<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): 9-21-00
AMERON INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-9102 7-0100596
(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
245 South Los Robles Ave., Pasadena, California 91101
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(626) 683-4000
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Item 5. Other Events
The attached announcement was released to the news media on September 21, 2000
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERON INTERNATIONAL CORPORATION
By: --------------------------------
Javier Solis
Senior Vice President, Secretary
Date: September 27, 2000
<PAGE>
AMERON INTERNATIONAL REPORTS
STRONG THIRD-QUARTER EARNINGS
PASADENA, Calif. Ameron International Corporation (NYSE: AMN) today
reported results for the third quarter ended August 31, 2000: Earnings per
diluted share totaled $2.02 on sales of $133.1 million, compared to earnings
of $1.98 per share on sales of $138.8 million for the third quarter of fiscal
1999.
Earnings for the nine months ended August 31, 2000 totaled $3.81 per
share on sales of $394.6 million, compared to $3.74 per share on sales of
$411.2 million for the same period in 1999.
James Marlen, Ameron's Chairman, President and Chief Executive Officer,
stated, "Ameron's third-quarter performance was encouraging, matching
expectations and the strong prior-year results. Solid performances by the
Fiberglass-Composite Pipe and Infrastructure Products Groups and joint
ventures in the U.S. and Saudi Arabia contributed to Ameron's strong
third-quarter earnings. Sales in the third quarter were down from 1999 due to
the continued slow recovery in certain markets served by the Performance
Coatings & Finishes Group and the antiicipated period of lower activity for
the Water Transmission Group. Excluding the impact of foreign exchange
fluctuations, sales would have been flat in the third quarter. Year- to-date
sales would have been over $10 million higher in 2000 had exchange rates
remained at 1999 levels."
The Fiberglass-Composite Pipe Group had higher sales and income in the
third quarter due to the demand for oil field piping and the continued
strength of Ameron's Asian operations.
The Water Transmission Group had lower sales and profits in the third
quarter of 2000 than in the same period last year due to the anticipated
decline in the water pressure-pipe market in the western U.S. The fourth
quarter is expected to improve based on current backlog and the scheduled
timing of projects. Bidding activity is increasing, and backlogs are
forecasted to increase early in 2001.
Third-quarter sales and income for the Infrastructure Products Group
were higher than in the third-quarter of last year. A decline in pole sales
was offset by an improvement of Hawaiian operations.
The Performance Coatings & Finishes Group had lower sales and profits
than in the third quarter of 1999 due to the slower than expected recovery in
key offshore and marine markets. Additionally, Ameron's operations in the
U.K. were adversely
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impacted by the depressed U.K. manufacturing sector, caused by the strength
of the British pound relative to the euro.
James Marlen concluded, "We continue to believe that full-year results
in 2000 should exceed the record level of 1999. The market improvements
needed for Performance Coatings & Finishes are beginning, and improvements
already experienced by Fiberglass-Composite Pipe should continue.
Infrastructure Products should remain solid, and the increased activity of
Water Transmission bodes well for the fourth quarter. Ameron's joint-venture
operations are also expected to continue to perform well."
Ameron International Corporation ("Ameron" or "the Company") is a
multinational manufacturer of highly-engineered products and materials for
the chemical, industrial, energy, transportation and infrastructure markets.
Traded on the New York Stock Exchange (AMN), Ameron is a leading producer of
water transmission lines; high- performance coatings and finishes for the
protection of metals and structures; fiberglass-composite pipe for
transporting oil, chemicals and corrosive fluids and specialized materials
and products used in infrastructure projects. The Company operates businesses
in North America, South America, Europe, Australasia and Asia. It also
participates in several joint-venture companies in the U.S., Saudi Arabia,
Kuwait, Egypt and Mexico.
Cautionary statement for purposes of the "Safe Harbor" provisions of The
Private Securities Litigation Reform Act of 1995: Any statements in this
report that refer to Ameron's estimated or anticipated future results are
forward-looking and reflect the Company's current analysis of existing trends
and information. Actual results may differ from current expectations based on
a number of factors affecting Ameron's businesses, including competitive
conditions and changing market situations. Matters affecting the economy
generally, including the state of worldwide, can affect Ameron's results.
Forward-looking statements represent the Company's judgment only as of the
date of this report. Since actual results could differ materially, the reader
is cautioned not to rely on these forward-looking statements. Moreover,
Ameron disclaims any intent or obligation to update these forward-looking
statements.
