FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
/ X / QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from...............to..................
Commission File No. 1 - 9102
AMERON INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 77-0100596
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
245 South Los Robles Avenue
Pasadena, California 91101-2820
(Address of principal executive offices)
Telephone Number (626) 683-4000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes / X / No
The number of shares outstanding of Common Stock, $2.50 par value, was
3,934,958 on June 30, 2000. No other class of Common Stock exists.
Page 1
AMERON INTERNATIONAL CORPORATION
INDEX
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Statements of Income 3
Consolidated Balance Sheets 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 10
Item 3. Quantitative & Qualitative Market Risk Disclosure 12
PART II. OTHER INFORMATION
Item 2. Changes in Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURE PAGE 14
Page 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Ameron International Corporation and Subsidiaries
Consolidated Statements of Income
(In thousands, except share and per share data)
(Unaudited)
Three Months Ended Six Months Ended
May 31, May 31,
------------------ ------------------
2000 1999 2000 1999
-------- -------- -------- --------
Sales $140,171 $149,468 $261,536 $272,367
Cost of Sales (102,975) (109,909) (196,287) (201,927)
-------- -------- -------- --------
Gross Profit 37,196 39,559 65,249 70,440
Selling, General and
Administrative Expenses (31,752) (29,543) (58,894) (59,303)
Other Income, net 5,620 2,295 9,253 6,119
-------- -------- -------- --------
Income before Interest
and Income Taxes 11,064 12,311 15,608 17,256
Interest Income 12 42 42 98
Interest Expense (2,824) (3,500) (6,130) (7,025)
-------- -------- -------- --------
Income before Income Taxes 8,252 8,853 9,520 10,329
Provision for Income Taxes (2,063) (2,833) (2,380) (3,305)
-------- -------- -------- --------
Net Income $ 6,189 $ 6,020 $ 7,140 $ 7,024
======== ======== ======== ========
Net Income per Share (Basic) $ 1.55 $ 1.50 $ 1.79 $ 1.75
======== ======== ======== ========
Net Income per Share (Diluted) $ 1.55 $ 1.50 $ 1.79 $ 1.75
======== ======== ======== ========
Weighted Average Shares(Basic) 3,983,479 4,006,798 3,987,695 4,006,798
========= ========= ========= =========
Weighted Average Shares (Diluted) 3,987,323 4,019,270 3,995,088 4,019,270
========= ========= ========= =========
Cash Dividends per Share $ .32 $ .32 $ .64 $ .64
======== ======== ======== ========
See accompanying notes to consolidated financial statements.
Page 3
Ameron International Corporation and Subsidiaries
Consolidated Balance Sheets
(In thousands, except share and per share data)
May 31, Nov. 30,
2000 1999
(Unaudited)
-------- --------
ASSETS
Current Assets
Cash and Cash Equivalents $ 5,852 $ 10,521
Receivables, Less Allowances of $7,734
in 2000 and $6,937 in 1999 131,756 118,900
Inventories 90,979 95,488
Deferred Income Taxes 10,977 11,054
Prepaid Expenses and Other Current Assets 6,764 6,691
-------- --------
Total Current Assets 246,328 242,654
Investments, Advances and Equity in
Undistributed Earnings of Affiliated Companies 20,806 23,046
Property, Plant and Equipment, Net 146,768 149,597
Other Assets 44,774 43,670
-------- --------
Total Assets $458,676 $458,967
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Short-Term Borrowings $ 3,472 $ 3,479
Current Portion of Long-Term Debt 12,553 12,595
Trade Payables 32,716 36,667
Accrued Liabilities 41,883 43,552
Income Taxes Payable 15,022 18,848
-------- --------
Total Current Liabilities 105,646 115,141
Long-Term Debt, Less Current Portion 147,767 135,237
Other Long-Term Liabilities 30,176 30,469
-------- --------
Total Liabilities 283,589 280,847
-------- --------
Stockholders' Equity
Common Stock, Par Value $2.50 a Share,
Authorized 12,000,000 Shares, Outstanding
3,960,912 Shares at May 31, 2000 and
