<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)
- --------------------------------------------------------------------------------
(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.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
-----------------------------------------------------------------------
<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 24,1999 at
10:00 a.m. for the following purposes:
1. To elect two directors to hold office for a term of three 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 1999.
3. To transact such other business as may properly come before the meeting
or any adjournments thereof.
The Board of Directors has fixed February 9, 1999 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.
If you are a stockholder of record and plan to attend the meeting, please check
your proxy card in the space provided. If your shares are not registered in your
name, please advise the stockholder of record (your broker, bank, etc.) that you
wish to attend. That firm will provide you with evidence of ownership which will
admit you to the meeting.
JAVIER SOLIS
SECRETARY
MARCH 5, 1999
<PAGE>
AMERON INTERNATIONAL CORPORATION
CORPORATE OFFICES: 245 SOUTH LOS ROBLES AVE., PASADENA, CALIFORNIA 91101
MARCH 5, 1999
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 March 5, 1999. 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.
Please 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 two nominees for directors 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 9, 1999. On such date, there were issued, outstanding
and entitled to vote at the Annual Meeting, 3,996,912 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 two 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 1999.
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 eight (8) directors; however, the Board of
Directors has taken action to reduce the size of the Board to seven (7)
directors effective the date of the Annual Meeting of Stockholders. Two
directors are to be elected at the 1999 Annual Meeting. Stephen W. Foss and
James S. Marlen were elected to their present terms of office as Class I
directors at the Company's 1996 Annual Meeting of Stockholders. Class I
directors will hold office until the Annual Meeting of Stockholders in the year
2002 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, which has been provided to the Company by the
Directors, shows for each of the nominees for director and for each director
whose term continues, principal occupation and business experience during the
past five years and other affiliations.
1999 NOMINEES FOR DIRECTOR
STEPHEN W. FOSS. Chairman, President and Chief Executive Officer, Foss
Manufacturing Company, Inc. Chairman of the New Hampshire Port Authority.
Director of Tyco International, Ltd. Age 56. 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, the consumer and
industrial product sectors of GenCorp, since 1988. Director of A. Schulman, Inc.
and Parsons Corporation. Mr. Marlen is also Director, Los Angeles Chamber of
Commerce, Los Angeles Sports Council, The Employers Group of California and a
member of the Board of Governors, Town Hall of Los Angeles. He is also a member
of the Board of Visitors at The Anderson Graduate School of Management at UCLA.
Mr. Marlen is a Distinguished Engineering Fellow of the University of Alabama.
In February 1998, he was inducted into the State of Alabama Engineering Hall of
Fame. Age 57. He has been a director of the Company since 1993.
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 ANNUAL MEETING
IN THE YEAR 2000
JOHN F. KING. President & Chief Executive Officer of Weingart Center Association
since 1996. Formerly Chairman of the Board and Chief Executive Officer, World
Trade Bank. Director of California Federal Bank. Age 65. He has been a director
of the Company since 1986.
RICHARD J. PEARSON. Chairman of California Creative Foods. Retired President and
Chief Operating Officer, Avery Dennison. Presently, Director of Ducommun, Inc.
and Atol Holdings. Age 73. He has been a director of the Company since 1981.
CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE ANNUAL MEETING
IN THE YEAR 2001
J. MICHAEL HAGAN. Chairman of the Board and Chief Executive Officer of Furon
Company. Age 59. He has been a director of the Company since 1994.
TERRY L. HAINES. President & Chief Executive Officer of A. Schulman, Inc.
Director of First Merit Corp. and First National Bank of Ohio. Age 52. He has
been a director of the Company since 1997.
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 67. He has been a director of the
Company since 1995.
THE BOARD AND ITS COMMITTEES
The Board has standing committees, with duties, current membership and number of
meetings for each as shown below. In addition to the membership shown, James S.
Marlen is an ex-officio member of all committees; however, he does not vote in
the actions of the Compensation & Stock Option Committee (nor the Board of
Directors) with respect to stock options or matters pertaining to his own
compensation.
