/12(2)
Javier Solis 14-4/12 30
Gary Wagner 10-10/12 30
Gordon G. Robertson 30-9/12 30
George J. Fischer 30-8/12 30
</TABLE>
(1) The maximum credit is 30 years.
(2) Refer to Employment Agreement section on Page 12, 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).
14
<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 1995 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 performance cycle. The
determination of cash payouts, if any, under the LTIP for the 1994-1996 and the
15
<PAGE>
1995-1997 performance cycles will not be made until after the end of the 1996
and 1997 fiscal years, respectively. For those performance cycles, the Company's
financial performance will be measured based on cumulative earnings per share,
return on assets and 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 $470,000 for Mr. Marlen was set in June 1995.
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 1996. A bonus award of $355,000 was approved for payment to Mr. Marlen
under the MICP with respect to fiscal 1995 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 1995 fiscal
year the Company awarded Mr. Marlen one non-qualified stock option grant under
the 1992 Incentive Stock Compensation Plan totalling 6,325 shares. In addition
the Company paid Mr. Marlen a housing subsidy of $65,000 under the terms of his
employment agreement entered into when he joined the Company in June 1993.
A. F. GERSTELL, CHAIRMAN
V. K. ATKINS
R. J. PEARSON
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
December 1, 1990 and ended November 30, 1995. The comparison assumes $100
invested in stock on December 1, 1990. 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>
DEC 90 NOV 91 NOV 92 NOV 93 NOV 94 NOV 95
<S> <C> <C> <C> <C> <C> <C>
Ameron, Inc. $100.00 $92.00 $94.70 $107.80 $98.90 $114.90
N.Y.S.E. $100.00 $120.10 $137.80 $154.60 $157.20 $201.10
Peer Group Index $100.00 $116.70 $156.70 $190.60 $182.80 $238.20
</TABLE>
16
<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,
Griffon Corp., Holopak Technologies Inc., Industrial Acoustics Inc., Industrial
Holdings Inc., Insituform Technologies, Internacional De Ceiamic, Knape & Vogt
Mfg. Co., La-Man Corp., Lafayette Industries Inc., 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 Group Co., Seller Pollution Control, Shaw
Group Inc., Southwall Technologies, 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., Guardsman Products Inc.,Insilco Corp., Lilly Industries, PPG
Industries, 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.
Mr. J. Michael Hagan, a Director of the Company, is Chairman of the Board and
Chief Executive Officer of Furon Company. During 1995, the Company purchased
materials from Furon Company in transactions totaling $86,550.
Mr. A. Frederick Gerstell, a Director of the Company, is Chairman of the Board,
President and Chief Executive Officer of CalMat Co. During 1995, the Company
purchased materials from CalMat Co. in transactions totaling $365,076.
The Company believes that the terms of the transactions described above 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
17
<PAGE>
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 1997 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, 1996.
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 20, 1996
Pasadena, California
18
<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 25, 1996, 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.
See Reverse
Side
<PAGE>
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 and AGAINST
items 4A and 4B.
The Board of Directors recommends a vote FOR items
1, 2 and 3.
1. Election of Directors
FOR / / WITHHELD / /
For, except vote withheld from the following nominee(s):
Nominees:
Stephen W. Foss, James S. Marlen and Alan L. Ockene
2. Ratify the appointment of Arthur Andersen LLP,
independent public accountants
FOR / / AGAINST / / ABSTAIN / /
3. Proposal to approve an amendment to the Company's
Certificate of Incorporation to change the Company'
corporate name to Ameron International Corporation
FOR / / AGAINST / / ABSTAIN / /
The Board of Directors recommends a vote AGAINST items
4A and 4B
4A. Stockholder proposal regarding non-employee
director compensation to be partially in the
form of company stock
FOR / / AGAINST / / ABSTAIN / /
4B. Stockholder proposal to eliminate classified board
FOR / / AGAINST / / ABSTAIN / /
