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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
FORM 10-K/A
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended November 30, 1995 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 1-9102
AMERON, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0100596
(State of incorporation) (I.R.S. Employer Identification No.)
245 South Los Robles Avenue
Pasadena, CA 91101
(Address and Zip Code of principal executive offices)
Registrant's telephone number, including area code: (818) 683-4000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each exchange
Title of each class on which registered
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Common Stock $2.50 par value New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. x
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The Registrant estimates that as of February 9, 1996 the aggregate market
value of the shares of its Common Stock, $2.50 par value, held by non-affiliates
of the Registrant (that is, shares beneficially owned by other than executive
officers and directors) was in excess of $141 million.
On February 9, 1996 there were 3,956,497 shares of Common Stock, $2.50 par
value outstanding. This is the only class of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
1. PORTIONS OF AMERON'S 1995 ANNUAL REPORT TO STOCKHOLDERS (PARTS I, II AND IV).
2. PORTIONS OF AMERON'S PROXY STATEMENT FOR THE 1996 ANNUAL MEETING OF
STOCKHOLDERS (PART III).
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Amendment No. 1
Form 10-K/A
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report for the fiscal year
ended November 30, 1995 as set forth in the pages attached hereto:
Item 6 - Selected Financial Data
Exhibit 23 - Consent of Independent Public Accountants
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMERON, INC.
By /s/ Javier Solis
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Javier Solis, Senior Vice President & Secretary
March 7, 1996
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ANNUAL REPORT
Exhibit 13 is the Corporation's 1995 Annual Report to Stockholders.
This 10-K Report should be read only in conjunction with that Annual Report.
In the event you do not already have a copy of the Annual Report, one may be
obtained by contacting the Corporate Secretary, Post Office Box 7007, Pasadena,
California 91109-7007. The telephone number is (818) 683-4000.
EXHIBIT 13
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SELECTED CONSOLIDATED FINANCIAL INFORMATION
<TABLE>
<CAPTION>
YEAR ENDED NOVEMBER 30
(DOLLARS IN THOUSANDS
EXCEPT PER SHARE DATA) 1995 1994 1993 1992 1991
- ------------------------------------ ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
PER COMMON SHARE DATA
Net income (loss) $ 3.15 $ 2.75(1) $ (6.28)(2) $ 1.53 $ 2.01(3)
Net income excluding restructuring
and related charges and unusual
items 3.15 2.29 1.87 1.53 1.91
Dividends 1.28 1.28 1.28 1.28 1.28
Average shares(4) 3,954,544 3,924,456 3,861,872 3,827,540 3,805,781
Stock price - high 37 7/8 43 1/8 38 3/4 36 1/2 47 1/8
Stock price - low 29 31 7/8 31 29 31 3/4
Price/earnings ratio (range) 12-9 16-12 NA 24-19 23-16
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OPERATING RESULTS
Sales $ 481,405 $ 417,682 $ 453,357 $ 446,477 $ 465,136
Gross profit 116,731 103,975 119,869 118,528 118,399
Interest expense 11,715 11,191 12,689 10,990 14,105
Provision (benefit) for income taxes 4,940 6,971 (9,732) 1,649 5,052
Equity in earnings (losses) of
affiliated companies, net of taxes 3,594 1,359 1,821 2,011 (976)
Net income (loss) 12,452 10,790(1) (24,255)(2) 5,859 7,635(3)
Net income/sales 2.6% 2.6% -5.4% 1.3% 1.6%
Return on equity 9.6% 9.0% -18.6% 4.1% 5.4%
- ------------------------------------ ------------- ------------- ------------- ------------- -------------
FINANCIAL CONDITION AT YEAR END
Working capital $ 114,458 $ 103,904 $ 85,990 $ 103,904 $ 104,428
Property, plant and equipment, net 114,116 112,953 113,199 128,130 122,201
Investments, advances and equity in
affiliated companies 36,197 37,315 39,984 47,882 45,901
Total assets 371,381 350,856 337,842 379,480 384,472
Long-term debt, less current portion 91,565 92,847 89,590 105,874 99,304
- ------------------------------------ ------------- ------------- ------------- ------------- -------------
PROPERTY, PLANT AND EQUIPMENT
Expenditures $ 16,154 $ 14,934 $ 14,697 $ 21,027 $ 26,527
Depreciation 16,065 15,855 16,444 15,649 16,704
</TABLE>
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(1) INCLUDES $1.8 MILLION GAIN, NET OF INCOME TAXES, OR $.46 PER SHARE, ON
THE SALE OF A COLOMBIAN SUBSIDIARY.
(2) INCLUDES $31.5 MILLION, NET OF INCOME TAXES, IN FOURTH QUARTER CHARGES,
OR $8.15 PER SHARE, FOR RESTRUCTURING AND OTHER RELATED ITEMS.
(3) INCLUDES $360,000, NET OF INCOME TAXES, OR $.10 PER SHARE, RELATED TO
THE SALE OF THE COMPANY'S CORPORATE HEADQUARTERS FACILITY, REDUCED BY
RESTRUCTURING CHARGES AND ASSET WRITE-DOWNS.
(4) INCLUDES COMMON STOCK EQUIVALENTS IN PERIODS IN WHICH THEY HAVE A DILUTIVE
EFFECT.
34
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
reports included and incorporated by reference in this Form 10-K, into the
Company's previously filed Registration Statements (File No. 33-3400, 33-57308
and 33-59697).
ARTHUR ANDERSEN LLP
Los Angeles, California
March 7, 1996
EXHIBIT 23
