10-Q 1 0001.txt 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