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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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<S> <C>
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
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<TABLE>
<S> <C>
AMERON INTERNATIONAL CORPORATION
- ------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- ------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/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:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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:
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(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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[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 22, 2000 at
9:00 a.m. for the following purposes:
1. To elect three directors to hold office for a term of three years, or
until their successors are elected and qualified.
2. To ratify the appointment of Deloitte & Touche LLP as independent public
accountants of the Company for fiscal year 2000.
3. To approve an amendment to the Ameron 1994 Nonemployee Director Stock
Option Plan.
4. To transact such other business as may properly come before the meeting
or any adjournments thereof.
The Board of Directors has fixed February 8, 2000 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
February 22, 2000
<PAGE>
AMERON INTERNATIONAL CORPORATION
CORPORATE OFFICES: 245 SOUTH LOS ROBLES AVE.,
PASADENA, CALIFORNIA 91101
------------------------
FEBRUARY 22, 2000
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 22, 2000. 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 three nominees for directors named below and FOR
each of the proposals described. 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 8, 2000. On such date, there were issued,
outstanding and entitled to vote at the Annual Meeting, 3,991,912 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 three 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 Deloitte &
Touche LLP as independent public accountants of the Company for fiscal year 2000
and for the approval of the amendment to the Ameron 1994 Nonemployee Director
Stock Option Plan ("1994 Plan").
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.
1
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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 nine (9) directors; however, the Board of
Directors has taken action to reduce the size of the Board to eight
(8) directors effective the date of the Annual Meeting of Stockholders as a
result of the retirement of Director Richard J. Pearson on that date. Three
directors are to be elected at the 2000 Annual Meeting. John F. King was elected
to his present term of office as a Class II director at the Company's 1997
Annual Meeting of Stockholders. John E. Peppercorn and Peter K. Barker were
elected to the Company's Board of Directors effective May 1 and June 23, 1999,
respectively and joined John F. King as Class II directors. Class II directors
will hold office until the Annual Meeting of Stockholders in the year 2003 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.
2000 NOMINEES FOR DIRECTOR
PETER K. BARKER. Advisory Director and former partner with Goldman Sachs &
Co. Director of Department 56, Inc. Age 51. He has been a director of the
Company since June 1999.
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 Golden State Bancorp/California Federal
Bank. Age 66. He has been a director of the Company since 1986.
JOHN E. PEPPERCORN. Retired Vice President of Chevron Corporation and
President of Chevron Chemical Co. LLC, a subsidiary of Chevron Corporation.
Age 62. He has been a director of the Company since May 1999.
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 2001
J. MICHAEL HAGAN. Retired Chairman, President and Chief Executive Officer
of Furon Company. Director of Remedytemp, Inc. Age 60. 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 53. 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. Formerly Vice President, Latin
America, Caribbean, Europe & Africa for Goodyear Tire & Rubber Company. Director
of A. Schulman, Inc. Age 68. He has been a director of the Company since 1995.
CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE ANNUAL MEETING
IN THE YEAR 2002
STEPHEN W. FOSS. Chairman, President and Chief Executive Officer, Foss
Manufacturing Company, Inc. Director of Tyco International, Ltd. Age 57. 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
and Officer of GenCorp. Inc. and President, GenCorp Polymer Products, the
consumer and industrial product sectors of GenCorp. Mr. Marlen is a director of
A. Schulman, Inc. (NASDAQ), a leading multinational manufacturer of
high-performance plastics compounds and resins, and of Parsons Corporation, a
privately held, worldwide engineering and construction firm. He is a member of
the Board of Visitors at the Anderson Graduate School of Management at UCLA.
Mr. Marlen was named a Distinguished Engineering Fellow of the University of
Alabama and in February 1998, he was inducted into the State of Alabama
Engineering Hall of Fame. Mr. Marlen is also a director in various civic and
trade organizations. Age 58. He has been a director of the Company since 1993.
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 or the Board of
Directors with respect to stock options or matters pertaining to his own
compensation.
<TABLE>
<S> <C>
AUDIT COMMITTEE Three meetings held during 1999
Members:
John F. King, Chairman
J. Michael Hagan
Terry L. Haines
</TABLE>
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.