3,991,912 Shares at November 30, 1999,
Net of Treasury Shares 13,007 13,007
Additional Paid-In Capital 17,857 17,857
Retained Earnings 208,924 204,336
Accumulated Other Comprehensive Loss (19,573) (12,886)
Less Treasury Stock (1,242,100 Shares at
May 31, 2000 and 1,211,100 Shares
at November 30, 1999) (45,128) (44,194)
-------- --------
Total Stockholders' Equity 175,087 178,120
-------- --------
Total Liabilities and Stockholders' Equity $458,676 $458,967
======== ========
See accompanying notes to consolidated financial
statements. Page 4
Ameron International Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Six Months Ended
May 31,
-------------------
2000 1999
-------- --------
Cash Flows from Operating Activities
Net Income $ 7,140 $ 7,024
Adjustments to Reconcile Net Income to Net Cash
(Used in) Provided by Operating Activities:
Depreciation 8,376 8,852
Amortization 767 939
Deferred Income Taxes 293 -
Equity in Earnings of Affiliated Companies (5,709) (3,341)
Dividends from Affiliated Companies 7,579 3,300
Gain from Sale of Assets (290) (165)
Other, Net - 4,037
Changes in Operating Assets and Liabilities:
Receivables (16,004) 1,072
Inventories 2,094 (733)
Prepaid Expenses and Other Current Assets (243) (1,991)
Trade Payables, Accrued Liabilities and
Income Taxes Payable (7,499) (16,568)
Other Long-Term Assets and Liabilities (2,938) 6,797
-------- --------
Net Cash (Used in) Provided by
Operating Activities (6,434) 9,223
-------- --------
Cash Flows from Investing Activities
Proceeds from Sale of Property, Plant and Equipment 481 1,910
Additions to Property, Plant and Equipment (8,922) (7,828)
Other - (3,174)
-------- --------
Net Cash Used in Investing Activities (8,441) (9,092)
-------- --------
Cash Flows from Financing Activities
Net Change in Short-Term Borrowings 225 1,502
Issuance of Debt 15,223 284
Repayment of Debt (1,977) (1,741)
Dividends on Common Stock (2,552) (2,558)
Purchase of Treasury Stock (934) (1,415)
-------- --------
Net Cash Provided by (Used in)
Financing Activities 9,985 (3,928)
-------- --------
Effect of Exchange Rate Changes
on Cash and Cash Equivalents 221 (446)
-------- --------
Net Change in Cash and Cash Equivalents (4,669) (4,243)
Cash and Cash Equivalents at Beginning of Period 10,521 16,376
-------- --------
Cash and Cash Equivalents at End of Period $ 5,852 $ 12,133
======== ========
See accompanying notes to consolidated financial statements.
Page 5
Ameron International Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In Thousands)
(Unaudited)
Note 1. Basis Of Presentation
Consolidated financial statements for the interim periods included herein are
unaudited; however, they contain all adjustments, including normal recurring
accruals, which in the opinion of management, are necessary to present fairly
the consolidated financial position of Ameron International Corporation (the
"Company" or "Ameron") at May 31, 2000, and its consolidated results of
operations for the three and six months ended May 31, 2000 and 1999, and cash
flows for the six months ended May 31, 2000 and 1999. Accounting measurements
at interim dates inherently involve greater reliance on estimates than at
year-end. Results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year.
The consolidated financial statements do not include certain footnote
disclosures and financial information normally included in consolidated
financial statements prepared in accordance with generally accepted accounting
principles and, therefore, should be read in conjunction with the consolidated
financial statements and notes included in Ameron's Annual Report on Form 10-K
for the year ended November 30, 1999.
Note 2. New Accounting Pronouncement
In 1998, Statement of Financial Accounting Standards No. 133 ("SFAS 133"),
"Accounting for Derivative Instruments and Hedging Activities," was issued.
Ameron is required to adopt SFAS 133 beginning December 1, 2000. The Company
is currently evaluating the impact of adopting SFAS 133.
