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): 6-23-99
AMERON INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-9102 7-0100596
(State or other jurisdiction (Commission (IRS 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 4. Changes in Registrant's Certifying Accountant
(a) Previous independent accountants
(i) Effective June 23, 1999, the Registrant replaced Arthur Andersen LLP
("AA") as its independent accountants.
(ii) The reports of AA on the Registrant's financial statements for fiscal
years 1998 and 1997 did not contain an adverse opinion or a
disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles.
(iii)The decision to replace AA was recommended by the Registrant's
Audit Committee and approved by its Board of Directors.
(iv) During fiscal years 1998 and 1997 and the subsequent interim periods,
there were no disagreements (as such term is defined in instruction 4
to Item 304 of Securities and Exchange Commission Regulation S-K) with
AA on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of AA would
have caused it to make reference to the subject matter of the
disagreement(s) in connection with its report.
(v) During fiscal years 1998 and 1997 there were no reportable events (as
defined in Item 304(a)(1)(v) of Securities and Exchange Commission
Regulation S-K).
(vi) Attached hereto is a copy of a letter from AA to the Securities and
Exchange Commission indicating that it agrees with the statements
made in this report.
(b) New independent accountants.
(i) Effective June 23, 1999, the Board of Directors of Registrant has
engaged Deloitte & Touche LLP as the principal accountants to audit
the Registrant's financial statements for the fiscal year ending
November 30, 1999. No other event requiring disclosure under Item
304(a)(2) of Securities and Exchange Commission Regulation S-K has
occurred.
Item 7. Exhibits
Exhibit No. Description
16 Letter from Arthur Andersen LLP to Securities and Exchange Commission
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 hereunto duly authorized.
Registrant:
Ameron International Corporation
June 28, 1999 By: ________________________________
Gary Wagner
Its: Senior Vice President & Chief Financial
Officer
ARTHUR ANDERSEN
June 28, 1999
Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Dear Sir/Madam:
We have read the 6 paragraphs of Paragraph A, Item 4 included in the Form 8-K
dated June 23,1999 of Ameron International Corporation, to be filed with the
Securities and Exchange Commission and are in agreement with the statements
contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
cc: Mr. Gary Wagner, Senior Vice President & Chief Financial Officer
Ameron International Corporation
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<FISCAL-YEAR-END> NOV-30-1999 NOV-30-1998
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