<TABLE>
<S> <C>
AUDIT COMMITTEE Two meetings held during 1998
MEMBERS:
John F. King, Chairman
J. Michael Hagan
David L. Sliney
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 Three meetings held during 1998
MEMBERS:
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 1998
MEMBERS:
James S. Marlen, Chairman
Stephen W. Foss
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 No meetings held during 1998
MEMBERS:
J. Michael Hagan, Chairman
Stephen W. Foss
Terry L. Haines
John F. King
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 Eight Meetings held during 1998
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 communications
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 1998 and all directors 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 $21,000 plus $1,800 for each Board meeting attended in 1998.
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 $1,000 per meeting was paid. The
fee was paid to each director who attended and actively participated. Chairmen
of committees received an additional $250 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 1998. 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 shares 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. Richard J. Pearson was
re-elected by the Stockholders in March 1997 for a term of three years until the
date of the Annual Meeting of Stockholders in the year 2000. In November 1997,
the Board of Directors and its Nominating Committee concluded that Director
Pearson's unique experience and knowledge of the Company and its businesses were
vital to the Board of Directors, and therefore decided to grant Director Pearson
a special exemption from the mandatory retirement policy so as to permit him to
complete his current three-year term.
5
<PAGE>
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, 1999. 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 1999 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, 1999 will be permitted to stand unless the Board finds other good
reason for making a change.
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>
Neuberger Berman, LLC 325,499(1)/Dec. 31, 1998 8.14
605 Third Avenue
New York, NY
Taro Iketani 306,396/Dec. 25, 1998 7.66
Funakawara 18, Ichigaya
Shinjuku-ku
Tokyo, Japan
</TABLE>
- ------------------------
(1) Neuberger Berman, LLC ("NB") is a registered investment advisor. In its
capacity as investment advisor, NB may have discretionary authority to
dispose of or to vote shares that are under its management. As a result, NB
may be deemed to have beneficial ownership of such shares. NB does not,
however, have any economic interest in the shares. The clients are the
actual owners of the shares and have the sole right to receive and the power
to direct the receipt of dividends from or proceeds from the sale of such
shares. As of December 31, 1998, of the shares set forth above, NB had
shared dispositive power with respect to 325,499 shares, sole voting power
with respect to 222,877 shares and shared voting power on 0 shares.
6
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
As of February 26, 1999, 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 3,603 0 1,500 *
J. Michael Hagan 2,450 0 2,500 *
Terry L. Haines 1,395 0 750 *
John F. King 300 0 2,500 *
Alan L. Ockene 600 0 1,500 *
Richard J. Pearson 600(3) 0 2,500 *
David L. Sliney 600 0 750 *
NAMED EXECUTIVE OFFICERS:
James S. Marlen 33,000 346 136,325 *
Javier Solis 37 2,664 16,967 *
Gary Wagner 105(4) 664 15,467 *
Thomas P. Giese 37 240 20,575 *
Gordon G. Robertson 37 657 6,000 *
DIRECTORS AND OFFICERS AS A GROUP (INCLUDING
THOSE ABOVE) 42,764 5,599 207,334 1.21(5)
</TABLE>
- ------------------------
(1) Direct ownership except as otherwise noted.
(2) Represents shares subject to options which could be exercised by April 9,
1999 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) 100 of these shares are owned jointly with his wife.
(5) If the 207,334 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 6.08%.
* 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, 1998, all
Section 16(a) filing requirements were complied with.