Note 3. Inventories
Inventories are stated at the lower of cost (principally first-in,
first-out)or market. Inventories were comprised of the following:
May 31, Nov. 30,
2000 1999
-------- --------
Finished Products $ 60,508 $ 56,122
Products in Process 11,785 17,382
Materials and Supplies 18,686 21,984
-------- --------
Total Inventories $ 90,979 $ 95,488
======== ========
Note 4. Supplemental Disclosure of Cash Flow Information
Six Months Ended
May 31,
-------------------
2000 1999
-------- --------
Interest Paid $ 6,541 $ 6,585
Income Taxes Paid $ 4,546 $ 9,982
Page 6
Note 5. Unconsolidated Affiliated Companies
Operating results of affiliated companies, which were accounted for by the
equity method, were as follows:
Three Months Ended Six Months Ended
May 31, May 31,
------------------- -------------------
2000 1999 2000 1999
-------- -------- -------- --------
Net Sales $ 57,102 $ 52,012 $112,506 $100,224
Gross Profit $ 14,423 $ 15,536 $ 32,408 $ 30,645
Net Income $ 6,514 $ 8,165 $ 14,419 $ 16,528
Amounts shown above were the operating results of Ameron Saudi Arabia, Ltd.,
Bondstrand, Ltd. and Oasis-Ameron, Ltd. for the three and six months ended
March 31, 2000 and 1999 and TAMCO for the three and six months ended May 31,
2000 and 1999. Ameron's equity in earnings of affiliated companies is
included in other income.
Note 6. Earnings Per Share ("EPS")
Net income per basic share is computed on the basis of the weighted average
number of common shares outstanding each period. Net income per diluted share
is computed on the basis of the weighted average total of common shares
outstanding each period plus the effect of outstanding stock options,
excluding those that would be anti-dilutive, using the treasury stock method.
Following is a reconciliation of the weighted average number of shares used in
the computation of basic and diluted EPS:
Three Months Ended Six Months Ended
May 31, May 31,
-------------------- --------------------
2000 1999 2000 1999
--------- --------- --------- ---------
Basic Average Common
Shares Outstanding 3,983,479 4,006,798 3,987,695 4,006,798
Dilutive Effect of
Stock Options 3,844 12,472 7,393 12,472
--------- --------- --------- ---------
Diluted Average Common
Shares Outstanding 3,987,323 4,019,270 3,995,088 4,019,270
========= ========= ========= =========
Page 7
Note 7. Other Comprehensive Income
Comprehensive income was computed as follows:
Three Months Ended Six Months Ended
May 31, May 31,
------------------- -------------------
2000 1999 2000 1999
-------- -------- -------- --------
Net Income $ 6,189 $ 6,020 $ 7,140 $ 7,024
Foreign Currency Translation
Adjustment, Net of Tax (3,877) (1,054) (6,687) (3,783)
-------- -------- -------- --------
Comprehensive Income $ 2,312 $ 4,966 $ 453 $ 3,241
======== ======== ======== ========
Note 8. Debt
The Company's long-term debt consisted of the following:
May 31, Nov. 30,
2000 1999
-------- --------
Fixed-rate unsecured notes payable:
9.79%, payable in annual principal
installments of $12,000 $ 12,000 $ 12,000
7.92%, payable in annual principal
installments of $8,333, commencing in 2001 50,000 50,000
Variable-rate Industrial Development Bonds,
Payable in 2016 (4.35% at May 31, 2000) 7,200 7,200
Variable-rate unsecured bank revolving credit
facilities (approximately 6.61% at May 31, 2000) 90,013 77,144
Variable-rate unsecured bank loan, payable by a
consolidated subsidiary in Dutch guilders, with
annual principal installments of approximately
$553 (4.98% at May 31, 2000) 1,107 1,488
-------- --------
Total Long-Term Debt 160,320 147,832
Less Current portion ( 12,553) ( 12,595)
-------- --------
Long-Term Debt, Less Current Portion $147,767 $135,237
======== ========
Page 8
Note 9. Segment Information
The Company provides certain information about operating segments in
accordance with Statement of Financial Accounting Standards No. 131 ("SFAS
131"), "Disclosure about Segments of an Enterprise and Related Information."
