<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
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 Section240.14a-11(c) or
Section240.14a-12
AMERON INTERNATIONAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
JOAN HAGUE
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[LOGO]
AMERON INTERNATIONAL CORPORATION
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 International Corporation, a
Delaware corporation (the "Company") will be held at The Pasadena Hilton Hotel,
150 South Los Robles Ave., Pasadena, California, on Wednesday, March 26, 1997 at
10:00 a.m. for the following purposes:
1. To elect four 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 1997.
3. To transact such other business as may properly come before the meeting
or any adjournments thereof.
The Board of Directors has fixed February 11, 1997 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, 1997
<PAGE>
AMERON INTERNATIONAL CORPORATION
CORPORATE OFFICES: 245 SOUTH LOS ROBLES AVE., PASADENA, CALIFORNIA 91101
FEBRUARY 24, 1997
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of proxies
for use at the Annual Meeting of Stockholders of Ameron International
Corporation (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, 1997. 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 five nominees for director named
below and FOR the ratification of the appointment of Arthur Andersen LLP as
public accountants of the Company. 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 11, 1997. On such date, there were issued,
outstanding and entitled to vote at the Annual Meeting, 4,001,037 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 five 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 1997.
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. Five directors are to be
elected at the 1997 Annual Meeting. John F. King and Richard J. Pearson were
elected to their present term of office at the Company's 1994 Annual Meeting of
Stockholders. A. Frederick Gerstell was elected to his present term of office at
the Company's 1995 Annual Meeting of Stockholders. Terry L. Haines was elected
to the Company's Board of Directors effective February 1, 1997 and joined A.
Frederick Gerstell, John F. King and Richard J. Pearson as a Class II Director.
Class II directors will serve until the Annual Meeting of Stockholders in the
year 2000 or until their respective successors have been elected and qualified.
David L. Sliney was elected to the Company's Board of Directors effective
February 1, 1997 and joined Stephen W. Foss and James S. Marlen as a Class I
director. Class I directors will hold office until the 1999 Annual Meeting of
Stockholders or until their respective successors have been elected and
qualified. 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 or, the
Board at its option may reduce the number of directors to constitute the entire
Board.
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. Unless you indicate
otherwise on the proxy card, if you vote "FOR" all nominees, the proxies will
allocate your votes equally among the nominees listed above; if you withhold
authority to vote for any nominee or nominees, the proxies will allocate your
votes equally among the nominees listed above except those for whom you withhold
authority to vote.
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.
1997 NOMINEES FOR DIRECTOR
A. FREDERICK GERSTELL. Chairman of the Board and Chief Executive Officer of
CalMat Co. since 1991. From 1988 to 1991 he also served as President. Age 59. He
has been a director of the Company since 1995.
TERRY L. HAINES. President & Chief Executive Officer of A. Schulman, Inc.
Director of First Merit Corp. and First National Bank of Ohio. Age 50. He has
been a director of the Company since February 1, 1997.
JOHN F. KING. President & Chief Executive Officer of Weingart Center Association
since 1996. Director and consultant for various entities since 1991. Formerly
Chairman of the Board and Chief Executive Officer, World Trade Bank. Director of
Glendale Federal Bank. Age 63. He has been a director of the Company since 1986.
RICHARD J. PEARSON. Chairman of Chacie's Foods. Retired President and Chief
Operating Officer, Avery Dennison. Director of Ducommun, Inc., M&R Printing
Equipment, Seidler Capital, Magnet, Inc. and Atol Holdings. Age 71. He has been
a director of the Company since 1981.
DAVID L. SLINEY. President of Lamco Ventures, L.L.C. since January 1, 1997.
Formerly, Vice President, Marketing of Monsanto. Director of Age Wave Health
Services, Inc. and Health Decisions International, L.L.C. Age 60. He has been a
director of the Company since February 1, 1997.
2
<PAGE>
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.
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 57. He has been a director of the Company since 1994.
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. Formerly Vice
President, Latin America, Caribbean, Europe & Africa for Goodyear Tire & Rubber
Company. Director of A. Schulman, Inc. Age 65. He has been a director of the
Company since 1995.