3
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<TABLE>
<S> <C>
COMPENSATION & STOCK OPTION COMMITTEE Two meetings held during 1999
Members:
Stephen W. Foss
Alan L. Ockene
Richard J. Pearson*
</TABLE>
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.
<TABLE>
<S> <C>
EXECUTIVE COMMITTEE No meetings held during 1999
Members:
James S. Marlen, Chairman
Stephen W. Foss
Richard J. Pearson*
</TABLE>
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.
<TABLE>
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FINANCE COMMITTEE One meeting held during 1999
Members:
J. Michael Hagan, Chairman
Stephen W. Foss
John F. King
</TABLE>
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.
<TABLE>
<S> <C>
NOMINATING COMMITTEE Three meetings held during 1999
Members:
Richard J. Pearson, Chairman*
John F. King
James S. Marlen
</TABLE>
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.
The Board of Directors met a total of 5 times in 1999 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.
- ------------------------
*Mr. Pearson, who has served as a director since 1982, will retire from the
Board and the Committees on which he served effective as of the date of the
2000 Annual Meeting of Stockholders.
4
<PAGE>
COMPENSATION OF DIRECTORS AND RETIREMENT POLICIES
Directors who were not officers or employees of the Company received an
annual retainer of $23,000 plus $2,000 for each Board meeting attended in 1999.
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 $1,250 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 1999. Pursuant
to the 1994 Nonemployee Director Stock Option Plan approved by stockholders at
the 1995 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.
INDEPENDENT PUBLIC ACCOUNTANTS
PREVIOUS INDEPENDENT PUBLIC ACCOUNTANTS
Effective June 23, 1999, the Company replaced Arthur Andersen LLP ("AA") as
its independent accountants.
The reports of AA on the Company'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.
The decision to replace AA was recommended by the Company's Audit Committee
and approved by its Board of Directors.
During fiscal years 1998 and 1997 and the subsequent interim periods, there
were no disagreements 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.
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).
Effective, June 23, 1999, the Board of Directors of the Company engaged
Deloitte & Touche LLP as the independent accountants to audit the Company's
financial statements for the fiscal year ended November 30, 1999. No other event
requiring disclosure has occurred.
5
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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 Deloitte & Touche LLP, as independent public accountants
to examine the Company's financial statements for its fiscal year ending
November 30, 2000. This firm 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 Deloitte & Touche 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 DELOITTE & TOUCHE LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS OF THE COMPANY FOR 2000, 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, 2000 will be permitted to stand unless the Board finds other good
reason for making a change.
AMENDMENT TO
1994 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
(PROXY ITEM 3)
INTRODUCTION
Under the 1994 Nonemployee Director Stock Option Plan, nonemployee directors
are annually granted options to purchase 1,000 shares of the Company's Common
Stock. The annual grants are proposed to be increased to 1,500 shares. No other
change is proposed in the Plan.
To enhance the Company's ability to attract and retain well-qualified
directors who are not also employees of the Company and to encourage the
acquisition, by such directors, of Common Stock of the Company, the Board of
Directors and stockholders approved the 1994 Nonemployee Director Stock Option
Plan. Under the 1994 Plan, 27,000 shares of the Company's Common Stock are
subject to existing options held by nonemployee directors and 91,250 shares
remain available for future grants.
Options under the 1994 Plan do not qualify as incentive stock options under
Section 422A of the Internal Revenue Code of 1986, as amended.
ELIGIBILITY
All nonemployee directors are eligible to receive grants of options under
the 1994 Plan. As of the date of this Proxy Statement, there are eight such
nonemployee directors.
GRANT OF OPTIONS
If the proposed amendment is approved, each year, on the first business day
following the date of the Annual Meeting of Stockholders, beginning with the
2000 Annual meeting, each nonemployee director shall automatically be granted an
option to purchase 1,500 shares of Common Stock. Of the nine directors currently
on the Board, all but Mr. Marlen are presently nonemployee directors. If the
proposed
6
<PAGE>
amendment is approved by the stockholders, immediately after the Annual Meeting
the nonemployee directors will each be automatically issued an option to
purchase 1,500 shares of the Company's Common Stock, instead of 1,000 shares as
provided currently under the 1994 Plan.
