-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ZvQSPHXMUFYWgxVbxAOuhN4gtFC9JXSwBZwPJCHfYVdU6Q9a57NTGMMJrz7ECpGK eOjWqVyFmVBwlMNusVQudQ== 0000912057-95-000950.txt : 19950301 0000912057-95-000950.hdr.sgml : 19950301 ACCESSION NUMBER: 0000912057-95-000950 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950327 FILED AS OF DATE: 19950224 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERON INC/DE CENTRAL INDEX KEY: 0000790730 STANDARD INDUSTRIAL CLASSIFICATION: CONCRETE PRODUCTS, EXCEPT BLOCK & BRICK [3272] IRS NUMBER: 770100596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09102 FILM NUMBER: 95514990 BUSINESS ADDRESS: STREET 1: 245 SOUTH LOS ROBLES AVENUE CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 8186834000 DEF 14A 1 DEF 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant / / 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 Section 240.14a-11(c) or Section 240.14a-12 AMERON, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) AMERON, INC. - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. / / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). / / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------ 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): ------------------------------------------------------------------------ 4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------ 5) Total fee paid: ------------------------------------------------------------------------ / / 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: ------------------------------------------------------------------------ 2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------ 3) Filing Party: ------------------------------------------------------------------------ 4) Date Filed: ------------------------------------------------------------------------ [LOGO] AMERON, INC. 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, Inc. a Delaware corporation (the "Company") will be held at The Pasadena Hilton Hotel, 150 South Los Robles Ave., Pasadena, California, on Monday, March 27, 1995 at 10:00 a.m. for the following purposes: 1. To elect four directors, one to hold office for a term of two years and three to hold office for a term of three years or until their successors are elected and qualified. 2. To ratify the appointment of Arthur Andersen LLP as independent public accountants of the Company for fiscal year 1995. 3. To approve the Ameron, Inc. 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 10, 1995 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. JAVIER SOLIS SECRETARY FEBRUARY 24, 1995 AMERON, INC. CORPORATE OFFICES: 245 SOUTH LOS ROBLES AVE., PASADENA, CALIFORNIA 91101 FEBRUARY 24, 1995 PROXY STATEMENT This proxy statement is furnished in connection with the solicitation of proxies for use at the Annual Meeting of Stockholders of Ameron, Inc. (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 24, 1995. 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. You are requested to 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 directors and FOR each of the proposals described herein. 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 10, 1995. On such date, there were issued, outstanding and entitled to vote at the Annual Meeting, 3,939,725 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 four 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 Arthur Andersen LLP as independent public accountants of the Company for fiscal year 1995 and for the approval of the Ameron, Inc. 1994 Nonemployee Director Stock Option 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. ELECTION OF DIRECTORS (PROXY ITEM 1) The Bylaws of the Company presently provide for nine (9) directors, divided into three classes. Four directors are to be elected at the 1995 Annual Meeting. Lawrence R. Tollenaere and F. H. Fentener van Vlissingen were elected to their present term of office at the Company's 1992 Annual Meeting of Stockholders. J. Michael Hagan was appointed to the Company's Board of Directors on November 21, 1994 and joined Lawrence R. Tollenaere and F. H. Fentener van Vlissingen as a Class III director. Class III directors will serve until the 1998 Annual Meeting of Stockholders or until their respective successors have been elected and qualified. Mr. A. Frederick Gerstell was appointed to the Company's Board of Directors effective February 2, 1995 and joined John F. King and Richard J. Pearson as a Class II director. Class II directors will serve until the 1997 Annual Meeting of Stockholders or until their successors have been elected and qualified. The persons appointed as proxy holders in the enclosed form of proxy will, unless authority is withheld, vote for the election of the four nominees proposed by the Board of Directors, all of whom are presently directors of the Company or, in their discretion cumulate votes in favor of one or more such nominees. 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. 