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, 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
--------------------------------------
ANNUAL COMPENSATION AWARDS
--------------------------------------------- -----------------------
NAME OTHER NUMBER OF PAYOUTS ALL
AND ANNUAL RESTRICTED SECURITIES ------------ OTHER
PRINCIPAL COMPEN- STOCK UNDERLYING LTIP COMPEN-
POSITION YEAR SALARY($)(1) BONUS($)(1) SATION($) AWARDS($) OPTIONS(#) PAYOUTS($) SATION($)(2)
- ------------------------- ---- ----------- ----------- ----------- ---------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James S. Marlen, 1998 575,249 375,000 58,235(3) -0- 60,000 600,000 28,350
Chairman, President, & 1997 533,157 435,000 108,819 -0- 26,500 555,000 15,693
Chief Executive Officer 1996 490,601 386,000 79,290 -0- 93,500 1,100,157 8,974
Javier Solis, 1998 196,923 75,000 -0- -0- 2,500 100,000 4,061
Senior Vice President of 1997 182,073 100,000 -0- -0- 5,000 92,000 1,267
Administration, 1996 172,585 80,000 -0- -0- -0- 185,852 1,438
Secretary and General
Counsel
Gary Wagner, 1998 196,154 75,000 -0- -0- 2,500 100,000 3,606
Senior Vice President & 1997 176,538 100,000 -0- -0- 5,000 90,000 1,304
Chief Financial Officer 1996 158,992 80,000 -0- -0- -0- 173,034 1,478
Thomas P. Giese, 1998 174,462 100,000 -0- -0- 1,500 133,500 4,193
Vice President, Group 1997 167,115 70,000 -0- -0- 5,000 127,500 1,586
President Concrete & 1996(4) -- -- -- -- -- -- --
Steel Pipe Group
Gordon G. Robertson, 1998 168,076 50,000 -0- -0- 1,000 -- 6,148
Vice President, Group 1997 159,758 75,000 -- -0- -0- -0- 32,400
President Fiberglass 1996(4) -- -- -- -- -- -- --
Pipe Group
</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) Amounts in this column represent: (a) Contributions by the Company to the
401(K) Savings Plan for: James S. Marlen, $7,002; Javier Solis, $579; Gary
Wagner, $2,196; Thomas P. Giese, $3,348 and Gordon G. Robertson, $3,634 and
b) Above-market interest calculated (but not paid or payable) on deferred
compensation: James S. Marlen, $21,348; Javier Solis, $3,482; Gary Wagner,
$1,410; Thomas P. Giese, $845 and Gordon G. Robertson, $2,514.
(3) $24,615 of this amount represents club memberships, dues and expenses.
(4) Messrs. Giese and Robertson were not executive officers during 1996.
EMPLOYMENT AGREEMENT
In May 1997, the Company entered into an Amended and Restated Employment
Agreement with Mr. Marlen for his continued employment as Chairman, President
and Chief Executive Officer. The term of the agreement is automatically extended
from day-to-day so that it always has a remaining term of three years and six
months, or until Mr. Marlen attains age 67 1/2, if sooner. Under the terms of
that agreement Mr. Marlen's current annual base salary rate of $600,000 is
subject to 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. Under the terms of that
agreement, the Company granted Mr. Marlen a non-qualified stock option award of
60,000 shares under the 1992 Incentive Stock Compensation Plan at an option
price of $56.8125 per share, that being the New York Stock Exchange closing
8
<PAGE>
price as of June 24, 1998, the day that the award was granted. In the event that
Mr. Marlen is terminated without cause, he would be entitled to a severance
benefit equal to his then current base salary plus the highest bonus received
during the three and one-half years preceding termination (but not less than 60%
of his annual base salary determined as of the date of termination) times a
factor of 3.5. Under the terms of a May 1998 amendment to the agreement, Mr.
Marlen will be reimbursed for any excise taxes which might be imposed under
Section 4999 of the Internal Revenue Code. 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.