The option price at which Common Stock may be purchased upon the exercise of
options granted under the 1994 Plan is the fair market value of the Common Stock
on the date the option is granted ("Date of Grant"). Options granted under the
1994 Plan have a term of ten years.
The full option price for all shares purchased upon the exercise of options
granted under the 1994 Plan must be paid at the time of the exercise in cash or,
in whole or in part with either shares covered by the nonqualified option being
exercised or with other shares of the Company owned by the option holder (valued
at their fair market value on the date of exercise). Similarly, if the Company
is required to withhold any tax imposed as a result of exercise of an option,
the option holder must pay that amount in cash to the Company concurrently with
the exercise of the option; provided, however, that the holder may elect to pay
some or all of such withholding tax with either shares covered by the
nonqualified option being exercised or with other shares of the Company owned by
the option holder.
Options granted to nonemployee directors may not be exercised until the
first anniversary of the Date of Grant. During the second year after the grant
of such options, one-fourth may be exercised, during the third year one-half may
be exercised, during the fourth year three-fourths may be exercised, and all
options may be exercised after the end of the fourth year from Date of Grant. No
such options may be exercised more than ten years from the Date of Grant (the
"Expiration Date"). Options granted to a nonemployee director terminate ninety
days after such director ceases to be a director of the Company, except upon
retirement in accordance with any policy of the Board relating to age, death or
disability. Upon death or disability, the nonemployee director's options shall
be 100% exercisable and shall terminate if not exercised within one year.
Options become fully exercisable shortly before, and expire upon, the
consummation of certain reorganizations, mergers and consolidations of the
Company.
TAX CONSEQUENCES
The grant of any option under the 1994 Plan will not result in taxable
income to the recipient of the option for federal income tax purposes nor will
the Company be entitled to an income tax deduction at the time of grant. Upon
exercise of any option, the option holder will generally recognize ordinary
income for federal income tax purposes equal to the difference between the
exercise price and the fair market value of the shares on the date of exercise.
The Company will be entitled to a federal income tax deduction at the time of
exercise in the amount of ordinary income recognized by the option holder. In
general, any further gain realized by the option holder on the subsequent
disposition of such shares will be long-term or short-term capital gain
depending on how long the shares are held.
DURATION
The 1994 Plan expires on June 27, 2004, unless earlier terminated by the
Board of Directors.
AMENDMENT AND TERMINATION
The Board may alter, amend, suspend or terminate the 1994 Plan, provided
that no such action may, without the consent of such optionee, deprive an
optionee of any outstanding options or any rights thereunder, and no such action
unless and until it is approved by the stockholders of the Company, may
(i) increase the maximum number of Common Shares that may be acquired upon the
exercise of options granted under the 1994 Plan, (ii) reduce the exercise price
of options granted under the 1994 Plan, (iii) alter the class of persons
eligible for the grant of options under the 1994 Plan, (iv) extend the direction
of the 1994 Plan, or (v) materially increase the benefits accruing to the
recipients of options granted under the 1994 Plan.
7
<PAGE>
Notwithstanding the foregoing, the 1994 Plan may not be amended more than
once every six months, other than to comport with changes in the Internal
Revenue Code, the Employee Retirement Income Security Act, or the
rules thereunder.
ADJUSTMENT
The 1994 Plan provides for appropriate adjustment in the number and type of
shares covered by options granted under the 1994 Plan in the event of a
reorganization, merger, consolidation, recapitalization, or certain other
transactions involving the Company that have the effect of changing the number
or type of shares previously subject to the 1994 Plan.
The foregoing summary of certain of the terms of the 1994 Plan is not
intended to be a complete statement of all of its provisions. The legal rights
of the Company and option holders under the Plan are governed by the 1994 Plan
itself.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE PROPOSED
AMENDMENT TO THE 1994 PLAN, AND THE ENCLOSED PROXY CARD WILL BE SO VOTED UNLESS
YOU SPECIFY OTHERWISE.