In accordance with SFAS 131, the Company has determined that is has four
operating segments: The Performance Coatings & Finishes Group, the
Fiberglass-Composite Pipe Group, the Water Transmission Group, and the
Infrastructure Products Group. Each of these segments has a dedicated
management team and is managed separately, primarily because of differences in
products. Following is information related to each operating segment included
in, and in a manner consistent with, internal management reports:
Three Months Ended Six Months Ended
May 31, May 31,
------------------- -------------------
2000 1999 2000 1999
-------- -------- -------- --------
Sales
Performance Coatings & Finishes $ 47,758 $ 53,674 $ 89,458 $ 98,549
Fiberglass-Composite Pipe 27,503 26,680 49,080 49,701
Water Transmission 37,609 41,150 71,000 71,990
Infrastructure Products 27,401 28,269 52,132 52,626
Eliminations (100) (305) (134)
(499)
-------- -------- -------- --------
Total Sales $140,171 $149,468 $261,536 $272,367
======== ======== ======== ========
Income (Loss) Before Interest
and Income Taxes
Performance Coatings & Finishes $ 1,993 $ 3,636 $ 1,565 $ 3,669
Fiberglass-Composite Pipe 5,920 5,061 7,289 8,396
Water Transmission 3,203 6,518 7,710 9,257
Infrastructure Products 4,703 4,315 7,198 7,131
Corporate & Unallocated (4,755) (7,219) (8,154)
(11,197)
-------- -------- -------- --------
Total Income Before Interest
and Income Taxes $ 11,064 $ 12,311 $ 15,608 $ 17,256
======== ======== ======== ========
May 31, Nov. 30,
2000 1999
-------- --------
Assets
Performance Coatings & Finishes $138,564 $148,436
Fiberglass-Composite Pipe 128,271 117,561
Water Transmission 101,536 100,177
Infrastructure Products 59,616 57,208
Corporate & Unallocated 155,373 159,077
Eliminations (124,684)
(123,492)
-------- --------
Total Assets $458,676 $458,967
======== ========
Investments
Performance Coatings & Finishes $ 2,146 $ 2,136
Fiberglass-Composite Pipe 3,784 3,784
Water Transmission - -
Infrastructure Products - -
Corporate & Unallocated 14,876 17,126
-------- --------
Total Investments $ 20,806 $23,046
======== ========
Page 9
PART I. FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Ameron International Corporation and Subsidiaries
May 31, 2000
INTRODUCTION
Management's Discussion and Analysis should be read in conjunction with the
same discussion included in the Company's 1999 Annual Report on Form 10-K.
Reference should also be made to the financial statements included in this
Form 10-Q for comparative consolidated balance sheets and statements of income
and cash flows.
LIQUIDITY AND CAPITAL RESOURCES
During the six months ended May 31, 2000, the Company used $6.4 million of
cash for operating activities, principally for an increase in receivables, and
payments of accrued liabilities and income taxes.
Cash used in investing activities consisted of capital expenditures for normal
replacement and upgrades of machinery and equipment. Management estimates
that capital expenditures during fiscal 2000 will be between $15.0 million and
$25.0 million. Capital expenditures will be funded from existing cash
balances, cash generated from operations and existing lines of credit.
Cash and additional net borrowings of $13.5 million were used to finance
operations, for capital expenditures, for payment of common stock dividends of
$2.6 million and to purchase treasury stock of $0.9 million. Cash and cash
equivalents at May 31, 2000 totaled approximately $5.9 million, a decrease of
$4.7 million from November 30, 1999.
At May 31, 2000 the Company had approximately $102.0 million in unused
committed and uncommitted credit lines available from foreign and domestic
banks.
The Company believes that cash and cash equivalents on hand, anticipated cash
flows from operations and funds from existing lines of credit will be
sufficient to meet future operating requirements.