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 sees fit. The following information shows for each of the four incumbent nominees proposed by the Board of Directors for election to the office of director at this year's Annual Meeting, and for each director whose term continues, his name, age, and principal occupation or employment during the past five years, the name of the company or other organization, if any, in which such occupation or employment is carried on, the period during which such person has served as a director of the Company, the year in which each continuing director's present term as director expires and directorships held in other companies with a class of securities registered pursuant to Section 12 of The Exchange Act. 1995 NOMINEES FOR DIRECTOR A. FREDERICK GERSTELL. Chairman of the Board, President and Chief Executive Officer of CalMat Co. since 1991, President and Chief Executive Officer since 1988. Age 57. He has been a director of the Company since February 2, 1995. J. MICHAEL HAGAN. Chairman of the Board and Chief Executive Officer of Furon Company since 1991. He previously served as President from 1980. Age 55. He has been a director of the Company since November 21, 1994. LAWRENCE R. TOLLENAERE. Retired Chairman of the Board, Ameron, Inc., with which he was employed in a succession of executive capacities since 1950. Director of Avery Dennison, Newhall Land and Farming Company, Pacific Mutual Life Insurance Company and The Parsons Corporation. Age 72. He has been a director of the Company since 1962. F. H. FENTENER VAN VLISSINGEN. President and Executive Director, Flint Holding N.V., St. Maarten, Netherlands Antilles, a private investment company. Director of SHV Holdings N.V., St. Maarten Netherlands Antilles, of which company he was Chief Executive Officer from 1975 to 1984. Also Director of Akzo Nobel N.V., Koninklijke Gist-Brocades N.V., CSM N.V., N.V. Samenwerkende Elektriciteits-Produktiebedrijven, Draka Holding N.V., Lips United B.V., ABN AMRO Holding N.V. and Unilever N.V., all in The Netherlands, Unilever PLC in the U.K., and Disfood A.G. in Switzerland. Age 61. He has been a director of the Company since 1972. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THESE NOMINEES AND THE ENCLOSED PROXY CARD WILL BE SO VOTED UNLESS YOU SPECIFY OTHERWISE. 2 CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 1996 ANNUAL MEETING DONALD H. ALBRECHT. President and Chief Executive Officer, The Terramics Companies and Rivermeadows Corporation. Age 66. He has been a director of the Company since 1982. VICTOR K. ATKINS. Retired President, Lips Propellers, Inc. Director of Smith Barney World Funds. Age 73. He has been a director of the Company since 1965. JAMES S. MARLEN. Chairman of the Board of Ameron, Inc. since January 1995, President and Chief Executive Officer since June 1993. Formerly Vice President GenCorp. Inc. and President, GenCorp Polymer Products, a subsidiary of GenCorp., Inc. of Akron, Ohio since 1988. Age 53. He has been a director of the Company since 1993. CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 1997 ANNUAL MEETING JOHN F. KING. Consultant, Union Bank of Switzerland and Holmes Hally Industries. Formerly Chairman of the Board and Chief Executive Officer, World Trade Bank. Director of Glendale Federal Bank. Age 61. He has been a director of the Company since 1986. RICHARD J. PEARSON. Retired President, Chief Operating Officer, Avery Dennison. Director of Ducommun, Inc., M&R Screen Printing and Seidler Capital. Age 69. He has been a director of the Company since 1981. THE BOARD AND ITS COMMITTEES The Board has standing committees, with duties and with 1994 membership and number of meetings for each as shown below. Effective December 31, 1994, Mr. Robert Toxe, who has been a director of the Company since 1988, retired from the Board and Committees on which he served to pursue personal interests. Effective February 2, 1995, Mr. William I. McKay, who has been a director of the Company since 1985, retired from the Board and Committees on which he served to pursue personal interests. AUDIT COMMITTEE Two meetings held during 1994 MEMBERS: Donald H. Albrecht, Chairman John F. King Robert Toxe F. H. Fentener van Vlissingen 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 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 COMPENSATION & STOCK OPTION COMMITTEE Two meetings held during 1994 MEMBERS: Richard J. Pearson, Chairman Victor K. Atkins William I. McKay 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. EXECUTIVE COMMITTEE No meetings held during 1994 MEMBERS: James S. Marlen, Chairman Donald H. Albrecht Richard J. Pearson 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. FINANCE COMMITTEE No meetings held during 1994 MEMBERS: Victor K. Atkins, Chairman Donald H. Albrecht John F. King James S. Marlen William I. McKay 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. NOMINATING COMMITTEE Three Meetings held during 1994 MEMBERS: Richard J. Pearson, Chairman Donald H. Albrecht John F. King James S. Marlen 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 com- munications can be addressed to the Nominating Committee, c/o the Secretary of the Company.
The Board of Directors met a total of 6 times in 1994 and all directors, except Messrs. Toxe and van Vlissingen, 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. 4 COMPENSATION OF DIRECTORS AND RETIREMENT POLICIES Directors who were not officers or employees of the Company received an annual retainer of $19,000 plus $1,400 for each Board meeting attended. 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 $650 per meeting was paid. The fee was paid to each director who attended and actively participated. Any director, whether or not a regular member of a committee, was entitled to attend and participate. Chairmen of committees received an additional $50 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 1994. On February 1, 1995 the Board of Directors unanimously approved a policy establishing the mandatory retirement date of each member of the Board as the date of Annual Meeting of the Stockholders of the Company next following his or her 72nd birthday. For transitional purposes, directors who were as of February 1, 1995 beyond the mandatory retirement date may continue to serve as directors until their successors are elected by the Stockholders of the Company or appointed by the Board of Directors, and shall retire as soon as their respective successors are appointed or elected; and where there is more than one director beyond the mandatory retirement date, the eldest director shall retire first. 