-----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, OjixjMcw2MWIOEVbT/kJKf0DVKoGUWeD+8SrBrwinBP6nnNhwYxuF9DIHp6faGBn ZI3XzV2ggK9Tlrs8gcdoAQ== 0001157523-06-000775.txt : 20060127 0001157523-06-000775.hdr.sgml : 20060127 20060127131950 ACCESSION NUMBER: 0001157523-06-000775 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060127 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20060127 DATE AS OF CHANGE: 20060127 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: 06556530 BUSINESS ADDRESS: STREET 1: 245 S LOS ROBLES AVE CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 6266834000 MAIL ADDRESS: STREET 1: 245 S LOS ROBLES AVE CITY: PASADENA STATE: CA ZIP: 91101 FORMER COMPANY: FORMER CONFORMED NAME: AMERON INC/DE DATE OF NAME CHANGE: 19920703 8-K 1 a5066436.txt AMERON INTERNATIONAL CORPORATION 8-K 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): 1-27-06 AMERON INTERNATIONAL CORPORATION (Exact name of Registrant as Specified in its Charter) Delaware 1-9102 77-0100596 (State or other jurisdiction (Commission (IRS Employer of Incorporation) File No.) 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 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following: / / Written communications pursuant to Rule 425 under the Securities Act (17 CFG 230.425) / / Soliciting material pursuant to Rule 14a-12 under the Exchange Ac (17 CFR 240.14a-12) / / Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFT240.14d-2(b)) / / Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e4(c)) Item 1.01 - Entry into a Material Definitive Agreement On January 25, 2006, the Board of Directors of Registrant approved the following actions of the Compensation Committee of the Board of Directors with regard to the compensation of the executive officers who were named in the Summary Compensation Table of Registrant's 2005 Proxy Statement and who are expected to be named in the Summary Compensation Table of Registrant's 2006 Proxy Statement. 2006 Base Salary Increases. The Compensation Committee approved increases to the base salaries of the named executive officers, effective February 1, 2006. The new base salaries of the named executive officers are as follows: James S. Marlen, Chairman, President and Chief Executive Officer ($822,000); Gary Wagner, Executive Vice President and Chief Operating Officer ($370,000); Javier Solis, Senior Vice President, Secretary and General Counsel ($315,000); Thomas P. Giese, Vice President and Group President, Water Transmission Group ($255,000); and James R. McLaughlin, Senior Vice President, Treasurer and Chief Financial Officer ($240,000). Management Incentive Compensation Earned in 2005. The Compensation Committee approved annual cash bonus awards earned during fiscal year 2005 for the named executive officers under the Registrant's Management Incentive Compensation Plan. The bonus awards were earned based upon the achievement of performance goals established early in 2005, which were reviewed and approved by the Compensation Committee. The amounts of the bonus awards are as follows: Mr. Marlen ($1,500,000); Mr. Wagner ($475,000); Mr. Solis ($450,000); Mr. Giese ($225,000); and Mr. McLaughlin ($150,000). Key Executive Long-Term Cash Incentive Plan Awards. The Compensation Committee approved cash awards earned during the fiscal year 2003 through 2005 performance cycle for the named executive officers under the Registrant's Key Executive Long-Term Cash Incentive Plan, a copy of which was filed as Exhibit 10, Item (7) to the Registrant's Form 10-K filed February 14, 2005 and incorporated herein by reference. The cash awards were earned based upon the achievement of performance goals established early in 2003, which were reviewed and approved by the Compensation Committee. The amounts of the cash awards are as follows: Mr. Marlen ($652,273); Mr. Wagner ($199,480); Mr. Solis ($199,480); Mr. Giese ($165,132); and Mr. McLaughlin ($95,612). Grant of Restricted Stock. The Compensation Committee approved the grant of the following number of shares of restricted stock to the named executive officers under the Registrant's 2004 Stock Incentive Plan: Mr. Marlen (22,500); Mr. Wagner (10,000); Mr. Solis (7,500); and Mr. Giese (5,000). The grant of restricted stock was made pursuant to the terms of the 2004 Stock Incentive Plan, a copy of which was filed as Registration Statement No. 333-114534 on Form S-8 filed on April 16, 2004 and incorporated herein by reference; and the terms of a Form of Restricted Stock Grant document, a copy of which is filed as Exhibit 99.1 to this Report and incorporated herein by reference. Other Compensation Information. Registrant will provide additional information regarding the compensation paid to the named executive officers for the 2005 fiscal year in Registrant's proxy statement for the 2006 Annual Meeting of Stockholders, which is expected to be filed with the SEC in February 2006. Item 2.02 - Results of Operations and Financial Condition On January 26, 2006, Ameron International Corporation (the "Company") issued a press release regarding the Company's results of operations for the fiscal year ended November 30, 2005. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The information in this report, including the exhibit attached hereto, is being furnished pursuant to Item 2.02 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities thereunder. The information in this report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD OR Item 12. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Cautionary statement for purposes of the "Safe Harbor" provisions of The Private Securities Litigation Reform Act of 1995: Any statements in this report that refer to the exhibit attached hereto, that refer to the estimated or anticipated future results of the Registrant are forwarded-looking and reflect the Registrant's current analysis of existing trends and information. Actual results may differ from current expectations based on a number of factors affecting the Registrant's businesses, including competitive conditions and changing market situations. Matters affecting the economy generally, including the state of economies worldwide, can also affect the Registrant's results. Forward-looking statements represent the Registrant's judgment only as of the date of this report. Since actual results could differ materially from such statements, the reader is cautioned not to rely on these forward-looking statements. Moreover, the Registrant disclaims any intent or obligation to update these forward-looking statements. 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: January 27, 2006 By: /s/ Javier Solis ------------------------------- Javier Solis Senior Vice President & Secretary EX-99.1 2 a5066436ex991.txt EXHIBIT 99.1 RESTRICTED STOCK AGREEMENT Exhibit 99.1 AMERON INTERNATIONAL CORPORATION RESTRICTED STOCK AGREEMENT Pursuant to the 2004 STOCK INCENTIVE PLAN This Restricted Stock Agreement (this "Agreement") is made and entered into effective as of the Date of Grant, indicated below, by and between Ameron International Corporation, a Delaware corporation (the "Company"), and the person named below as Employee. WHEREAS, Employee is an employee of the Company; and WHEREAS, in order to induce Employee to continue in the employment of the Company or its subsidiaries and to assist the Company in its future growth and continued success, the Company wishes to grant Employee an award to purchase shares of common stock, par value $2.50 per share, of the Company (the "Common Stock") pursuant to the Company's 2004 Stock Incentive Plan (the "Plan") on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing recitals and the covenants set forth herein, the parties hereto hereby agree as follows: 1. Grant of Restricted Stock; Certain Terms and Conditions. The Company hereby grants to Employee, and Employee hereby accepts, as of the Date of Grant, the right to purchase the number of shares of Common Stock indicated below (the "Restricted Shares") at the purchase price per share indicated below (the "Purchase Price"). The aggregate Purchase Price must be paid to the Company on or prior to 5:00 o'clock p.m., Los Angeles time, on the sixtieth (60th) day following the Date of Grant. The Restricted Shares shall be subject to all of the terms and conditions set forth in this Agreement including the restrictions imposed pursuant to Section 3 hereof; provided, however, that on each anniversary of the Date of Grant, the restrictions imposed pursuant to Section 3 hereof shall terminate with respect to that number of Restricted Shares (rounded to the nearest whole share) equal to the total number of Restricted Shares multiplied by the Annual Vesting Rate indicated below (the termination of such restrictions with respect to any Restricted Share, for any reason, shall be referred to herein as the "vesting" of such share). Employee Date of Grant: Number of shares purchasable: Purchase Price per share: $ Annual Vesting Rate: 2. Consideration; Method of Payment. (a) The consideration for the issuance and sale of Restricted Shares contemplated hereby may include, in addition to the Purchase Price per share indicated in Section 1 hereof, consideration in the form of past services to the Company and/or one or more of its subsidiaries. If the Purchase Price per share is $0, the total consideration for the issuance and sale of the Restricted Shares shall be equal to the aggregate par value thereof and such consideration shall be deemed to have been received by the Company, on or prior to the Date of Grant, in the form of past services. (b) The aggregate Purchase Price must be paid to the Company in cash or by check payable to the Company. Upon payment to the Company in full of the aggregate Purchase Price as provided herein on or prior to 5:00 o'clock p.m., Los Angeles time, on the sixtieth (60th) day following the Date of Grant, Employee shall be deemed to have purchased the Restricted Shares effective as of the Date of Grant. 