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., of which company he was formerly Chief Executive Officer,
SHV Energy N.V., SHV Makro N.V., all in St. Maarten, Netherlands Antilles. Also
Director of Diamond Tools Group B.V., 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 63. He has been a director of the Company since
1972.
CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 1999 ANNUAL MEETING
STEPHEN W. FOSS, Chairman, President, and Chief Executive Officer, Foss
Manufacturing Company, Inc. Chairman of the New Hampshire Power Authority.
Director of Tyco International, Ltd. Age 54. He has been a director of the
Company since 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 55. He has been a director of the Company since 1993.
THE BOARD AND ITS COMMITTEES
The Board has standing committees, with duties and with 1996 membership and
number of meetings for each as shown below.
<TABLE>
<S> <C>
AUDIT COMMITTEE Two meetings held during 1996
MEMBERS:
John F. King, Chairman
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.
</TABLE>
3
<PAGE>
<TABLE>
<S> <C>
COMPENSATION & STOCK OPTION COMMITTEE Seven meetings held during 1996
MEMBERS:
A. Frederick Gerstell, Chairman
Stephen W. Foss
Alan L. Ockene
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 1996
MEMBERS:
James S. Marlen, Chairman
Stephen W. Foss
A. Frederick Gerstell
Alan L. Ockene
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 One meeting held during 1996
MEMBERS:
J. Michael Hagan, Chairman
Stephen W. Foss
John F. King
James S. Marlen
F. H. Fentener van Vlissingen
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 Five Meetings held during 1996
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 5 times in 1996 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.
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 $1,680 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 1996. Pursuant to the 1994 Nonemployee
Director Stock Option Plan approved by stockholders at the 1994 Annual Meeting,
each year on the day following the date of the annual meeting of stockholders,
nonemployee directors are granted an option to purchase 1,000 shares of the
Company's Common Stock. These options are exercisable in annual increments of
250 shares each, beginning on the first anniversary date of the grant and have
an exercise price equal to the fair market value of the shares on the date of
the grant.
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, 1997. 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 1997 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, 1997 will be permitted to stand unless the Board finds other good
reason for making a change.
5
<PAGE>
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 BENEFICIALLY
BENEFICIAL OWNER OWNED/AS OF PERCENT
- ------------------------------------------ ---------------------------- ---------
<S> <C> <C>
Taro Iketani 306,396/Dec. 20, 1996 7.66
Funakawara 18, Ichigaya
Shinjuku-ku
Tokyo, Japan
Neuberger & Berman, L.L.C. 241,200/Dec. 31, 1996 6.03
605 Third Avenue
New York, New York
F. H. Fentener van Vlissingen 224,536(1)/Dec. 1, 1996 5.61
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.
6
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
As of February 1, 1997, 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 HELD RIGHTS TO ACQUIRE
BENEFICIALLY IN TRUST UNDER BENEFICIAL
NAME OWNED(1) 401(K) PLAN OWNERSHIP(2) PERCENT
- ---------------------------------------------- --------------- ------------------- ----------------- -----------
<S> <C> <C> <C> <C>
DIRECTORS AND NOMINEES:
Stephen W. Foss 865 0 250 *
A. Frederick Gerstell 500 0 750 *
J. Michael Hagan 800 0 750 *
Terry L. Haines 0 0 0 *
John F. King 300 0 750 *
Alan L. Ockene 600 0 250 *
Richard J. Pearson 600(3) 0 750 *
David L. Sliney 0 0 0 *
F. H. Fentener van Vlissingen 224,536(4) 0 750 5.61
NAMED EXECUTIVE OFFICERS:
James S. Marlen(7) 33,000 328 68,825 *
George J. Fischer 0 575 2,750 *
Raymond E. Foscante 0 632 10,750 *
Javier Solis 37 819 13,092 *
Gary Wagner 105(5) 629 11,592 *
DIRECTORS AND OFFICERS AS A GROUP (INCLUDING
THOSE ABOVE) 261,343 3,266 111,259 6.61(6)
</TABLE>
- ------------------------
(1) Direct ownership except as otherwise noted.