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 Arthur Andersen LLP, as independent public accountants to examine the Company's financial statements for its fiscal year ending November 30, 1995. This firm has served as independent public accountants for the Company for many years. It 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 Arthur Andersen 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 ARTHUR ANDERSEN LLP AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR 1995 AND THE ENCLOSED PROXY CARD WILL BE SO VOTED UNLESS YOU SPECIFY 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, 1995 will be permitted to stand unless the Board finds other good reason for making a change. 5 1994 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN (PROXY ITEM 3) INTRODUCTION In order to enhance the Company's ability to attract and retain well qualified directors who are not also employees of the Company ("Nonemployee Directors") and to encourage the acquisition, by such directors, of Common Stock of the Company, the Board of Directors adopted the 1994 Director Stock Option Plan on June 27, 1994, the ("1994 Plan"). The 1994 Plan will make 120,000 shares of the Company's Common Stock available for options to Nonemployee Directors. Options under the 1994 Plan will not qualify as incentive stock options under Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"). 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 Each year, on the first business day following the date of the Annual Meeting of Stockholders, beginning with the 1995 Annual meeting (the "Date of Grant"), each Nonemployee Director shall automatically be granted an option to purchase 1,000 shares of Common Stock under the 1994 Plan. Of the nine directors currently on the Board, eight directors, Messrs. Albrecht, Atkins, Gerstell, Hagan, King, Pearson, Tollenaere and Van Vlissingen are presently Nonemployee Directors. Thus, if the 1994 Plan is approved by the stockholders, immediately after the Annual Meeting, these directors will each be automatically issued an option to purchase 1,000 shares of the Company's Common Stock. The Board has the right, as discussed below, to terminate or amend the plan, and to make certain adjustments in the number and type of shares covered by the plan in the event of certain transactions involving the Company. All determinations and decisions regarding the administration of the 1994 Plan will be made by the entire Board. The option price at which Common Stock may be purchased upon the exercise of options granted under the 1994 Plan shall be the fair market value of the Common Stock on the date the option is granted. Options granted under the 1994 Plan shall 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, 6 except upon retirement in accordance with any policy of the Board relating to age, death or disability. Upon such retirement, the Nonemployee Director's options shall be 100% exercisable and shall expire upon the Expiration Date. 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 duration of the 1994 Plan, or (v) materially increase the benefits accruing to the recipients of options granted under the 1994 Plan. 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. CONCLUSION 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 and is qualified in its entirety by reference to the 1994 Plan itself, a complete copy of which is attached as Exhibit A to this Proxy Statement. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE 1994 PLAN AND THE ENCLOSED PROXY CARD WILL BE SO VOTED UNLESS YOU SPECIFY OTHERWISE. 7 NEW PLAN BENEFITS 1994 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
# OF SECURITIES DOLLAR UNDERLYING NONEMPLOYEE DIRECTORS VALUE($) UNITS - --------------------------- ------------ -------------- Donald H. Albrecht * ** Victor K. Atkins * ** A. Frederick Gerstell * ** J. Michael Hagan * ** John F. King * ** Richard J. Pearson * ** Lawrence R. Tollenaere * ** F. H. Fentener van Vlissingen * ** * The value of an option is equal to the difference between the market price of the Company's Common Stock on the date of exercise and the market price of the Company's Common Stock on the date of grant, multiplied by the number of shares as to which the option is exercisable. No options have been granted under the 1994 Plan and therefore, there is no way to determine what the future value will be. ** The 1994 Plan provides for automatic annual grants of options to purchase 1,000 shares of Common Stock to Nonemployee Directors.
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.
NAME AND ADDRESS OF SHARES OF STOCK BENEFICIAL OWNER BENEFICIALLY OWNED/AS OF PERCENT - --------------------------- ------------------------ ----------- Taro Iketani 306,396/Dec. 22, 1994 7.77 Funakawara 18, Ichigaya Shinjuku-ku Tokyo, Japan Neuberger & Berman 242,900/Feb. 10, 1995 6.17 11 Broadway New York, NY F. H. Fentener van 197,736(1)/Dec. 15, 1994 5.02 Vlissingen Prinsengracht 963 1017 KL Amsterdam, The Netherlands (1) Mr. van Vlissingen holds voting power on and has a beneficial interest in these shares, all of which are held by Disfood B.V.