3. Restrictions. Until a Restricted Share vests, it may not be sold, assigned, conveyed, gifted, pledged, hypothecated, or otherwise transferred in any manner. 4. Acceleration of Vesting upon Change in Control. In the event of a Change in Control (as defined below), all of the then unvested Restricted Shares shall vest immediately. For purposes of this Agreement, a "Change in Control" shall mean one or more of the following: (a) The acquisition, directly or indirectly by any person or related group of persons (as such term is used in Sections 13(d) and 14(d) of the 1934 Act), but other than the Company or a person that directly or indirectly controls, is controlled by, or is under control with the Company, of beneficial ownership (as defined in Rule 13d-3 of the 1934 Act) of securities of the Company that results in such person or related group of persons beneficially owning securities representing 40% or more of the combined voting power of the Company's then-outstanding securities; (b) A merger or consolidation to which the Company is a party, if (i) the beneficial owners of the Company's securities immediately before the transaction, do not, immediately after the transaction, have beneficial ownership of securities of the surviving entity or parent thereof representing at least 50% of the combined voting power of the then-outstanding securities of the surviving entity or parent, and (ii) the directors of the Company immediately prior to consummation of the transaction do not constitute at least a majority of the board of directors of the surviving entity or parent upon consummation of the transaction; (c) A change in the composition of the Board of Directors of the Company (the "Board") over a period of thirty-six (36) consecutive months or less such that a majority of the Board members ceases by reason of one or more contested elections for Board membership, to be comprised of individuals who either (i) have been Board members since the beginning of such period or (ii) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (i) who were still in office at the time the Board approved such election or nomination; or (d) The sale, transfer or other disposition of all or substantially all of the Company's assets in complete liquidation or dissolution of the Company unless (i) the beneficial owners of the Company's securities immediately before the transaction have, immediately after the transaction, beneficial ownership of securities representing at least 50% of the combined voting power of the then-outstanding securities of the entity acquiring the Company's assets, and (ii) the directors of the Company immediately prior to consummation of the transaction constitute a majority of the board of directors of the entity acquiring the Company's assets upon consummation of the transaction. 5. Repurchase of Restricted Shares. Notwithstanding anything to the contrary in this Agreement, if Employee shall cease to be an employee of the Company or any of its subsidiaries for any reason other than retirement from employment with the Company or any of its subsidiaries at age sixty-five (65) or later, including, without limitation, death, disability, resignation, termination for cause or termination without cause, then unless the Company shall determine otherwise, the Company shall repurchase each then unvested Restricted Share at a purchase price equal to the Purchase Price per share. 6. Payment of Withholding Taxes. (a) Obligation. Employee shall make payment to the Company of amounts sufficient to satisfy all applicable Federal, state, and local income and employment tax ("Taxes") withholding requirements in connection with the sale of the Restricted Shares to Employee pursuant to this Agreement or the termination of the restrictions imposed upon the Restricted Shares hereunder, as and when such Taxes become due. (b) Stock Withholding. The Employee may satisfy the obligation in Section 6(a) by electing to have the Company withhold from the Restricted Shares otherwise issuable pursuant to this grant one or more of such shares with an aggregate fair market value equal to the Taxes. The Employee also may satisfy the obligation in Section 6(a) by delivering previously acquired shares of unrestricted Common Stock (held for the requisite period to avoid a charge to the earnings of the Company) in satisfaction of such Taxes. The withheld or delivered shares will be valued at fair market value on the applicable determination date for such Taxes. 