RESULTS OF OPERATIONS
Net sales for the quarter ended May 31, 2000 were $140.2 million, down from
$149.5 million in the second quarter 1999. Net sales for the six months ended
May 31, 2000 were $261.5 million, down from $272.4 million for the same period
in 1999. The decline in sales was principally due to lack of activity in
certain segments within the coatings industry. Earnings per diluted share for
the quarter increased to $1.55, compared to $1.50 for the second quarter of
1999. Earnings per diluted share for the six months ended May 31, 2000
totaled $1.79, compared to $1.75 for the same period of 1999. Higher earnings
were due primarily to the strength of Ameron's joint-venture companies and
lower interest expense and taxes.
Sales of the Water Transmission Group (formerly called the Concrete & Steel
Pipe Group) decreased about $3.5 million in the second quarter and $1.0
million in the six months ended May 31, 2000, compared to the same periods of
1999. Sales decreased because of a short-term decline in activity of the
water pressure-pipe market in the western United States. Profitability
decreased $3.3 million in the second quarter and $1.5 million in the six
months ended May 31, 2000, compared to
Page 10
the same periods of 1999, as a result of lower sales and unfavorable product
mix and plant utilization. The near-term outlook has improved for the Water
Transmission Group because of increased bidding activity.
Sales of the Company's worldwide Fiberglass-Composite Pipe business increased
$0.8 million in the second quarter and decreased $0.6 million in the six
months ended May 31, 2000, compared to the same periods of 1999. Sales
increased in the second quarter of 2000 because of the strong demand for oil
field piping, while sales and profits declined in the first six months of 2000
primarily because of higher sales of higher-margin,fuel-handling piping
associated with government-mandated conversions of gas stations in 1999.
Additionally, profits were impacted by costs of ramping up production to meet
the sharp rise in demand for oil field piping. Overall, the outlook for
Fiberglass-Composite Pipe is expected to improve in the second half of 2000.
Sales of the Performance Coatings & Finishes Group (formerly called the
Coatings Group) declined $5.9 million in the second quarter and $9.1 million
in the six months ended May 31, 2000, compared to the same periods of 1999.
The decrease was due primarily to the prolonged lack of activity in the
offshore and marine markets and the decline of the British manufacturing
sector. Profits declined primarily due to lower sales.
Sales of the Infrastructure Products Group (formerly called the Construction &
Allied Products Group) decreased $0.9 million in the second quarter and $0.5
million in the six months ended May 31, 2000, compared to the same periods of
1999. Profits remained flat despite the lingering impact of a strike in the
first quarter and by the overall sluggishness of construction spending in
Hawaii. Ameron's pole business made up much of the shortfall in Hawaii.
Selling, General and Administrative Expenses were higher in the second quarter
and flat for the six months ended May 31, 2000, compared to the same periods
of 1999, primarily due to higher customer claims in the second quarter
of 2000 and higher insurance and benefit costs in 1999.
Equity income increased to $3.9 million in the second quarter and $5.7 million
in the six months ended May 31, 2000, compared to $1.1 million and $3.3
million, respectively, for the same periods of 1999. The increase reflected
the continued strong performances of the Company's joint ventures.
The effective tax rate was 25% in the second quarter and six months ended May
31, 2000, compared to 32% for the same periods in 1999. The effective tax
rates give effect to the anticipated income taxes on income from domestic
operations and foreign operations and joint ventures which are taxed at rates
lower than the U.S. marginal tax rates.
Page 11
YEAR 2000
The Company's efforts to address Year 2000 ("Y2K") issues began in 1997. In
addressing the issues, the Company has employed a five-step process consisting
of 1) conducting a company-wide inventory, 2) assessing Y2K compliance, 3)
remediating non-compliant hardware and software, 4) testing remediated
hardware and software and 5) certifying Y2K compliance. Personnel from
operations and from functional disciplines, as well as information technology
professionals, were involved in the process. Outside consultants have also
been retained to participate in the inventory and assessment process, provide
support resources on a company-wide basis and minimize duplication of
efforts. Inventory and assessment activities are completed. The data are
continuously updated as new information becomes available, and we expect this
to continue. Remediation efforts are estimated to be complete. Communication
with customers and suppliers to determine the extent of their Y2K efforts is
an integral part of the program. Costs for Y2K efforts are not being
accumulated separately. The costs are being expensed or capitalized as part
of normal operations. Overall, such costs have not had and are not expected
to have a significant effect on the Company's financial position or results of
operations. In the event of the failure to correct all compliance issues
related to manufacturing control systems, the Company's plants have the
ability, in most instances, to continue operations mechanically, rather than
electronically.