8 SECURITY OWNERSHIP OF MANAGEMENT As of February 2, 1995, 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:
SHARES OF STOCK VESTED SHARES RIGHTS TO ACQUIRE BENEFICIALLY HELD IN TRUST BENEFICIAL NAME OWNED(1) UNDER 401(K) PLAN OWNERSHIP(2) PERCENT - --------------------------- -------------- ----------------- ----------------- ------- DIRECTORS AND NOMINEES: Donald H. Albrecht 0 0 0 * Victor K. Atkins 6,000 0 0 * A. Frederick Gerstell 0 0 0 * J. Michael Hagan 200 0 0 * John F. King 300 0 0 * Richard J. Pearson 600(3) 0 0 * Lawrence R. Tollenaere 143,115(4) 702 21,000 3.65 (5) F. H. Fentener van Vlissingen 197,736(6) 0 0 5.02 NAMED EXECUTIVE OFFICERS: James S. Marlen 33,000 26 7,500 * Javier Solis 37 615 1,750 * Gary Wagner 105(7) 422 3,500 * Gordon G. Robertson 0 463 1,500 * George J. Fischer 0 399 2,125 * DIRECTORS AND OFFICERS AS A GROUP (INCLUDING THOSE ABOVE) 381,093 2,805 38,925 9.74 (8) (1) Direct ownership except as otherwise noted. (2) Represents shares subject to options which could be exercised by April 1, 1995 by the named individuals or the group pursuant to the 1982 Stock Option Plan and the 1992 Incentive Stock Compensation Plan. (3) Shares held in Pearson Family Trust, a living trust. (4) Includes 600 shares owned by his wife, and 10,450 shares owned jointly with his wife. (5) If the 21,000 shares subject to exercisable options held by Mr. Tollenaere were included in the total amount of shares outstanding, then the percentage of Common Stock owned by Mr. Tollenaere would be 4.50%. (6) See Note (1) under Security Ownership of Certain Beneficial Owners. (7) 100 of these shares are owned jointly with his wife. (8) If the 38,925 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 10.62%. * 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 and Exchange Commission 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, 1994, its officers and directors complied with all Section 16(a) filing requirements. 9 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, 1994. SUMMARY COMPENSATION TABLE
(E) (G) (A) OTHER NUMBER OF NAME ANNUAL (F) SECURITIES (I) AND COMPEN- RESTRICTED UNDERLYING (H) ALL OTHER PRINCIPAL (B) (C) (D) SATION(2) STOCK OPTIONS/ LTIP COMPEN- POSITION YEAR SALARY($)(1) BONUS($)(1) ($) AWARDS($) SARS(#) PAYOUTS($) SATION($)(2) - ------------------------- ---- ----------- ----------- ----------- ----------- -------------- ---------- ------------- James S. Marlen 1994 416,154 325,000 96,397(3) -- 65,000 0 9,672(5) Chairman, President 1993 187,154 150,758 104,435 (4) 15,000 0 600,000(6) & Chief Executive 1992(7) -- -- -- -- -- -- -- Officer Javier Solis 1994 158,538 60,000 0 0 11,842 0 4,398(5) Senior Vice 1993 142,755 35,245 0 0 2,000 0 4,146 President of 1992 138,346 10,000 -- 0 0 0 -- Administration, Secretary and General Counsel Gary Wagner, Senior 1994 124,808 60,000 0 0 11,842 0 3,565(5) Vice President & 1993 95,000 30,000 0 0 500 0 2,975 Chief Financial 1992 90,138 0 -- 0 0 0 -- Officer, Treasurer Gordon G. Robertson 1994 123,269 45,000 0 0 2,000 0 2,732(5) Senior Vice 1993 111,083 25,391 0 0 2,000 0 3,373 President, 1992 93,052 0 -- 0 0 0 -- Technology George J. Fischer 1994 116,827 45,000 0 0 2,500 0 4,376(5) Senior Vice 1993 98,200 30,000 0 0 0 0 3,656 President, 1992 96,400 0 -- 0 0 0 -- Human Resources (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 FY1994. (2) Under SEC phase-in rules, information for years ending prior to December 15, 1992 is not required to be disclosed in Columns (e) and (i). (3) $45,000 of this amount represents a housing subsidy and $27,485 represents the cost of a furnished condominium leased by the Company. Refer to Employment Agreement Section below. (4) Mr. Marlen held 11,250 shares of restricted stock valued at $365,625 on November 30, 1994 (5) Amounts in this column represent: (a) Contributions by the Company to the 401(K) Savings Plan for: James S. Marlen, $5,105; Javier Solis, $4,224; Gary Wagner, $3,463; Gordon G. Robertson, $2,282; and George J. Fischer, $3,341. (b) Above-market interest calculated (but not paid or payable) on deferred compensation: James S. Marlen, $4,279 and George J. Fischer, $333. (c) The dollar value of insurance premiums paid by the Company during the fiscal year for term life insurance: James S. Marlen, $288; Javier Solis, $174; Gary Wagner, $102; Gordon G. Robertson, $450; and George J. Fischer, $702. (6) Refer to Employment Agreement section below. (7) Mr. Marlen was not an Executive Officer of the Company during 1992.