7. Escrow. (a) Until a Restricted Share vests, the stock certificate representing such Restricted Share shall be held in escrow in the custody of the Secretary of the Company, duly endorsed in blank or accompanied by duly executed stock powers. The stock certificate representing such unvested Restricted Shares shall contain the following legend: "The transfer and registration of transfer of the securities represented by this certificate are subject to certain restrictions as provided in a Restricted Stock Agreement dated as of Date of Grant by and between the Company and the Employee." (b) From and after the date upon which a Restricted Share vests, the holder of record of such Restricted Share shall be entitled (provided that the obligation set forth in Section 6 hereof has been satisfied) to receive the stock certificate representing such Restricted Share, which stock certificate shall not contain the legend set forth in subsection (a) above. 8. Voting; Dividends; Adjustments. The Employee shall be entitled (provided that the obligation set forth in Section 6 hereof has been satisfied) to exercise all voting rights with respect to the Restricted Shares and to receive all regular, quarterly cash dividends paid with respect thereto. In the event that the outstanding securities of any class then comprising the Restricted Shares are increased, decreased or exchanged for or converted into cash, property and/or a different number or kind of securities, or cash, property and/or securities are distributed in respect of such outstanding securities, in either case as a result of a recapitalization, reclassification, dividend (other than a regular, quarterly cash dividend) or other distribution, stock split, reverse stock split or the like, then, unless the Company shall determine otherwise, the term "Restricted Shares" shall, from and after the date of such event, include such cash, property and/or securities so distributed in respect of the Restricted Shares, or into or for which the Restricted Shares are so increased, decreased, exchanged or converted. 9. Notices. All notices and other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed given if delivered personally or five days after mailing by certified or registered mail, postage prepaid, return receipt requested, to the Company at 245 South Los Robles Ave., Pasadena, California 91101, Attention: Corporate Secretary, or to Employee at the address set forth beneath his or her signature on the signature page hereto, or at such other addresses as they may designate by written notice in the manner aforesaid. 10. Plan. The Restricted Shares are granted pursuant to the Plan, as in effect on the Date of Grant, and are subject to all the terms and conditions of the Plan, as the same may be amended from time to time. In the case that the terms and conditions of the Plan conflict with the terms and conditions of this Agreement, the terms of the Plan shall control. Notwithstanding the foregoing, no amendment to the Plan shall deprive Employee, without his or her consent, of Restricted Shares granted prior to such amendment or of any of Employee's rights under this Agreement. The Company shall, upon written request therefor, send a copy of the Plan, in its then-current form, to Employee. 11. Employment Rights. No provision of this Agreement shall (a) confer upon Employee any right to continue in the employ of the Company or any of its subsidiaries; (b) affect the right of the Company and each of its subsidiaries to terminate the employment of Employee, with or without cause; or (c) confer upon Employee any right to participate in any employee welfare or benefit plan or other program of the Company or any of its subsidiaries other than the Plan. Employee hereby acknowledges and agrees that the Company and each of its subsidiaries may terminate the employment of Employee at any time and for any reason, or for no reason, unless Employee and the Company or such subsidiary are parties to a written employment agreement that expressly provides otherwise. 12. Governing Law. This Agreement and the Grant granted hereunder shall be governed by and construed and enforced in accordance with the laws of the State of Delaware. IN WITNESS WHEREOF, the Company and Employee have duly executed this Agreement effective as of the Date of Grant. AMERON INTERNATIONAL CORPORATION By: ---------------------------------------- Chairman Compensation & Stock Option Committee By: ---------------------------------------- Secretary Compensation & Stock Option Committee EMPLOYEE: ---------------------------------------- Name: EX-99.2 3 a5066436ex992.txt EXHIBIT 99.2 PRESS RELEASE Exhibit 99.2 Ameron Reports Record Sales and Earnings for 2005 PASADENA, Calif.