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 SHARES OF STOCK
OF BENEFICIAL OWNER BENEFICIALLY OWNED/AS OF PERCENT
- ------------------- ---------------------------------- --------
<S> <C> <C>
Taro Iketani ........................................... 306,396/January 14, 2000 7.68
Funakawara 18, Ichigaya
Shinjuku-ku
Tokyo, Japan
Neuberger Berman, LLC .................................. 275,299(1)/December 31, 1999 6.90
605 Third Avenue
New York, NY
T. Rowe Price Associates
T. Rowe Price Small-Cap Value Fund, Inc. ............... 237,100(2)/December 31, 1999 5.90
100 E. Pratt Street
Baltimore, MD 21202
Dimensional Fund Advisors Inc. ......................... 227,100(3)/December 31, 1999 5.69
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
</TABLE>
- ------------------------
The information that is footnoted in the table above and set forth in the notes
below is based upon a Schedule 13G filed with the Securities and Exchange
Commission by each respective stockholder.
(1) In its Schedule 13G, Neuberger Berman, LLC stated that in its capacity as
investment advisor, it has shared dispositive power with respect to 275,299
shares and sole voting power with respect to 193,399 of such shares.
(2) In its Schedule 13G, T. Rowe Price Associates, Inc. stated that, in its
capacity as investment advisor, it has (i) sole voting power with respect
to 5,100 shares and (ii) sole dispositive power with respect to all such
shares. T. Rowe Price Small-Cap Value Fund, Inc. indicated it has sole
voting power with respect to 225,000 of such shares.
(3) In its Schedule 13G, Dimensional Fund Advisors Inc. indicated that, in its
capacity as investment advisor, it has sole voting and dispositive power
with respect to all such shares.
8
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
As of February 8, 2000, 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>
VESTED SHARES RIGHTS TO
SHARES OF STOCK HELD IN ACQUIRE
BENEFICIALLY TRUST UNDER BENEFICIAL
NAME OWNED(1) 401(K) PLAN OWNERSHIP(2) PERCENT
- ---- --------------- ------------- ------------ --------
<S> <C> <C> <C> <C>
DIRECTORS AND NOMINEES:
Peter K. Barker.............................. 1,000 0 -0- *
Stephen W. Foss.............................. 4,553 0 2,500 *
J. Michael Hagan............................. 2,630 0 3,500 *
Terry L. Haines.............................. 2,065 0 1,500 *
John F. King................................. 300 0 3,500 *
Alan L. Ockene............................... 600 0 2,500 *
Richard J. Pearson........................... 600(3) 0 3,500 *
John E. Peppercorn...........................
NAMED EXECUTIVE OFFICERS:
James S. Marlen.............................. 33,000 352 191,325 *
Javier Solis................................. 37 2,707 20,092 *
Gary Wagner.................................. 105(4) 676 18,592 *
Thomas P. Giese.............................. 37 244 22,575 *
Robert F. Wilkinson.......................... 0 900 0 *
DIRECTORS AND OFFICERS AS A GROUP (INCLUDING
THOSE ABOVE)................................. 45,273 5,697 277,704 1.28%(5)
</TABLE>
- ------------------------
(1) Direct ownership except as otherwise noted.
(2) Represents shares subject to options which could be exercised by April 8,
2000 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 277,704 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
7.70%
* 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, 1999, all Section 16(a) filing requirements were met.