10 EMPLOYMENT AGREEMENT In connection with Mr. Marlen's employment as Chairman, President and Chief Executive Officer, the Company entered into a three-year employment agreement with him commencing in June 1993. Under that agreement, Mr. Marlen is entitled to an annual base salary of not less than $400,000 with an opportunity for future merit increases based on annual reviews by the Board of Directors, with participation in the Company's Management Incentive Compensation Plan ("MICP") and other executive compensation and benefit plans. He was guaranteed a minimum bonus award of $100,000 for fiscal year 1993 under the MICP, and was guaranteed a minimum bonus of 40% of base compensation for fiscal year 1994. The agreement also provided for the grant of 15,000 shares of restricted stock and an additional 15,000 shares of the Company's Common Stock in the form of a stock option with a five-year vesting schedule when he joined the Company. He was paid a lump sum cash amount of $600,000 to compensate him for stock and bonuses left behind from his previous employment and as an incentive for him to join the Company. He was entitled to the rent-free use of a furnished condominium leased by the Company until he obtained permanent housing but not to exceed one year, reimbursement of costs incidental to the sale of his former residence in Ohio and his purchase of a new residence in the Southern California area, with tax gross-up so as to result in no tax impact on these benefits. He is entitled to a housing subsidy of $5,000 per month for three years to offset the increased costs of Southern California housing. In October 1993 the Company purchased his former residence in Ohio based on the average of three current market value appraisals. Mr. Marlen is entitled to pension benefits that he left behind at his previous employment. In addition he is entitled to separate pension benefits under the Company's pension plans with vesting to coincide with commencement of his employment with the Company in June 1993. In the event that Mr. Marlen is terminated without cause, or in the event of nonrenewal of his employment agreement, Mr. Marlen would be entitled to a severance benefit equal to his then current base salary plus the highest bonus received during the contract period times a factor of three. In the event of his death or long-term disability while employed, or termination for reasons other than cause, including change of control, all stock awards will become fully vested and he will become entitled to vested pension benefits plus three years of additional service credit. In the event that he is terminated without cause Mr. Marlen will also be entitled to continue health and medical benefits coverage at the same cost he is paying at the time of termination. OPTION/SAR GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE VALUE AT ASSUMED ANNUAL RATES OF STOCK PRICE APPRECIATION FOR INDIVIDUAL GRANTS OPTION TERM (4) ---------------------------------------------------------------------------------- ------------------- (A) (B) (C) (D) (E) (F) (G) PERCENT OF OPTIONS/ TOTAL OPTIONS/ SARS SARS GRANTED TO EXERCISE GRANTED TO EMPLOYEES OR BASE PRICE EXPIRATION NAME (#) IN FISCAL YEAR ($/SH)(1) DATE 5%($) 10%($) -------------------- ----------- ---------------------------------- ---------- -------- --------- James S. Marlen 15,000 2.4 42.00 1-20-04(2) 396,203 1,004,057 40,000 33.0 37.00 4-25-04(3) 930,764 2,358,738 Javier Solis 3,000 2.5 42.00 1-20-04(2) 79,240 200,811 8,842 7.3 37.00 4-25-04(3) 205,745 521,399 Gary Wagner 3,000 2.5 42.00 1-20-04(2) 79,240 200,811 8,842 7.3 37.00 4-25-04(3) 205,745 521,399 Gordon G. Robertson 2,000 1.7 42.00 1-20-04(2) 52,827 133,874 George J. Fischer 2,500 2.1 42.00 1-20-04(2) 66,033 167,342 (1) Market value of shares on the date of grant. (2) 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. (3) Options become exercisable in full on December 1, 1996. (4) Calculated based upon a 10-year option term, compounded appreciation at 5% and 10% rates.
11 AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
(A) (B) (C) (D) (E) NUMBER OF NUMBER OF UNEXERCISED UNEXERCISED IN-THE-MONEY NUMBER OF OPTIONS/SARS OPTIONS/SARS SECURITIES AT FY-END(#) AT FY-END($) UNDERLYING VALUE -------------- -------------- OPTIONS/SARS REALIZED EXERCISABLE/ EXERCISABLE/ NAME EXERCISED ($) UNEXERCISABLE UNEXERCISABLE -------------------- ------------- --------- -------------- -------------- James S. Marlen -0- -0- 3,750/11,250 0/0(1) 0/15,000 0/0(2) 0/40,000 0/0(5) Javier Solis -0- -0- 3,000/0 0/0(3) 500/1,500 0/0(4) 0/3,000 0/0(2) 0/8,842 0/0(5) Gary Wagner -0- -0- 1,875/625 0/0(6) 125/375 0/0(4) 0/3,000 0/0(2) 0/8,842 0/0(5) Gordon G. Robertson -0- -0- 500/1,500 0/0(4) 0/2,000 0/0(2) George J. Fischer -0- -0- 1,500/0 0/0(3) 0/2,500 0/0(2) (1) Zero value based upon exercise price of $32.75 and fiscal year-end 1994 market price of $32.50. (2) Zero value based upon exercise price of $42.00 and fiscal year-end 1994 market price of $32.50. (3) Zero value based upon exercise price of $43.75 and fiscal year-end 1994 market price of $32.50. (4) Zero value based upon exercise price of $32.50 and fiscal year-end 1994 market price of $32.50. (5) Zero value based upon exercise price of $37.00 and fiscal year-end 1994 market price of $32.50. (6) Zero value based upon exercise price of $37.375 and fiscal year-end 1994 market price of $32.50.
12 PENSION PLANS The following schedule shows the estimated annual benefit payable under the combined Ameron Pension Plan for Salaried Employees and Ameron Supplemental Executive Retirement Plan for employees at varying pay levels and years of service. The schedule assumes retirement at age 65.
YEARS OF SERVICE FINAL AVG. ANNUAL ---------------------------------------------------------- COMPENSATION 15 20 25 30 ---------------------------- ------- ------- ------- ------- 125,000 34,230 45,641 57,051 68,461 150,000 41,541 55,387 69,234 83,081 175,000 48,852 65,136 81,420 97,704 200,000 56,166 74,889 93,612 112,334 225,000 63,480 84,638 105,798 126,958 300,000 85,416 113,887 142,359 170,831 400,000 114,660 152,880 191,100 229,320 450,000 129,291 172,387 215,484 258,581 500,000 143,919 191,892 239,865 287,838 (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 for Salaried Employees, compensation is base monthly salary, exclusive of overtime, severance, bonuses, commissions or amounts deferred under the Executive Deferral Plan. The 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, 1995, credited service under both plans for each of the named individuals in the foregoing Summary Compensation Table are:
CREDITED YEARS OF SERVICE(1) AT AGE PRESENT 65 ------- ------- James S. Marlen 3-4/12(2) 22-4/12(2) Javier Solis 13-4/12 30 Gary Wagner 9-10/12 30 Gordon G. Robertson 29-9/12 30 George J. Fischer 29-8/12 30 (1) The maximum credit is 30 years. (2) Refer to Employment Agreement section on Page 11, 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).
