-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D13mymKFMCwSDjFsCjmoIw5Zojwdy8EgOFaKNlK1DR/pAo1YUtnDnoF/e6908B95 uRRDIdOW45/zyJkVmHYy8A== 0000790730-97-000006.txt : 19970701 0000790730-97-000006.hdr.sgml : 19970701 ACCESSION NUMBER: 0000790730-97-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970626 ITEM INFORMATION: Other events FILED AS OF DATE: 19970630 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERON INTERNATIONAL CORP CENTRAL INDEX KEY: 0000790730 STANDARD INDUSTRIAL CLASSIFICATION: CONCRETE GYPSUM PLASTER PRODUCTS [3270] IRS NUMBER: 770100596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09102 FILM NUMBER: 97632178 BUSINESS ADDRESS: STREET 1: 245 S LOS ROBLES AVE CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 8186834000 FORMER COMPANY: FORMER CONFORMED NAME: AMERON INC/DE DATE OF NAME CHANGE: 19920703 8-K 1 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): 06-26-97 AMERON INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-9102 77-0100596 (State or other jurisdiction (Commission (I.R.S. 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 Item 5 Other Events. The attached announcement was released to the news media on June 26, 1997. 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 Date: June 27, 1997 By: /s/ Javier Solis Javier Solis Senior Vice President and Secretary June 26, 1997 For immediate release: Budget National and Analyst Wire Contacts: Gary Wagner, Senior Vice President, Chief Financial Officer, and Dan Stracner, Vice President, Public Affairs: 626/683-4000 NEWS RELEASE Ameron International reports improved second-quarter sales and earnings Pasadena, Calif.-Ameron International Corporation (NYSE: AMN) today reported improved earnings of $1.30 per share on sales of $131.5 million for its second quarter, which ended May 31, 1997. This compares to $1.09 cents per share on sales of $120.6 million for the same period in 1996. Year-to-date earnings were $1.53 per share on sales of $239.8 million, compared to $1.21 per share on sales of $232.4 million last year. James S. Marlen, chairman, president and chief executive officer, said that the quarterly and six-month increases were due primarily to the second straight quarter of substantially higher sales and earnings from Ameron's worldwide protective coatings business. Coatings sales volume continued to climb, in part because of Ameron's recent acquisitions of two businesses: Devoe marine coatings in October 1996 and Valspar maintenance coatings in March 1997. Ameron's global fiberglass pipe business also posted stronger earnings for the quarter and first half. Centron International, a high-pressure fiberglass pipe manufacturer acquired by Ameron in January 1996, made a substantive contribution. Compared to last year's near-record performance, Ameron's domestic concrete and steel pipe business reported lower sales and earnings for the quarter and six months, chiefly because of weather-related delays in the first quarter and the timing of deliveries in the second quarter. However, the business entered the third quarter with a very strong backlog, and the conversion of backlog into sales is now accelerating. Second-half results for concrete and steel pipe are expected to improve. Ameron's construction products business in Hawaii remained profitable, but reported lower quarterly and year-to-date results because of the ongoing low level of construction in Hawaii. Ameron International Corporation is a multinational manufacturer of highly engineered products for the construction, industrial, chemical and energy markets. The company operates businesses in North America, Latin America, Europe and Asia. Ameron is a leading producer of fiberglass, concrete and steel pipe systems; high-performance coatings; and other specialized construction products. Ameron International Corporation Consolidated Statements of Income Second Quarter Ended May 31, (in thousands except share and per share data) 1997 1996 --------- --------- Sales $131,525 $120,632 Cost of Sales 96,317 89,780 --------- --------- Gross Profit 35,208 30,852 Selling, General and Administrative Expenses 26,449 23,626 --------- --------- Operating Profit 8,759 7,226 Royalty, Equity and Other Income 2,326 2,132 --------- --------- Income before Interest and Income Taxes 11,085 9,358 Interest, net 3,098 2,666 --------- --------- Income before Income Taxes 7,987 6,692 Income Taxes 2,717 2,342 --------- --------- Net Income $ 5,270 $ 4,350 ========= ========= Per Share (based on average of 4,069,733 shares in 1997 and 3,978,323 shares in 1996): Net Income $ 1.30 $ 1.09 ========= ========= Cash Dividends Paid $ .32 $ .32 ========= ========= Ameron International Corporation Consolidated Statements of Income Six Months Ended May 31, (in thousands except share and per share data) 1997 1996 --------- --------- Sales $239,786 $232,384 Cost of Sales 176,895 176,169 --------- --------- Gross Profit 62,891 56,215 Selling, General and Administrative Expenses 52,732 47,449 --------- --------- Operating Profit 10,159 8,766 Royalty, Equity and Other Income 4,945 4,104 --------- --------- Income before Interest and Income Taxes 15,104 12,870 Interest, net 5,554 5,447 --------- --------- Income before Income Taxes 9,550 7,423 Income Taxes 3,342 2,598 --------- --------- Net Income $ 6,208 $ 4,825 ========= ========= Per Share (based on average of 4,069,733 shares in 1997 and 3,978,323 shares in 1996): Net Income $ 1.53 $ 1.21 ========= ========= Cash Dividends Paid $ .64 $ .64 ========= ========= Ameron International Corporation Consolidated Statements of Cashflow Six Months Ended May 31, (in thousands) 1997 1996 --------- --------- Operating Activities Net Income $ 6,208 $ 4,825 Adjustments to reconcile net income to net cash 9,402 9,073 Changes in operating assets and liabilities (36,419) (2,266) --------- --------- Cash Provided (Used) By Operations (20,809) 11,632 Investing Activities Proceeds from sale of assets 355 486 Additions to property, plant and equipment, and Acquisitions (11,496) (16,207) Other, net (1,518) (1,090) --------- --------- Cash used by investing activities (12,659) (16,811) Financing Activities Short and long-term borrowings, net 31,275 7,245 Dividends on common stock (2,561) (2,534) Other, net 628 83 --------- --------- Cash provided by financing activities 29,342 4,794 Effect of exchange rate changes on cash (354) (260) --------- --------- Net change in cash $ (4,480) $ (645) ========= ========= Ameron International Corporation Consolidated Balance Sheets (in thousands) May 31, November 30, 1997 1996 --------- --------- ASSETS Current Assets Cash and equivalents $ 13,901 $ 18,381 Receivables, net 106,743 105,534 Inventories 107,553 84,971 Other 15,309 14,737 --------- --------- Total current assets 243,506 223,623 Investments and Advances - Affiliated Companies 33,949 33,722 Property, Plant and Equipment, net 125,853 125,687 Other Assets 29,659 28,634 --------- --------- Total Assets $432,967 $411,666 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Short-term borrowings $ 815 $ 1,242 Current portion of long-term debt 17,677 17,753 Trade payables 35,677 36,715 Accrued liabilities and other 36,321 46,055 --------- --------- Total current liabilities 90,490 101,765 Long-Term Debt, less current portion 142,863 112,598 Other Liabilities 54,346 52,505 --------- --------- Total Liabilities 287,699 266,868 Stockholders' Equity Common stock 12,941 12,895 Additional paid-in capital 16,794 16,212 Retained earnings 160,968 157,321 Cumulative translation adjustments (2,656) 1,149 Treasury stock (42,779) (42,779) --------- --------- Total Stockholders' Equity 145,268 144,798 --------- --------- Total Liabilities and Stockholders' Equity $432,967 $411,666 ========= ========= -----END PRIVACY-ENHANCED MESSAGE-----