9
<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, 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
--------------------------------------------- ----------------------------------
AWARDS PAYOUTS
----------------------- --------
NUMBER OF
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARDS OPTIONS/ LTIP COMPENSATION
PRINCIPAL POSITION YEAR ($)(1) ($)(1) ($) ($) (#) PAYOUTS ($)(2)
- ------------------ -------- -------- -------- ------------ ---------- ---------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James S. Marlen, ............. 1999 600,002 550,000 -- -0- 40,000 415,502 44,802
Chairman, President, & Chief 1998 575,249 375,000 58,235 -0- 60,000 600,000 28,350
Executive Officer 1997 533,157 435,000 108,819 -0- 26,500 555,000 15,693
Javier Solis, ................ 1999 208,077 120,000 -- -0- 5,000 87,255 12,443
Senior Vice President of 1998 196,923 75,000 -- -0- 2,500 100,000 4,061
Administration, Secretary 1997 182,073 100,000 -- -0- 5,000 92,000 1,267
and General Counsel
Gary Wagner, ................. 1999 208,077 120,000 -- -0- 5,000 87,255 7,323
Senior Vice President & 1998 196,154 75,000 -- -0- 2,500 100,000 3,606
Chief Financial Officer 1997 176,538 100,000 -- -0- 5,000 90,000 1,304
Thomas P. Giese, ............. 1999 185,270 100,000 -- -0- 1,500 103,598 6,539
Vice President, Group 1998 174,462 100,000 -- -0- 1,500 133,500 4,193
President Concrete & Steel 1997 167,115 70,000 -- -0- 5,000 127,500 1,586
Pipe Group
Robert F. Wilkinson, ......... 1999 154,692 95,000 -- -0- -0- 89,748 9,108
Vice President, President 1998 153,000 71,000 -- -0- -0- -0- 3,788
Construction & Allied 1997 140,000 45,000 -- -0- -0- -0- -0-
Products 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, $334; Javier Solis, $1,118; Gary
Wagner, $2,578; Thomas P. Giese, $3,239 and Robert F. Wilkinson, $6,977 and
b) Above-market interest calculated (but not paid or payable) on deferred
compensation: James S. Marlen, $44,468; Javier Solis, $11,325; Gary Wagner,
$4,745; Thomas P. Giese, $3,300 and Robert F. Wilkinson, $2,131.
- ------------------------------
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, in
1999 the Company granted Mr. Marlen a non-qualified stock option award of 40,000
shares under the 1992 Incentive Stock Compensation Plan at an option price of
$38.125 per share, that being the New York Stock Exchange closing price as of
January 28, 1999, 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
10
<PAGE>
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, Messrs. Solis and Wagner 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>
INDIVIDUAL GRANTS
- --------------------------------------------------------------------------------------- POTENTIAL REALIZABLE
PERCENT OF VALUE AT ASSUMED
NUMBER OF TOTAL OPTIONS ANNUAL RATES OF STOCK
SECURITIES GRANTED TO EXERCISE PRICE APPRECIATION FOR
UNDERLYING EMPLOYEES OR BASE OPTION TERM(1)
OPTIONS IN FISCAL PRICE EXPIRATION ----------------------
NAME GRANTED (#) YEAR ($/SH)(2) DATE(3) $@5% $@10%
- ---- ------------ ------------- --------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
James S. Marlen................. 40,000 76.2 38.125 1-28-09 959,063 2,430,457
Javier Solis.................... 5,000 9.5 38.125 1-28-09 119,883 303,807
Gary Wagner..................... 5,000 9.5 38.125 1-28-09 119,883 303,807
Thomas P. Giese................. 1,500 2.9 38.125 1-28-09 35,965 91,142
</TABLE>
- ------------------------
(1) Calculated based upon a 10-year option term, compounded appreciation at 5%
and 10% rates.
(2) Market value of shares on the date of grant.
(3) Options are exercisable commencing 12 months after the grant date, with 25%
of the shares covered thereby becoming exercisable at that time and with an
additional 25% becoming exercisable on each successive anniversary date,
with full vesting occurring on the fourth anniversary date.
11
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
SECURITIES NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
UNDERLYING OPTIONS AT FY-END (#) AT FY-END ($)
OPTIONS VALUE --------------------------- ---------------------------
NAME EXERCISED REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ---------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James S. Marlen........... -0- -0- 15,000 0 156,563 0(1)
15,000 0 17,813 0(2)
40,000 0 247,500 0(3)
6,325 0 73,133 0(4)
73,375 26,625 270,570 98,180(5)
10,000 10,000 0 0(6)
15,000 45,000 0 0(7)
0 40,000 0 202,500(8)
Javier Solis.............. -0- -0- 2,000 0 21,375 0(9)
3,000 0 3,563 0(2)
8,842 0 54,710 0(3)
2,500 2,500 0 0(6)
625 1,875 0 0(10)
0 5,000 0 25,313(8)
Gary Wagner............... -0- -0- 500 0 5.344 0(9)
3,000 0 3,563 0(2)
8,842 0 54,710 0(3)
2,500 2,500 0 0(6)
625 1,875 0 0(10)
0 5,000 0 25,313(8)
Thomas P. Giese........... -0- -0- 2,000 0 21,375 0(9)
2,000 0 2,375 0(2)
10,000 0 61,875 0(3)
3,700 0 42,781 0(4)
2,500 2,500 0 0(6)
375 1,125 0 0(10)
0 1,500 0 7,594(8)
</TABLE>
- ------------------------
(1) Value based upon exercise price of $32.75 and fiscal year-end 1999 market
price of $43.1875.