13 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 other similarly situated officers of 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 1994 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. 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 14 performance cycle. The determination of cash payouts, if any, under the LTIP for the 1994-1996 performance cycle will not be made until after the end of the 1996 fiscal year. For that performance cycle the Company's financial performance will be measured based on cumulative earnings per share, and business unit performance will be measured based on return on assets, with a return on equity threshold. Option grants pursuant to the LTIP are made under the 1992 Incentive Stock Compensation Plan. The current annual base salary of $435,000 for Mr. Marlen was set in June 1994. That base salary was established based on the same executive compensation policy described above with respect to other officers of the Company, that is, 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 1995. A bonus award of $325,000 was approved for payment to Mr. Marlen under the MICP with respect to fiscal 1994 based on the Company's success in meeting various financial goals established by the Committee, including earnings per share and return on sales, as well as an assessment by the Committee of Mr. Marlen's individual performance, including his outstanding leadership with respect to the continued restructuring of the Company and reorganization of its management and businesses. Such bonus 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 the 1994 fiscal year the Company awarded Mr. Marlen two non-qualified stock option grants under the 1992 Incentive Stock Compensation Plan totalling 55,000 shares. In addition the Company paid Mr. Marlen a housing subsidy of $45,000 as provided under the terms of his employment agreement entered into when he joined the Company in June 1993. R. J. PEARSON, CHAIRMAN V. K. ATKINS W. I. MCKAY 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 12/1/89 and ended 11/30/94. The comparison assumes $100 invested in stock on 12/1/89. 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
AMERON, INC. N.Y.S.E. PEER GROUP INDEX Dec 89 100 100 100 Nov 90 94.8 96.4 79 Nov 91 87.2 115.7 92.5 Nov 92 89.8 132.8 125.4 Nov 93 102.2 149 150.6 Nov 94 93.8 151.5 145.8
15 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 Environmental, American Building Co., American Woodmark Corp., Ameron, Inc., Armstrong World Industries, Bairnco Corp., Bird Corp., Butler Manufacturing, CalMat Co., Ceradyne Inc., Chemfab Corporation, Consolidated Stainless, Dravo Corp., Elcor Corp., Facelifters Home Systems, Holopak Technologies Inc., Industrial Acoustics Inc., Industrial Holdings Inc., Insituform Technologies, Instrument Systems Corp., Knape & Vogt Mfg. Co., La-Man Corp., Manville Corp., Martin Marietta Material, Miller Building Systems Inc., National Gypsum Co., NCI Building Systems Inc., Omega Environmental Inc., Owens Corning Fiberglass, Raytech Corp., Reclaim Inc., Republic Gypsum Co., Seller Pollution Control, Shaw Group Inc., Southwall Technologies, Supradur Cos. Inc., Triangle Pacific Corp., U.S. Intec Inc., United Dominion Industries, USG Corp. and Vulcan Materials Co. The Protective Coatings Companies Component is comprised of the following companies: Corimon CA SACA, Desoto, Inc., Grow Group Inc., Guardsman Products Inc., Insilco Corp., Lilly Industries, PPG Industries, Pratt & Lambert Inc., RPM Inc., Sherwin-Williams Co. and Valspar Corp. 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 1994, the Company had sales to Tamco in transactions totalling $115,982 and purchases from Tamco in transactions totalling $14,614. The Company believes that the terms of such transactions 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 1996 meeting must be addressed to the Company, Attention: Corporate Secretary, at the Company's principal office, and must be received there no later than October 25, 1995. 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 16 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. 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 24, 1995 Pasadena, California 17 "EXHIBIT A" AMERON, INC. 1994 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN SECTION 1. PURPOSE OF PLAN The purpose of this 1994 Nonemployee Director Stock Option Plan (the "Plan") of Ameron Inc., a Delaware corporation (the "Company"), is to enhance the Company's ability to attract and retain well qualified nonemployee directors and to encourage the acquisition, by such directors, of common stock of the Company. SECTION 2. PERSONS ELIGIBLE UNDER PLAN Any director of the Company who is not an Employee (a "Nonemployee Director") of the Company or one of its subsidiaries shall automatically receive Nonemployee Director Options (as hereinafter defined) pursuant to Section 3 hereof. SECTION 3. GRANT OF NONEMPLOYEE DIRECTOR OPTIONS (a) Each year, on the first business day following the date of the annual meeting of stockholders of the Company, or any adjournment thereof, at which directors of the Company are elected, each Nonemployee Director shall automatically be granted an option (a "Nonemployee Director Option") to purchase 1,000 shares of Common Stock, par value $2.50 per share, of the Company ("Common Shares"). (b) If, on any date upon which Nonemployee Director Options are to be automatically granted pursuant to this Section 3 (a "Date of Grant"), the number of Common Shares remaining available for option under this Plan is insufficient for the grant to each Nonemployee Director of a Nonemployee Director Option to purchase the entire number of Common Shares specified in this Section 3, then a Nonemployee Director Option to purchase a proportionate amount of such available number of Common Shares (rounded to the nearest whole share) shall be granted to each Nonemployee Director on such date. (c) Subject to Section 3(i) hereof, each Nonemployee Director Option granted under this Plan