CHANGE OF CONTROL AGREEMENTS
In September 1998, the Company entered into Agreements with Messrs. Javier Solis
and Gary Wagner, Senior Vice President of Administration, Secretary and General
Counsel and Senior Vice President, Chief Financial Officer, respectively. The
terms of those agreements are automatically extended so that they always have a
remaining term of two years. Under the terms of those agreements, their annual
base salary rates are subject to future merit increases based on annual reviews
by the Board of Directors. In the event of a change of control of the Company
resulting in termination without cause within twelve months following such
change of control, they would be entitled to a severance benefit equal to three
times the sum of (a) the higher of the annual base salary at the time of
termination without cause or their current base salary and (b) the average
annual bonus earned for the two completed fiscal years immediately prior to such
termination. They would also be entitled to a pro-rata portion of target
incentive bonuses under the Company's annual and long-term management cash
incentive plans. Such severance benefits are subject to reduction in order to
comply with certain IRS regulations and limitations relating to change of
control. In addition, all stock option awards would be become fully vested and
they would be entitled to continued health and medical benefits coverage at the
same cost they would be paying at the time of termination.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
VALUE AT ASSUMED
INDIVIDUAL GRANTS ANNUAL
- ---------------------------------------------------------------------------------------- RATES OF STOCK
NUMBER OF PERCENT OF EXERCISE PRICE
SECURITIES TOTAL OPTIONS OR APPRECIATION FOR
UNDERLYING GRANTED BASE OPTION TERM(1)
OPTIONS TO EMPLOYEES PRICE EXPIRATION ------------------
NAME GRANTED (#) IN FISCAL YEAR ($/SH)(2) DATE(3) $@5% $@10%
- ----------------------------------- ----------- -------------- -------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
James S. Marlen 60,000 85.1 56.8125 6-24-08 2,143,745 5,432,670
Javier Solis 2,500 3.5 58.75 1-29-08 92,369 234,081
Gary Wagner 2,500 3.5 58.75 1-29-08 92,369 234,081
Thomas P. Giese 1,500 2.1 58.75 1-29-08 55,421 140,449
Gordon G. Robertson 1,000 1.4 58.75 1-29-08 36,948 93,632
</TABLE>
- ------------------------
(1) Calculated based upon a 10-year option term, compounded appreciation at 5%
and 10% rates.
(2) Market value of shares on the date of grant.
(3) Options are exercisable commencing 12 months after the grant date,with 25%
of the shares covered thereby becoming exercisable at that time and with an
additional 25% becoming exercisable on each successive anniversary date,
with full vesting occurring on the fourth anniversary date.
9
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
SECURITIES NUMBER OF UNEXERCISED OPTIONS IN-THE-MONEY
UNDERLYING VALUE AT FY-END(#) OPTIONS AT FY-END($)
OPTIONS REALIZED ------------------------------ ------------------------------
NAME EXERCISED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------- ------------- --------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
James S. Marlen -0- -0- 15,000 0 60,000 0 (1)
15,000 0 0 0 (2)
40,000 0 0 0 (3)
6,325 0 32,416 0 (4)
46,750 46,750 0 0 (5)
1,625 4,875 0 0 (5)
5,000 15,000 0 0 (6)
0 60,000 0 0 (7)
Javier Solis -0- -0- 2,000 0 8,500 0 (8)
3,000 0 0 0 (2)
8,842 0 0 0 (3)
1,250 3,750 0 0 (6)
0 2,500 0 0 (9)
Gary Wagner -0- -0- 500 0 2,125 0 (8)
3,000 0 0 0 (2)
8,842 0 0 0 (3)
1,250 3,750 0 0 (6)
0 2,500 0 0 (9)
Thomas P. Giese -0- -0- 2,000 0 8,500 0 (8)
2,000 0 0 0 (2)
10,000 0 0 0 (3)
3,700 0 18,963 0 (4)
1,250 3,750 0 0 (6)
0 1,500 0 0 (9)
Gordon G. Robertson -0- -0- 2,000 0 8,500 0 (8)
2,000 0 0 0 (2)
750 250 3,844 1,281 (4)
500 500 0 0 (10)
0 1,000 0 0 (9)
</TABLE>
- ------------------------
(1) Value based upon exercise price of $32.75 and fiscal year-end 1998 market
price of $36.75.
(2) Value based upon exercise price of $42.00 and fiscal year-end 1998 market
price of $36.75.
(3) Value based upon exercise price of $37.00 and fiscal year-end 1998 market
price of $36.75.
(4) Value based upon exercise price of $31.625 and fiscal year-end 1998 market
price of $36.75.
(5) Value based upon exercise price of $39.50 and fiscal year-end 1998 market
price of $36.75.
(6) Value based upon exercise price of $49.75 and fiscal year-end 1998 market
price of $36.75.
(7) Value based upon exercise price of $56.8125 and fiscal year-end 1998 market
price of $36.75.
