AMERON INTERNATIONAL CORP
8-K, 1998-09-03
CONCRETE, GYPSUM & PLASTER PRODUCTS
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                SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C. 20549

                       ___________________

                             Form 8-K


                          CURRENT REPORT


                Pursuant to Section 13 or 15(d) of
               the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):   8-3-98



                 AMERON INTERNATIONAL CORPORATION                 
      (Exact name of registrant as specified in its charter)



         Delaware               1-9102          77-0100596       
(State or other jurisdiction  (Commission      (I.R.S. Employer
of Incorporation)             File Number)     Identification
No.)


245 South Los Robles Ave., Pasadena, California     91101    
(Address of principal executive offices)          (Zip Code)


Registrant's telephone number, including area code:
                 (626) 683-4000  



Item 5   Other Events.

     The attached announcement was released to the news media on
August 3, 1998.
     
          





















                            SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.



                              AMERON INTERNATIONAL CORPORATION



Date: August 31, 1998         By: /s/ Javier Solis
                                  -------------------------
                                  Javier Solis
                                  Senior Vice President and
                                  Secretary                       
                                            
                                                      Aug. 3, 1998

Contacts:
James S. Marlen, Chairman, President & Chief Executive Officer
Gary Wagner, Senior Vice President, Chief Financial Officer
Telephone: 626-683-4000

PASADENA, Calif.- Ameron International Corporation (NYSE:AMN) today lowered its
expectations for fiscal 1998 performance. Results had previously been forecasted
to exceed 1997's record performance of $4.73 per share. Although full-year 1998
earnings per share are now expected to be as much as 15% lower than in 1997,
these results would still be the second-highest in Ameron's history.

"As we ve previously reported, Ameron had a very difficult first half," said
James S. Marlen, Ameron chairman, president and chief executive officer. "While
our second-half sales and profitability are on pace to exceed the first six
months, we have concluded that they are unlikely to offset the first-half
shortfall."

Marlen also announced that the company is completing a comprehensive
cost-reduction program to improve its operating profitability and long-term
competitive position. Selected manufacturing facilities and distribution centers
will be consolidated through 1999. The program will also include a substantial
reduction of managerial and administrative positions worldwide. The
implementation costs of these actions, net of anticipated savings, are not
expected to have a material impact on Ameron's 1998 earnings.

An unusual convergence of events are negatively affecting Ameron in 1998.
Unprecedented bad weather delayed concrete and steel pipe shipments in the
western United States and reduced protective coatings sales in the West and Gulf
States. A six-week strike at Ameron's largest steel pipe plant also delayed
sales. The steep drop in worldwide oil prices is now affecting fiberglass pipe
and coatings operations. The ongoing economic crisis in Asia is also delaying an
anticipated recovery in Ameron's Hawaiian construction products business and
hampering the performance of coatings operations in Australia and New Zealand
acquired by Ameron in April 1998 from Croda International Plc.

Ameron's domestic protective coatings business is now recovering from
weather-related delays, but the business is expected to have lower sales and
earnings than in 1997 due to falling oil prices and continuing competitive
pressures. "We are streamlining operations to improve productivity in our U.S.
operations. Additionally, we are accelerating plans that we had at the time of
the acquisitions in England, Australia and New Zealand to improve operating
efficiencies in all three acquired operations," Marlen said.


The long-term outlook for Ameron's domestic concrete and steel pipe business is
favorable because of a record order backlog totaling $151 million, compared to
$84 million for the similar period in 1997 and $71 million at the beginning of
1998. "The business continues to experience delays," Marlen said, "but its
market position is very solid."

Except for declining demand for oilfield products, Ameron's fiberglass pipe
sales remain strong and are forecasted to meet original expectations.

Ready-mix concrete and quarry operations in Hawaii had a relatively good first
half because of cost-reduction actions in 1997 and favorable timing of
first-half projects. Although second-half performance continues to decline, the
business is expected to remain profitable as further cost reductions are
implemented.

"Now our focus is to reduce costs and improve operating efficiencies and
profitability," Marlen said. "Long term, we will continue pursuing our growth
strategy through technology development and acquisitions.  We have complete
confidence in the underlying strength of our business, and we will continue
taking aggressive actions whenever necessary to ensure profitability and
shareholder value."

Cautionary statement for purposes of the "Safe Harbor" provisions of "The
Private Securities Reform Act of 1995": Any statements in this report that refer
to Ameron's estimated or anticipated future results are forward-looking and
reflect the company's current analysis of existing trends and information.
Actual results may differ from current expectations based on a number of factors
affecting Ameron's businesses, including competitive conditions and changing
market situations. Matters affecting the economy generally, including the state
of economics worldwide, can affect Ameron's results. Forward-looking statements
represent the company's judgment only as of the date of this report. Since
actual results could differ materially, the reader is cautioned not to rely on
these forward-looking statements. Moreover, Ameron disclaims any intent or
obligation to update these forward-looking statements.   

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<PERIOD-TYPE>                   6-MOS                   6-MOS
<FISCAL-YEAR-END>                          NOV-30-1998             NOV-30-1997
<PERIOD-END>                               MAY-31-1998             MAY-31-1997
<CASH>                                           6,078                  13,901
<SECURITIES>                                         0                       0
<RECEIVABLES>                                  129,258                 106,743
<ALLOWANCES>                                         0                       0
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<CURRENT-ASSETS>                               274,353                 243,506
<PP&E>                                         161,288                 125,853
<DEPRECIATION>                                       0                       0
<TOTAL-ASSETS>                                 498,013                 432,967
<CURRENT-LIABILITIES>                          101,907                  90,490
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                                0                       0
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<INTEREST-EXPENSE>                               6,058                   5,709
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<INCOME-TAX>                                     1,911                   3,342
<INCOME-CONTINUING>                              3,550                   6,208
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