Since January 1, 2000, the Company has not experienced any problems with
devices and raw materials manufactured and/or supplied by third parties.
There was no interruption in the Company's ability to manufacture and deliver
its products and transact business with its suppliers and customers. The
Company has received no notification from customers regarding Year 2000 issues
related to products it has sold. The Company continues to monitor its
systems, suppliers and products for any unanticipated issues that may arise.
Although the Company believes it has taken the appropriate steps to address
Y2K readiness, there is no guarantee that the Company's efforts will prevent a
material adverse impact on the results of operations and financial condition.
Item 3. Quantitative and Qualitative Market Risk Disclosure
No material changes have occurred in the quantitative and qualitative market
risk disclosure of the Company as presented in Ameron's Annual Report on Form
10-K for the year ended November 30, 1999.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Any of the above statements that refer to the Company's estimated or
anticipated future results are forward-looking and reflect the Company's
current analysis of existing trends and information. Actual results may differ
from current expectations based on a number of factors affecting Ameron's
businesses,including competitive conditions and changing market conditions.
Matters affecting the economy generally, including the state of economies
worldwide, can affect the Company's results. These forward-looking statements
represent the Company's judgment only as of the date of this report. Since
actual results could differ materially, the reader is cautioned not to rely on
these forward-looking statements. Moreover, the Company disclaims any intent
or obligation to update these forward looking statements.
Page 12
Part II. OTHER INFORMATION
Item 2. Changes in Securities
Terms of lending agreements place restrictions on cash dividends, stock
repurchases, borrowings, investments and guarantees and require maintenance of
specified minimum working capital. Under the most restrictive provisions of
these agreements, approximately $7.6 million of consolidated retained earnings
were not restricted at May 31, 2000.
Item 4. Submission of Matters to a Vote of Security Holders
The Company's Annual Meeting of Stockholders was held on March 22, 2000.
Represented at the meeting, in person or by proxy, were 3,647,023 shares of
common stock (91.3% of the total shares outstanding). Stockholders voted on
the following matters at this meeting:
1.Election of Directors
The three nominees for directors named in the Company's proxy statement,
Messrs. Peter K. Barker, John F. King, and John E. Peppercorn having received
the greatest number of votes cast, were re-elected to serve for another term
with each receiving not less than 3,561,431 votes.
Other directors whose terms of office continued after the meeting are: Stephen
W. Foss, J. Michael Hagan, Terry L. Haines, James S. Marlen and Alan L.
Ockene.
2.Proposal to Ratify the Appointment of Auditors
3,601,744 shares (98.7% of the shares represented at the meeting or 90.2% of
the shares outstanding) voted in favor of the proposal to ratify the
appointment of Deloitte & Touche LLP as independent public accountants of the
Company for fiscal year 2000. Of the shares represented at the meeting,
17,156 shares (0.4%) voted against the proposal.
3.Proposal to Amend the Ameron Nonemployee Director Stock Option Plan
3,308,209 (90.7% of the shares represented at the meeting and 82.9% of the
shares outstanding) voted in favor of the proposal to amend the Nonemployee
Director Stock Option Plan. Of the shares represented at the meeting, 218,450
(6.0%) voted against the proposal.
Item 6. Exhibits and Reports on Form 8-K
A Form 8-K was filed on March 23, 2000 to report the Company's financial
results for the first quarter ended February 29, 2000, as reported in press
a release dated March 22, 2000.
Page 13
Signature Page
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Ameron International Corporation
Date: July 15, 2000
/s/ Gary Wagner
_________________________________
Gary Wagner
Senior Vice President,
Chief Financial Officer
Page 14
Signature Page
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Ameron International Corporation
Date: July 15, 2000
_________________________________
Gary Wagner
Senior Vice President,
Chief Financial Officer
Page 14