(2) Represents shares subject to options which could be exercised by April 1,
1997 by the named individuals or the Group pursuant to the 1992 Incentive
Stock Compensation Plan and the 1994 Nonemployee 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 111,259 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
9.14%.
(7) Mr. Marlen is also a Director.
* 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 (the "SEC") 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,
1996, its officers and directors complied with all Section 16(a) filing
requirements with one exception. Section 16(a) of the Exchange Act requires that
Form 4, Statement of Changes in Beneficial Ownership, be filed by the 10th day
following the month in which a transaction occurs. Alan Ockene purchased shares
of the Company on October 28, 1996. Mr. Ockene's Form 4 was filed with the
Securities and Exchange Commission on November 14, instead of November 10, 1996,
the due date.
7
<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, 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
--------------------------------------
ANNUAL COMPENSATION AWARDS
--------------------------------------------- -----------------------
NAME OTHER NUMBER OF
AND ANNUAL RESTRICTED SECURITIES PAYOUTS ALL OTHER
PRINCIPAL COMPEN- STOCK UNDERLYING ------------ COMPEN-
POSITION YEAR SALARY($)(1) BONUS($)(1) SATION($) AWARDS($) OPTIONS(#) LTIP PAYOUTS SATION($)
- ------------------------- ---- ----------- ----------- ----------- ---------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James S. Marlen, 1996 490,601 386,000 79,290(2) -0- 93,500(3) 1,100,157(4) 8,974(5)
Chairman, President, & 1995 451,151 355,000 114,767 -0- 6,325 -0- 7,114
Chief Executive Officer 1994 416,154 325,000 96,397 -0- 55,000 -0- 9,672
George J. Fischer 1996 134,938 58,000 -0- -0- 1,500 -0- 2,091(5)
Senior Vice President, 1995 129,096 52,000 -0- -0- 1,000 -0- 3,295
Human Resources 1994 116,827 45,000 -0- -0- 2,500 -0- 4,376
Raymond E. Foscante 1996 145,000 50,000 -0- -0- -0- -0- 1,816(5)
Senior Vice President, 1995(6) -- -- -- -- -- --
Technology & 1994(6) -- -- -- -- -- --
Business Development
Javier Solis, 1996 172,585 80,000 -0- -0- -0- 185,852(4) 1,438(5)
Senior Vice President of 1995 164,916 75,000 -0- -0- -0- -0- 3,097
Administration, 1994 158,538 60,000 -0- -0- 11,842 -0- 4,398
Secretary
and General Counsel
Gary Wagner, 1996 158,992 80,000 -0- -0- -0- 173,034(4) 1,478(5)
Senior Vice President & 1995 142,288 75,000 -0- -0- -0- -0- 3,968
Chief
Financial Officer, 1994 124,808 60,000 -0- -0- 11,842 -0- 3,565
Treasurer
</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) $60,000 of this amount represents a housing subsidy in accordance with Mr.
Marlen's 1993 Employment Agreement. This subsidy will terminate in February
1997.
(3) Refer to Employment Agreement section on Page 9.
(4) See Report of the Compensation & Stock Option Committee on Page 12 for a
description of the Key Executive Long-Term Cash Incentive Plan ("LTIP").
Awards for the 1994-1996 performance cycle represent the first ever awards
under the LTIP and, by design, include a once-only, three-times deferred
award multiplier for the cycle comprising years 1994, 1995 and 1996. Future
awards, if any, under the LTIP will not include that three-times award
multiplier.
(5) Amounts in this column represent: (a) Contributions by the Company to the
401(K) Savings Plan for: James S. Marlen, $1,619; George J. Fischer,
$1,185; Raymond E. Foscante, $1,288; Javier Solis, $1,246; and Gary Wagner,
$1,478; and (b) Above-market interest calculated (but not paid or payable)
on deferred compensation: James S. Marlen, $7,355; George J. Fischer, $906.
Raymond E. Foscante, $528; and Javier Solis, $192.