--(BUSINESS WIRE)--Jan. 26, 2006--Ameron International Corporation (NYSE:AMN) today reported record sales from consolidated operations of $704.6 million and record net income of $32.6 million or $3.80 per diluted share for the fiscal year ended November 30, 2005. The record sales of $704.6 million compared to sales of $605.9 million in 2004. In addition, Ameron's unconsolidated joint-venture companies had sales of $308 million in 2005 compared to $280 million in 2004. The record earnings of $3.80 per share achieved in 2005 compared to earnings of $1.59 per share in 2004. Special charges totaling $14.9 million after taxes ($1.77 per share) related to the termination of two executive benefit plans were recognized in 2004. "Ameron's performance in 2005 was outstanding, and the sales and earnings growth was well balanced, with all segments contributing to the increases," commented James S. Marlen, Ameron's Chairman, President and Chief Executive Officer. "All businesses achieved year-over-year sales improvements with the Water Transmission, Infrastructure Products and Fiberglass-Composite Pipe Groups reaching record results. We are pleased with the Company's overall financial performance." Sales in the fourth quarter of 2005 totaled $196.5 million and earnings totaled $1.53 per diluted share. These results compared with sales of $170.3 million and earnings of $2.13 per share during the fourth quarter of 2004. Earnings in the fourth quarter of 2004 included a pretax gain of $13.1 million on the sale of excess property sold in connection with a consolidation program within the Water Transmission Group. The Fiberglass-Composite Pipe Group achieved record sales and segment income in 2005. The higher sales, compared to 2004, were due principally to increased demand for onshore oilfield piping, primarily in the U.S. and Canada, continued strength in the marine market, and growth in industrial applications in the Middle East supplied from Ameron's operations in Singapore and Malaysia. The industrial market demand in the U.S. and Europe was soft while the U.S. fuel-handling market showed steady growth, due primarily to new industry requirements. Fourth-quarter 2005 sales and segment income improved compared to the fourth quarter of 2004. Construction of Ameron's new state-of-the-art fiberglass pipe plant in Malaysia has been completed, and final start-up procedures are underway. Production operations are scheduled to begin early in the second quarter of 2006. The order backlog for the Fiberglass-Composite Pipe Group is at a high level, and the outlook for the business is favorable, with particular strength expected in the marine, offshore and oilfield markets worldwide. The Water Transmission Group had record sales in 2005, and segment income was up significantly compared to 2004, which had been impacted by a short-term labor strike. The improved performance was due primarily to a major sewer upgrade project in Northern California and the increased demand for protective linings products. Also contributing to the sales increase was the completion of Ameron's initial wind tower order received from a leading wind-turbine manufacturer. Fourth-quarter 2005 sales were slightly higher than in the fourth quarter of 2004; however, income was lower due to a mix of projects with lower profit margins and costs associated with some underutilized plants. The Water Transmission Group's core water and wastewater markets in the western U.S. have slowed, due to a cyclical decline in the market and fiscal constraints. The Group, however, had a solid backlog of $129 million entering 2006; and, in addition, the Group plans to continue its diversification program and will supply wind towers to the growing wind-energy market and will introduce a sand-core fiberglass pipe for the national water and wastewater market. While the Water Transmission Group is not expected to do as well in 2006 as in 2005, the long-term outlook for the Water Transmission business continues to be positive, based on the need for upgraded and expanded water and energy infrastructure, both regionally and nationally. The Infrastructure Products Group had significantly higher sales and income in 2005 compared to 2004. Both Ameron's Hawaiian and Pole Products' operations had improved performance due primarily to a strong construction sector in Hawaii and throughout the U.S. The construction sectors served by Ameron's Hawaiian ready-mix concrete and aggregates operations on Oahu and Maui, including residential, military and commercial, experienced favorable conditions. In addition, the Hawaiian operations' sales were adversely affected by a labor strike in the first half of 2004. The decorative concrete pole market was strong, primarily due to the continued demand in residential construction in California and in the Southeastern U.S. Demand for steel poles for traffic signal and lighting applications