(8) Value based upon exercise price of $32.50 and fiscal year-end 1998 market
price of $36.75.
(9) Value based upon exercise price of $58.75 and fiscal year-end 1998 market
price of $36.75.
(10) Value based upon exercise price of $37.50 and fiscal year-end 1998 market
price of $36.75.
LONG-TERM INCENTIVE PLAN AWARDS
See Report of the Compensation & Stock Option Committee on Page 12 for a
description of the Key Executive Long-Term Cash Incentive Plan (LTIP). The LTIP
was approved by stockholders at the Company's Annual Meeting in March 1998. The
following table shows, for the named executive officers, the
10
<PAGE>
calculated future payouts, if any, under the LTIP for the three-year performance
cycle which began in 1998. Threshold amounts are the minimum amounts payable
under the LTIP provided that the minimum level of performance is achieved with
respect to the pre-established performance objective, measured in terms of its
cumulative earnings per share for that three-year cycle. If such performance is
not achieved, amounts would be zero.
LONG TERM INCENTIVE PLAN--AWARDS IN LAST FISCAL YEAR(1)
<TABLE>
<CAPTION>
PERFORMANCE ESTIMATED FUTURE PAYOUTS UNDER
OR OTHER NON-STOCK PRICE-BASED PLANS
NUMBER OF SHARES, PERIOD UNTIL -------------------------------------
UNITS OR OTHER MATURATION OR THRESHOLD TARGET
NAME RIGHTS PAYOUT ($) ($) MAXIMUM ($)
- ----------------------------------- ----------------- ------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
James S, Marlen -- 3 Years $ 75,000 $ 300,000 600,000
Javier Solis -- 3 Years 15,000 60,000 120,000
Gary Wagner -- 3 Years 15,000 60,000 120,000
Thomas P. Giese -- 3 Years 17,800 71,200 142,400
Gordon G. Robertson -- 3 Years 17,000 68,000 136,000
</TABLE>
- ------------------------
(1) Amounts shown in this table were calculated using the salaries for the
listed participants in the LTIP as of December 1, 1998. Actual payouts, if
any, would be based on actual salaries at November 30, 2000, the end of the
performance cycle.
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 33,600 44,800 56,000 67,200
150,000 40,905 54,540 68,175 81,810
200,000 55,530 74,040 92,550 111,060
250,000 70,155 93,540 116,925 140,310
300,000 84,780 113,040 141,300 169,560
400,000 114,030 152,040 190,050 228,060
500,000 143,280 191,040 238,800 286,560
600,000 172,530 230,040 287,550 345,060
700,000 201,780 269,040 336,300 403,560
800,000 231,030 308,040 385,050 462,060
900,000 260,280 347,040 433,800 520,560
1,000,000 289,530 386,040 482,550 579,060
</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
11
<PAGE>
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, 1999, the estimated 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 11-4/12(2) 22-4/12(2)
Javier Solis 17-4/12 30
Gary Wagner 13-10/12 30
Thomas P. Giese 30 30
Gordon G. Robertson 30 30
</TABLE>
- ------------------------
(1) The maximum credit is 30 years.
(2) Refer to Employment Agreement section on Page 8 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).
- ------------------------
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
12
<PAGE>
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 1998 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 and by the
stockholders of the Company in March 1998. 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
1996-1998 performance cycle which appear in the Summary Compensation Table were
earned based on the Company's successfully having exceeded its financial plan,
measured in terms of its cumulative earnings per share for that three-year
cycle. The determination of cash payouts, if any, under the LTIP for the fiscal
years 1997-1999, 1998-2000 and 1999-2001 performance cycles will not be made
until after the end of the 1999, 2000 and 2001 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 $600,000 for Mr. Marlen was set in June 1998.
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 2000. A bonus award of
$375,000 was approved for payment to Mr. Marlen under the MICP with respect to
fiscal 1998 based on the Company's performance against various financial goals
established by the Committee, including earnings per share and return on sales,
as well as a continuing very favorable assessment by the Committee and the Board
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. During fiscal year 1998, the Company awarded Mr. Marlen a
non-qualified stock option grant of 60,000 shares under the 1992 Incentive Stock
Compensation Plan at an option price of $56.8125 per share, that being the New
York Stock Exchange closing price as of the date of approval of such grant.