(2) Value based upon exercise price of $42.00 and fiscal year-end 1999 market
price of $43.1875.
(3) Value based upon exercise price of $37.00 and fiscal year-end 1999 market
price of $43.1875.
(4) Value based upon exercise price of $31.625 and fiscal year-end 1999 market
price of $43.1875.
(5) Value based upon exercise price of $39.50 and fiscal year-end 1999 market
price of $43.1875.
(6) Value based upon exercise price of $49.75 and fiscal year-end 1999 market
price of $43.1875.
(7) Value based upon exercise price of $56.8125 and fiscal year-end 1999
market price of $43.1875.
(8) Value based upon exercise price of $38.125 and fiscal year-end 1999 market
price of $43.1875.
(9) Value based upon exercise price of $32.50 and fiscal year-end 1999 market
price of $43.1875.
(10) Value based upon exercise price of $58.75 and fiscal year-end 1999 market
price of $43.1875.
(11) Value based upon exercise price of $37.50 and fiscal year-end 1999 market
price of $43.1875.
12
<PAGE>
LONG-TERM INCENTIVE PLAN AWARDS
See "Report of the Compensation & Stock Option Committee" on Page 15 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 calculated
future payouts, if any, under the LTIP for the three-year performance cycle
which began in 1999. 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>
ESTIMATED FUTURE PAYOUTS UNDER
NUMBER PERFORMANCE OR NON-STOCK PRICE-BASED PLANS
OF SHARES, OTHER PERIOD -------------------------------
UNITS OR UNTIL MATURATION THRESHOLD TARGET MAXIMUM
NAME OTHER RIGHTS OR PAYOUT $ $ $
- ---- ------------ ---------------- --------- -------- --------
<S> <C> <C> <C> <C> <C>
James S, Marlen..................... -- 3 Years $75,000 $300,000 $600,000
Javier Solis........................ -- 3 Years 15,750 63,000 126,000
Gary Wagner......................... -- 3 Years 15,750 63,000 126,000
Thomas P. Giese..................... -- 3 Years 18,700 74,800 149,600
Robert F. Wilkinson................. -- 3 Years 16,200 64,800 129,600
</TABLE>
- ------------------------
(1) Amounts shown in this table were calculated using the salaries for the
listed participants in the LTIP as of December 1, 1999. Actual payouts, if
any, would be based on actual salaries at November 30, 2001, the end of the
performance cycle.
PENSION PLANS
The following schedule shows the estimated annual benefit payable under the
combined Ameron Pension Plan (Salaried Section) and Ameron Supplemental
Executive Retirement Plan for employees at varying pay levels and years of
service. The schedule assumes retirement at age 65.
<TABLE>
<CAPTION>
YEARS OF SERVICE
FINAL AVG. -----------------------------------------
ANNUAL COMPENSATION($)(1) 15 20 25 30
- ------------------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
150,000............................ $ 40,710 $ 54,280 $ 67,850 $ 81,420
200,000............................ 55,335 73,780 92,225 110,670
300,000............................ 84,585 112,780 140,975 169,170
400,000............................ 113,835 151,780 189,725 227,670
500,000............................ 143,085 190,780 238,475 286,170
600,000............................ 172,335 229,780 287,225 344,670
700,000............................ 201,585 268,780 335,975 403,170
800,000............................ 230,835 307,780 384,725 461,670
900,000............................ 260,085 346,780 433,475 520,170
1,500,000........................... 435,585 580,780 725,975 871,170
</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
13
<PAGE>
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, 2000, 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)
---------------------------
PRESENT AT AGE 65
------------ ------------
<S> <C> <C>
James S. Marlen............................................ 13 4/12(2) 22 4/12(2)
Javier Solis............................................... 18 4/12 30
Gary Wagner................................................ 14 10/12 30
Thomas P. Giese............................................ 30 30
Robert F. Wilkinson........................................ 3 8/12 8 4/12
</TABLE>
- ------------------------
(1) The maximum credit is 30 years.