(6) Mr. Foscante was not an executive officer of the Company during 1994 and
1995.
8
<PAGE>
EMPLOYMENT AGREEMENT
In June 1996, the Company entered into a new employment agreement with Mr.
Marlen for his continued employment as Chairman, President and Chief Executive
Officer for a term of three years from June 1996 through June 1999. Under the
terms of that agreement Mr. Marlen's salary was increased to its current rate of
$515,000 per year 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"), its Key Executive Long-Term
Cash Incentive Plan ("LTIP"), and other executive compensation and benefit
plans. The agreement also provided for the grant of 100,000 shares of the
Company's Common Stock in the form of a stock option with a five-year vesting
schedule and an exercise price of $39.50 per share, that being the New York
Stock Exchange closing market price as of June 24, 1996, the date that the grant
was approved by the Board of Directors. During fiscal year 1996, the Company
awarded Mr. Marlen 93,500 of those shares, with the balance of 6,500 shares
under that award remaining to be granted during fiscal year 1997. In the event
that Mr. Marlen is terminated without cause, or in the event of nonrenewal of
his employment agreement, he would be entitled to a severance benefit equal to
his then current base salary plus the highest bonus received during the contract
period (but not less than 60% of his annual base salary determined as of the
date of termination) times a factor of 3.5. In the event of his death or
long-term disability while employed, or termination for reasons other than
cause, all stock awards will become fully vested and he will become entitled to
vested pension benefits plus three years of additional service credit. In the
event that he is terminated without cause, Mr. Marlen will also be entitled to
continued health and medical benefits coverage at the same cost he would be
paying at the time of termination.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
VALUE AT ASSUMED
ANNUAL
INDIVIDUAL GRANTS RATES OF STOCK
---------------------------------------------------------------------------------- PRICE
NUMBER OF PERCENT OF APPRECIATION FOR
SECURITIES TOTAL OPTIONS OPTION
UNDERLYING GRANTED EXERCISE OR TERM(1)
OPTIONS TO EMPLOYEES BASE PRICE EXPIRATION -------------------
NAME GRANTED (#) IN FISCAL YEAR ($/SH(2)) DATE 5%($) 10%($)
-------------------- ----------- ---------------------------------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
James S. Marlen 93,500 93.5 39.50 6-24-06(3) 2,322,665 5,886,089
George J. Fischer 1,500 1.5 37.50 1-30-06(3) 35,375 89,648
</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 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.
9
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF IN-THE-MONEY
SECURITIES NUMBER OF UNEXERCISED OPTIONS OPTIONS AT
UNDERLYING VALUE AT FY-END(#) FY-END($)
OPTIONS REALIZED ------------------------------ ------------------------------
NAME EXERCISED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------- ------------- --------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
James S. Marlen -0- -0- 11,250 3,750 $174,375 58,125(1)
7,500 7,500 46,875 46,875(2)
0 40,000 0 450,000(3)
0 6,325 0 105,153(4)
0 93,500 0 818,125(5)
George J. Fischer -0- -0- 1,250 1,250 7,813 7,813(2)
250 750 4,156 12,469(4)
Raymond E. Foscante -0- -0- 1,000 0 13,500 0(7)
500 500 3,125 3,125(2)
0 10,000 0 112,500(3)
0 5,050 0 83,956(4)
Javier Solis -0- -0- 1,500 500 23,625 7,875(6)
1,500 1,500 9,375 9,375(2)
0 8,842 0 99,473(3)
Gary Wagner -0- -0- 375 125 5,906 1,969(6)
1,500 1,500 9,375 9,375(2)
0 8,842 0 99,473(3)
</TABLE>
- ------------------------
(1) Value based upon exercise price of $32.75 and fiscal year-end 1996 market
price of $48.25.
(2) Value based upon exercise price of $42.00 and fiscal year-end 1996 market
price of $48.25.
(3) Value based upon exercise price of $37.00 and fiscal year-end 1996 market
price of $48.25.
(4) Value based upon exercise price of $31.625 and fiscal year-end 1996 market
price of $48.25.