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, 1993 and ended November 30, 1998. The graph has been supplemented
this year with comparative information relating to the Russell 2000 Index for
the same period of time. The comparison assumes $100 invested in stock on
December 1, 1993. 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>
VALUE OF INVESTMENTS AMERON PEER GROUP
<S> <C> <C> <C> <C>
N.Y.S.E. Index Russell 2000
12/93 $100.00 $100.00 $100.00 $100.00
11/94 $91.78 $101.67 $93.86 $98.89
11/95 $106.62 $130.06 $122.34 $127.06
11/96 $146.26 $161.76 $147.58 $148.19
11/97 $200.11 $204.70 $168.53 $182.85
11/98 $117.03 $239.28 $183.89 $170.55
</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 Environ Recycle, American
Buildings Co., American Woodmark Corp., Ameron International Corp., Armstrong
World Industries, Bairnco Corp., Butler Manufacturing Co., CalMat Co., Ceradyne,
Inc., Chemfab Corp., Conversion Technologies, Dal-Tile Internat Inc., Dravo
Corp., Elcor Corp., Griffon Corp., Holopak Technologies, Inc., Industrial
Acoustics, Inc., Industrial Holdings, Inc., Insituform Technols, Internacional
De Ceramic, Johns Manville, Corp., Knape & Vogt Mfg. Co., Martin Marietta
Material, Miller Building Systems, Inc., NCI Building Systems Inc.,
Owens-Corning Fiberglass, Raytech Corp., Republic Group Inc., Seiler Pollution
Control, Shaw Group Inc., Southwall Technologies, United Dominion Ind., USG
Corp. And Vulcan Materials Co. The Protective Coatings Companies Component is
comprised of the following companies: Ameron International Corporation, Corimon
SA ADS, Dexter Corp., Ferro Corp., Insilco Corp., Lilly Industries Inc., PPG
Industries, Inc., RPM, Inc., Sherwin-Williams Co., Thermacell Technologies 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.
During 1998, the Company sold materials to Tamco in transactions totaling
$64,564.
Mr. J. Michael Hagan, a Director of the Company, is Chairman of the Board and
Chief Executive Officer of Furon Company. During 1998, the Company purchased
materials from Furon Company in transactions totaling $197.891.
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 year 2000 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 28, 1999.
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
March 5, 1999
Pasadena, California
15
<PAGE>
AMERON INTERNATIONAL CORPORATION
245 SOUTH LOS ROBLES AVENUE, PASADENA, CALIFORNIA 91101
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P The undersigned hereby appoints James S. Marien, Javier Solis and Gary
Wagner, and each of them, with full power of substitution in each, proxies
R to vote all the shares of Ameron International Corporation ("Ameron")
Common Stock which the undersigned may be entitled to vote at the Annual
O Meeting of Stockholders to be held March 24, 1999, and at any adjournment
thereof, upon the following matters as specified and in their discretion
X upon such other business as may properly come before the meeting or any
adjournment thereof.
Y
SEE REVERSE
SIDE
<PAGE>
Please mark your 5084
/X/ 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 proposals 1 and 2.
- --------------------------------------------------------------------------------
FOR WITHHELD WITHHELD only
ALL FOR ALL for nominees
NOMINEES NOMINEES listed below*
1. Election of / / / / / / Nominees: Stephen W. Foss
Directors. James S. Marlen
* Vote withheld from the following nominee(s) only:(write the name of the
nominee(s) in the space below)
- --------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
2. Ratify the appointment of Arthur
Andersen LLP, independent public / / / / / /
accountants.
- --------------------------------------------------------------------------------
Yes, I plan to attend / /
the Annual Meeting
No, I do not plan to / /
attend the Annual
Meeting
SIGNATURE(S) DATE
------------------------------------------------------ ----------
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If signer is a corporation,
please sign the full corporate name by duly authorized officer.