may not be exercised until the first anniversary of the Date of Grant of such Nonemployee Director Option and thereafter may be exercised to purchase up to (i) 25% of the Common Shares subject thereto from and after the first anniversary of the Date of Grant of such Nonemployee Director Option; (ii) 50% of such Common Shares from and after the second anniversary of such Date of Grant; (iii) 75% of such Common Shares from and after the third anniversary of such Date of Grant; and (iv) 100% of such Common Shares from and after the fourth anniversary of such Date of Grant; provided, however, that (1) if the optionee shall cease to be a Nonemployee Director as a result of death or permanent disability, such Nonemployee Director Option may be exercised to purchase 100% of the Common Shares then subject hereto as of the date that such optionee ceases to be a Nonemployee Director, and (2) if the optionee shall cease to be a Nonemployee Director as a result of not standing for re-election because of the policies of the Board of Directors ("Board") relating to age ("Normal Retirement"), such Nonemployee Director Option may be exercised to purchase 100% of the Common Shares, in each case whether or not then exercisable as to such shares in accordance with the preceding clauses (i) - (iv). (d) Each Nonemployee Director Option granted under this Plan shall expire upon the first to occur of the following: (i) One year after the date upon which the optionee shall cease to be a Nonemployee Director as a result of death or permanent disability; A-1 (ii) Ninety days after the date upon which the optionee shall cease to be a Nonemployee Director for any reason other than death, permanent disability, or Normal Retirement; or (iii) The tenth anniversary of the Date of Grant of such Nonemployee Director Option. (e) Notwithstanding anything to the contrary in this Plan, if the optionee shall die at any time after the date on which he or she ceases to be a Nonemployee Director and prior to the date on which the Nonemployee Director Option expires pursuant to Section 3(d), that portion of the Nonemployee Director Option which is then exercisable shall expire on the earlier of the tenth anniversary of the Date of Grant of such Nonemployee Director Option or the first anniversary of the date of such death. (f) Each Nonemployee Director Option shall have an exercise price per share equal to the Fair Market Value (as hereinafter defined) on the Date of Grant of such option of the Common Shares. (g) Payment of the exercise price of any Nonemployee Director Option granted under this Plan and the optionee's tax withholding obligation, if any, with respect to such Nonemployee Stock Option shall be made in full in cash concurrently with the exercise of such Nonemployee Director Option; provided, however, that the payment of such exercise price and/or tax withholding may instead be made, in whole or in part, by any one or more of the following: (i) the delivery of previously owned shares of capital stock of the Company (including the delivery of shares purchased upon exercise of the Nonemployee Director Option to be used, in a series of simultaneous transactions, to pay the exercise price for additional shares) or other property, provided that the Company is not then prohibited from purchasing or acquiring shares of its capital stock or such other property; (ii) a reduction in the amount of Common Shares or other property otherwise issuable pursuant to such Nonemployee Director Option; or (iii) the delivery, concurrently with such exercise and in accordance with Section 220.3(e)(4) of Regulation T promulgated under the Exchange Act, of a properly executed exercise notice for such Nonemployee Director Option and irrevocable instructions to a broker promptly to deliver to the Company a specified dollar amount of the proceeds of a sale of the Common Shares issuable upon exercise of such Nonemployee Director Option. (h) The "Fair Market Value" of a Common Share or other security on any date (the "Determination Date") shall be equal to the closing price per Common Share or unit of such other security on the business day immediately preceding the Determination Date, as reported in The Wall Street Journal, Western Edition, or, if no closing price was so reported for such immediately preceding business day, the closing price for the next preceding business day for which a closing price was so reported, or, if no closing price was so reported for any of the 30 business days immediately preceding the Determination Date, the average of the high bid and low asked prices per Common Share or unit of such other security on the business day immediately preceding the Determination Date in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotations System ("NASDAQ") or such other system then in use, or, if the Common Shares or such other security were not quoted by any such organization on such immediately preceding business day, the average of the closing bid and asked prices on such day as furnished by a professional market maker making a market in the Common Shares or such other security selected by the Board. (i) All outstanding Nonemployee Director Options shall become exercisable in full on the day following the record date for the determination of stockholders entitled to vote upon, and shall expire upon the consummation of, any of the following events: (i) the dissolution or liquidation of the Company; (ii) a reorganization, merger or consolidation of the Company (other than a reorganization, merger or consolidation the sole purpose of which is to change the Company's domicile solely within the United States) as a result of which the outstanding securities of the class then subject to A-2 such outstanding Nonemployee Director Options are exchanged for or converted into cash, property and/or securities not issued by the Company, unless the terms of such reorganization, merger or consolidation shall provide that such Nonemployee Director Options shall continue in effect thereafter and