(5) Value based upon exercise price of $39.50 and fiscal year-end 1996 market
price of $48.25.
(6) Value based upon exercise price of $32.50 and fiscal year-end 1996 market
price of $48.25.
(7) Value based upon exercise price of $34.75 and fiscal year-end 1996 market
price of $48.25.
LONG-TERM INCENTIVE PLAN AWARDS
See Report of the Compensation & Stock Option Committee on Page 12 for a
description of the Key Executive Long-Term Cash Incentive Plan ("LTIP"). The
following table shows, for the named executive officers, the calculated future
payouts, if any, under the LTIP for the three-year performance cycle which began
in 1996. Threshold amounts are the minimum amounts payable under the LTIP
provided that the minimum level of performance is achieved with respect to the
pre-established performance objective, measured in terms of its cumulative
earnings per share for that three-year cycle. If such performance is not
achieved, amounts would be zero.
LONG TERM INCENTIVE PLAN--AWARDS IN LAST FISCAL YEAR (1)
<TABLE>
<CAPTION>
PERFORMANCE ESTIMATED FUTURE PAYOUTS UNDER
OR OTHER NON-STOCK PRICE-BASED PLANS
NUMBER OF SHARES, PERIOD UNTIL -------------------------------------
UNITS OR OTHER MATURATION OR THRESHOLD TARGET MAXIMUM
NAME RIGHTS PAYOUT ($) ($) ($)
- ----------------------------------- ----------------- ------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
James S, Marlen -- 3 Years $ 64,375 $ 257,500 $ 515,000
Javier Solis -- 3 Years 10,875 43,500 87,000
Gary Wagner -- 3 Years 10,125 40,500 81,000
</TABLE>
- ------------------------
(1) Amounts shown in this table were calculated using the salaries for the
listed participants in the LTIP as of December 1, 1996. Actual payouts, if
any, would be based on actual salaries at November 30, 1998, the end of the
performance cycle.
10
<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(1) 15 20 25 30
- ----------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C>
125,000 33,915 45,220 56,525 67,830
150,000 41,235 54,980 68,725 82,470
200,000 55,860 74,480 93,100 111,720
250,000 70,485 93,980 117,475 140,970
300,000 85,111 113,480 141,850 170,220
400,000 114,360 152,480 190,600 229,720
500,000 143,610 191,480 239,350 287,220
600,000 172,860 230,480 288,100 345,720
700,000 202,110 269,480 336,850 404,220
800,000 231,360 308,480 385,600 462,720
900,000 260,610 347,480 434,350 521,220
1,000,000 289,980 386,640 483,300 579,960
</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, 1997, 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 7-4/12(2) 22-4/12(2)
George J. Fischer 30 30
Raymond E. Foscante 21-9/12 30
Javier Solis 15-4/12 30
Gary Wagner 11-10/12 30
</TABLE>
- ------------------------
(1) The maximum credit is 30 years.
(2) Refer to Employment Agreement section on Page 9 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).
11
<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 similarly situated officers of other
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 1996 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 cash
awards under the LTIP for the 1994-1996 performance cycle which appear in
12
<PAGE>
the Summary Compensation Table were earned based on the Company's successully
having exceeded its financial plan, measured in terms of its cumulative earnings
per share for that three-year cycle. Awards for the 1994-1996 performance cycle
represent the first ever awards under the LTIP and, by plan design, include a
once-only, three-times deferred award multiplier for that first cycle only.
Future awards, if any, under the LTIP will not include that three-times award
multiplier. The determination of cash payouts, if any, under the LTIP for the
1995-1997 and the 1996-1998 performance cycles will not be made until after the
end of the 1997 and 1998 fiscal years, respectively. For those performance
cycles, the Company's financial performance will continue to be measured based
on cumulative earnings per share, with return on assets and return on equity
thresholds.
The current annual base salary of $515,000 for Mr. Marlen was set in June 1996,
at the time of the renegotiation of Mr. Marlen's employment agreement with the
Company. That base salary was established based on 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 1997. A bonus
award of $386,000 was approved for payment to Mr. Marlen under the MICP with
respect to fiscal 1996 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 a very favorable assessment by the Committee of Mr.