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Ameron International Corporation
Consolidated Statements of Income
Third Quarter Ended August 31,
(In thousands, except share and per share data)
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
--------- ---------
<S> <C> <C>
Sales $ 133,094 $ 138,795
Cost of Sales (100,280) (100,708)
--------- ---------
Gross Profit 32,814 38,087
Selling, General and
Administrative Expenses (25,774) (26,700)
Royalty, Equity and Other Income 6,515 3,804
--------- --------
Income before Interest and
Income Taxes 13,555 15,191
Interest Expense, Net (2,914) (3,446)
--------- --------
Income before Income Taxes 10,641 11,745
Provision for Income Taxes (2,660) (3,759)
--------- --------
Net Income $ 7,981 $ 7,986
========= ========
Net Income Per Basic Share
(Based on Weighted Average Shares
Outstanding of 3,929,342 Shares
in 2000 and 3,991,912 Shares
in 1999) $ 2.02 $ 2.00
========= ========
Net Income Per Diluted Share
(Based on Diluted Common Shares
Outstanding of 3,935,857 Shares
in 2000 and 4,024,412 Shares
in 1999) $ 2.02 $ 1.98
========= =========
Cash Dividends Paid $ .32 $ .32
========= ========
</TABLE>
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Ameron International Corporation
Consolidated Statements of Income
Nine Months Ended August 31,
(In thousands, except share and per share data)
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
--------- ---------
<S> <C> <C>
Sales $ 394,630 $ 411,162
Cost of Sales (296,567) (302,635)
--------- ---------
Gross Profit 98,063 108,527
Selling, General and Administra-
tive Expenses (84,668) (86,003)
Royalty, Equity and Other Income 15,768 9,923
--------- ---------
Income before Interest and
Income Taxes 29,163 32,447
Interest Expense, Net (9,002) (10,373)
--------- ---------
Income before Income Taxes 20,161 22,074
Provision for Income Taxes (5,040) (7,064)
--------- ---------
Net Income $ 15,121 $ 15,010
========= =========
Net Income Per Basic Share
(Based on Weighted Average
Shares Outstanding of 3,968,244
Shares in 2000 and 3,997,679
Shares in 1999)
$ 3.81 $ 3.75
========= =========
Net Income Per Diluted Share
(Based on Diluted Common Shares
Outstanding of 3,975,344 Shares
in 2000 and 4,016,818 Shares
in 1999) $ 3.81 $ 3.74
========= =========
Cash Dividends Paid $ .96 $ .96
========= =========
</TABLE>
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Ameron International Corporation
Condensed Consolidated Statements of Cash Flows
Nine Months Ended August 31,
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
--------- ---------
<S> <C> <C>
Operating Activities
Net Income $ 15,121 $ 15,010
Adjustments to Reconcile Net Income
to Net Cash Provided by Operations 15,750 16,477
Changes in Operating Assets
and Liabilities (26,248) 2,572
--------- ---------
Net Cash Provided by Operations 4,623 34,059
Investing Activities
Proceeds from Sale of Assets 309 1,790
Additions to Property, Plant
and Equipment (13,479) (11,901)
Other, Net - ( 3,755)
--------- ---------
Net Cash Used in Investing Activities (13,170) (13,866)
Financing Activities
Short and Long-Term Borrowings, Net 14,896 (21,167)
Dividends on Common Stock (3,811) (3,835)
Purchase of Treasury Stock (2,885) (1,415)
--------- ---------
Net Cash Provided by (Used In)
Financing Activities 8,200 (26,417)
Effect of Exchange Rate Changes on
Cash and Cash Equivalents (632) (477)
--------- ---------
Net Change in Cash and Cash Equivalents $ (979) $ (6,701)
========= =========
</TABLE>
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Ameron International Corporation
Consolidated Balance Sheets
(In thousands)
<TABLE>
<CAPTION>
August 31,
2000 November 30,
(Unaudited) 1999
----------- ------------
<S> <C> <C>
ASSETS
Current Assets
Cash and Cash Equivalents $ 9,542 $ 10,521
Receivables, Net 134,441 118,900
Inventories 91,881 95,488
Other Current Assets 17,830 17,745
----------- ---------
Total Current Assets 253,694 242,654
Investments and Advances -
Affiliated Companies 21,633 23,046
Property, Plant and Equipment, Net 145,675 149,597
Other Assets 46,645 43,670
----------- ---------
Total Assets $ 467,647 $ 458,967
=========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Short-Term Borrowings $ 4,141 $ 3,479
Current Portion of Long-Term Debt 12,527 12,595
Trade Payables 36,591 36,667
Accrued Liabilities 44,852 43,552
Income Taxes Payable 12,867 18,848
----------- ---------
Total Current Liabilities 110,978 115,141
Long-Term Debt, Less Current Portion 147,892 135,237
Other Long-Term Liabilities 30,472 30,469
----------- ---------
Total Liabilities 289,342 280,847
Stockholders' Equity
Common Stock 13,007 13,007
Additional Paid-In Capital 17,857 17,857
Retained Earnings 215,646 204,336
Accumulated Other Comprehensive
Loss (21,126) (12,886)
Treasury Stock (47,079) (44,194)
----------- ---------
Total Stockholders' Equity 178,305 178,120
----------- ---------
Total Liabilities and
Stockholders' Equity $ 467,647 $ 458,967
=========== =========
</TABLE>