(2) Refer to "Employment Agreement" section on Page 10 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).
14
<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 1999 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
15
<PAGE>
under the LTIP for the 1997-1999 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 1998-2000, 1999-2001 and 2000-2002
performance cycles will not be made until after the end of the 2000, 2001 and
2002 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 $550,000 was approved for payment to Mr. Marlen under the MICP with
respect to fiscal 1999 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 1999, the Company awarded
Mr. Marlen a non-qualified stock option grant of 40,000 shares under the 1992
Incentive Stock Compensation Plan at an option price of $38.125 per share, that
being the New York Stock Exchange closing date price as of the date of approval
of such grant.
S. W. Foss
A. L. Ockene
R. J. Pearson
16
<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, 1994 and ended November 30, 1999. 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, 1994. 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 N.Y.S.E. PEER GROUP RUSSELL 2000
INTERNATIONAL CORPORATION INDEX
<S> <C> <C> <C> <C> <C>
12/94 $100.00 $100.00 $100.00 $100.00
11/95 $116.17 $127.92 $133.01 $128.49
11/96 $159.35 $159.11 $159.80 $149.85
11/97 $218.03 $201.34 $183.52 $184.90
11/98 $127.51 $235.36 $199.19 $172.47
11/99 $154.60 $262.37 $173.91 $196.74
</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
Woodmark Corp., Ameron International Corp., Armstrong World Industries, Bairnco
Corp., Butler Manufacturing Co., Ceradyne, Inc., Chemfab Corp., Dal-Tile
Internat Inc., Elcor Corp., Griffon Corp., 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., 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 Corp., Corimon SA, Dexter Corp., Ferro
Corp., Lilly Industries Inc., PPG Industries, Inc., RPM, Inc., Sherwin-Williams
Co., Thermacell Technologies and Valspar Corp.
17
<PAGE>
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
addition, at the end of the renewal term, TAMCO has the option to purchase the
property at the then current market value.
During 1999, the Company sold materials to TAMCO in transactions totaling
$77,431.
Mr. J. Michael Hagan, a Director of the Company, is the retired Chairman,
President and Chief Executive Officer of Furon Company. During 1999, the Company
purchased materials from Furon Company in transactions totaling $52,671.
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 2001 meeting must be addressed
to the Company, Attention: Corporate Secretary, at the Company's principal
office, and must be received there no later than November 5, 2000.
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.
18
<PAGE>
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 22, 2000
Pasadena, California
19
<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. Marlen, Javier Solis and Gary
R Wagner, and each of them, with full power of substitution in each,
proxies to vote all the shares of Ameron International Corporation
O ("Ameron") Common Stock which the undersigned may be entitled to vote at
the Annual Meeting of Stockholders to be held March 22, 2000, and at any
X adjournment thereof, upon the following matters as specified and in
their discretion upon such other business as may properly come before
Y the meeting or any adjournment thereof.
SEE REVERSE
SIDE
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
/X/ Please mark your 5084
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, 2 and 3.
--------------------------------------------------------------------------
The Board of Directors recommends a vote FOR proposals 1, 2 and 3.
--------------------------------------------------------------------------
FOR WITHHELD WITHHELD
ALL FOR ALL FOR NOMINEE(S)
NOMINEES NOMINEES LISTED BELOW*
1. Election of Directors / / / / / /
Nominees: Peter K. Barker
John F. King
John E. Peppercorn
* 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 Deloitte & Touche,
LLP, independent public accountants. / / / / / /
3. Proposal to Amend the Ameron 1994 Nonemployee
Director Stock Option Plan. / / / / / /
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Yes, I plan to attend / /
the Annual Meeting
No, I do not plan to attend / /
the Annual Meeting
SIGNATURE(S) DATE
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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 full corporate name by duly authorized officer.
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