Marlen's individual performance and leadership. Such MICP 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. As noted in the Summary Compensation Table, Mr. Marlen earned an
award of $1,100,157 under the LTIP for the fiscal 1994-1996 performance cycle.
As noted above, that award includes a once-only, three-times deferred award
multiplier for that first cycle only. At the time of the renegotiation of Mr.
Marlen's employment agreement in June 1996, the Company agreed to award Mr.
Marlen non-qualified stock option grants of 100,000 shares under the 1992
Incentive Stock Compensation Plan at an option price of $39.50 per share, that
being the New York Stock Exchange closing price as of June 24, 1996, the day
that the Board of Directors approved the terms of Mr. Marlen's new employment
agreement. During fiscal year 1996, the Company awarded Mr. Marlen 93,500 of
those shares, with the balance of 6,500 shares under that award remaining to be
granted during fiscal year 1997.
A. F. GERSTELL, CHAIRMAN
S. W. FOSS
A. L. OCKENE
R. J. PEARSON
13
<PAGE>
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, 1991 and ended November 30,1996. The comparison assumes $100
invested in stock on December 1,1991. 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 91 NOV 92 NOV 93 NOV 94 NOV 95 NOV 96
<S> <C> <C> <C> <C> <C> <C>
Ameron $100.00 $134.15 $163.25 $156.57 $204.05 $244.32
N.Y.S.E. $100.00 $114.78 $128.80 $130.84 $167.51 $208.35
Peer Group Index $100.00 $130.42 $164.35 $153.87 $201.52 $225.47
Value of Investments ($)
</TABLE>
The Peer Group Composite is based 70% on a Building Materials Companies
Component and 30% on a Protective Coatings Companies Component. This percentage
split was arrived at based on the historical sales volumes during the past five
years of the Company's Protective Coatings Business Segment in comparison to the
remainder of the Company's other business segments which are generically in the
building materials category.
The Building Materials Companies Component is comprised of the following
companies: Advanced Environmental, American Building Co., American Woodmark
Corp., Ameron International Corp., Armstrong World Industries, Bairnco
Corp.,Bird Corp., Butler Manufacturing, CalMat Co., Ceradyne Inc., Chemfab
Corporation, Consolidated Stainless, Conversion Technologies, Dal Tile Internat,
Inc., Dravo Corp., Elcor Corp., 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., Martin Marietta Material, Miller Building Systems Inc., NCI
Building Systems Inc., Omega Environmental Inc., Owens Corning Fiberglass,
Raytech Corp., Republic Group Co., Schuller Corp., Seiler Pollution Control,
Shaw Group Inc., Southwall Technologies, Triangle Pacific Corp., United Dominion
Industries, USG Corp. and Vulcan Materials Co. The Protective Coatings Companies
Component is comprised of the following companies: Corimon CA SACA, Dexter
Corp., Ferro Corp., 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
14
<PAGE>
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 1996, the Company purchased
materials from Furon Company in transactions totaling $258,892
Mr. A. Frederick Gerstell, a Director of the Company, is Chairman of the Board
and Chief Executive Officer of CalMat Co. During 1996, the Company purchased
materials from CalMat Co. in transactions totaling $453,450.
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 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 23, 1997.
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 24, 1997
Pasadena, California
15
<PAGE>
[LOGO] AMERON INTERNATIONAL CORPORATION
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 International Corporation Common Stock which
the undersigned may be entitled to vote at the Annual Meeting of Stockholders
to be held March 26, 1997, 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 and 2.
The Board of Directors recommends a vote FOR items
1 and 2.
1. Election of Directors
FOR / / WITHHELD / /
For, except vote withheld from the following nominee(s):
- --------------------------------------------------------
Nominees:
A. Frederick Gerstell, Terry L. Haines, John F. King,
Richard J. Pearson, David L. Sliney
2. Ratify the appointment of Arthur Andersen LLP,
independent public accountants
FOR / / AGAINST / / ABSTAIN / /