also improved due to increased transportation and infrastructure spending in the U.S. Fourth-quarter 2005 sales and income were higher than in the fourth quarter of 2004 as a result of the strong construction markets. Looking forward, Infrastructure Products should continue to benefit from the favorable construction climate in Hawaii, increased infrastructure spending in the U.S., and steady demand for residential street-lighting products, especially in Southern California and the Southeast region. The Performance Coatings & Finishes Group had higher sales and income in 2005 compared to 2004. The sales growth was concentrated in the U.S. and Australasia, while the European market was flat. The sales improvement in the U.S. was due to increased demand for protective coatings in the industrial maintenance sector, while the marine and offshore markets remained steady. The higher sales in Australia and New Zealand were attributable principally to favorable foreign currency exchange rates. Performance Coatings & Finishes' sales also increased due to a worldwide selling price program aimed at recovering the higher raw material and packaging material costs. Income was higher in 2005, primarily as a result of a pretax gain of $1.8 million on the sale of excess real property in the U.K. Excluding the property sales, income was lower than in 2004 due primarily to competitive pressures and soft-market demand in Europe. Fourth-quarter 2005 sales were up significantly compared to 2004 as all coatings operations experienced improved sales. Income in the fourth quarter also was higher than in 2004. There are positive indicators that key coatings markets in the U.S. have strengthened. In addition, the Performance Coatings & Finishes Group is expected to participate in renewed activity from reconstruction in the offshore, chemical and industrial infrastructure in the U.S. Gulf Coast. Overall, the outlook for the business is improving. TAMCO, Ameron's 50%-owned steel mini-mill in Southern California, had higher sales in 2005 than in 2004. Net income was lower in 2005, although still at a historically high level. The sales increase was attributable to continued high construction demand in the western U.S. and to higher prices. The decline in earnings was due to higher conversion costs, principally energy. Sales and earnings were higher in the fourth quarter of 2005 compared to 2004. The outlook for TAMCO continues to be positive as demand for steel rebar is forecast to remain high. James Marlen concluded, "Ameron's core operations and TAMCO performed exceptionally well in 2005. We have continued to develop earnings momentum while successfully generating total returns for our shareholders of nearly 200% over the past five years. Looking ahead, although the Water Transmission Group may experience a temporary softening in its performance, we anticipate solid results for Ameron short-term and expect to achieve steady, long-term earnings growth." Ameron International Corporation is a multinational manufacturer of highly-engineered products and materials for the chemical, industrial, energy, transportation and infrastructure markets. Traded on the New York Stock Exchange (AMN), Ameron is a leading producer of water transmission lines; high-performance coatings and finishes for the protection of metals and structures; fiberglass-composite pipe for transporting oil, chemicals and corrosive fluids and specialized materials and products used in infrastructure projects. The Company operates businesses in North America, South America, Europe, Australasia and Asia. It also participates in several joint-venture companies in the U.S. and the Middle East. Cautionary statement for purposes of the "Safe Harbor" provisions of The Private Securities Litigation Reform Act of 1995: Any statements in this report that refer to the forecasted, estimated or anticipated future results of Ameron International Corporation ("Ameron" or the "Company") are forward-looking and reflect the Company's current analysis of existing trends and information. Actual results may differ from current expectations based on a number of factors affecting Ameron's businesses, including competitive conditions and changing market situations. Matters affecting the economy generally, including the state of economies worldwide, can affect Ameron's results. Forward-looking statements represent the Company's judgment only as of the date of this report. Since actual results could differ materially, the reader is cautioned not to rely on these forward-looking statements. Moreover, Ameron disclaims any intent or obligation to update these forward-looking statements. CONTACT: Ameron International Corporation James S. Marlen, 626-683-4000 Gary Wagner, 626-683-4000 James R. McLaughlin, 626-683-4000 -----END PRIVACY-ENHANCED MESSAGE-----