shall be exercisable to acquire the number and type of securities or other consideration to which the Nonemployee Directors would have been entitled had they exercised such Nonemployee Director Options immediately prior to such reorganization, merger or consolidation; or (iii) the sale of all or substantially all of the property and assets of the Company. (j) Each Nonemployee Director Option shall be nontransferable by the optionee other than by will or the laws of descent and distribution, and shall be exercisable during the optionee's lifetime only by the optionee or the optionee's guardian or legal representative. (k) Nonemployee Director Options are not intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code. SECTION 4. STOCK SUBJECT TO PLAN (a) The aggregate number of Common Shares issued and issuable pursuant to all Nonemployee Director Options granted under this Plan shall not exceed 120,000, subject to adjustment as provided in Section 7 hereof. (b) For purposes of Section 4(a) hereof, the aggregate number of Common Shares issued and issuable pursuant to all Nonemployee Director Options granted under this Plan shall at any time be deemed to be equal to the sum of the following: (i) the number of Common Shares which were issued prior to such time pursuant to Nonemployee Director Options granted under this Plan; plus (ii) the maximum number of Common Shares issuable at or after such time pursuant to Nonemployee Director Options granted under this Plan prior to such time. SECTION 5. DURATION OF PLAN No Nonemployee Director Options shall be granted under this Plan after June 27, 2004. Although Common Shares may be issued after June 27, 2004 pursuant to Nonemployee Director Options granted prior to such date, no Common Shares shall be issued under this Plan after June 27, 2014. SECTION 6. ADMINISTRATION OF PLAN This Plan shall be administered by the Board, which shall have and may exercise all the powers and authority granted to it under the Plan. SECTION 7. ADJUSTMENTS If the outstanding securities of the class then subject to this Plan are increased, decreased or exchanged for or converted into cash, property or a different number or kind of securities, or if cash, property or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, merger, consolidation, recapitalization, restructuring, reclassification, dividend (other than a regular, quarterly cash dividend) or other distribution, stock split, reverse stock split or the like, or if substantially all of the property and assets of the Company are sold, then, unless the terms of such transaction shall provide otherwise, the Board shall make appropriate and proportionate adjustments in (a) the number and type of shares or other securities or cash or other property that may be acquired pursuant to Nonemployee Director Options theretofore granted under this Plan, and (b) the maximum number and type of shares or other securities that may be issued pursuant to Nonemployee Director Options thereafter granted under this Plan. SECTION 8. AMENDMENT AND TERMINATION OF PLAN (a) Subject to Section 8(b) hereof, the Board may alter, amend, suspend or terminate the Plan, provided that no such action shall, without the consent of such optionee, deprive an optionee of any A-3 outstanding Nonemployee Director Options or any of the rights of such optionee thereunder or with respect thereto; and provided further that no such action, unless and until it is approved by the stockholders of the Company, shall (i) increase the maximum number of Common Shares that may be acquired upon the exercise of Nonemployee Director Options granted under the Plan; (ii) reduce the exercise price of Nonemployee Director Options granted under the Plan; (iii) alter the class of persons eligible for the grant of Nonemployee Director Options under the Plan; (iv) extend the duration of the Plan; or (v) materially increase the benefits accruing to the optionees of Nonemployee Director Options granted under the Plan. (b) Section 3 hereof shall 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. SECTION 9. EFFECTIVE DATE OF PLAN This Plan shall be effective as of June 27, 1994, the date upon which it was approved by the Board; provided, however, that no Common Shares may be issued under this Plan until it has been approved, directly or indirectly, by the affirmative votes of the holders of a majority of the securities of the Company present, or represented, and entitled to vote at a meeting duly held in accordance with the laws of the State of Delaware. A-4 [LOGO] AMERON, INC. 245 SOUTH LOS ROBLES AVENUE, PASADENA, CALIFORNIA 91101 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints James S. Marlen, Javier Solis and Gary Wagner, and each of them, with full power of substitution in each, proxies to vote all the shares of Ameron, Inc. ("Ameron") Common Stock which the undersigned may be entitled to vote at the Annual Meeting of Stockholders to be held March 27, 1995, and at any adjournment thereof, upon the following matters as specified and in their discretion upon such other business as may properly come before the meeting or any adjournment thereof. /X/ Please mark your 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. 1. Election of Directors (see reverse) FOR / / WITHHELD / / For, except vote withheld from the following nominees(s): Nominees: A. Frederick Gerstell, J. Michael Hagan, Lawrence R. Tollenaere, F.H. Fentener van Vlissingen 2. Ratify the appointment of Arthur Andersen LLP, independent public accountants to audit the financial statements of Ameron for fiscal year 1995. FOR / / AGAINST / / ABSTAIN / / 3. Proposal to Approve the Ameron, Inc. 1994 Nonemployee Director Stock Option Plan. FOR / / AGAINST / / ABSTAIN / / - ---------------------------------------- Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, administrator, trustee or guardian, please give full title as such. - -------------------------------- - -------------------------------- SIGNATURE(S) DATE -----END PRIVACY-ENHANCED MESSAGE-----