-----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, N/B8ugT9tYmjBhHHily1SUtoh5JK3t7mLusnlcRGlBQyljHuKiGddwu2VzrmdQpU uoiCceNpnntFoCugYE932w== 0001157523-06-002968.txt : 20060323 0001157523-06-002968.hdr.sgml : 20060323 20060323171644 ACCESSION NUMBER: 0001157523-06-002968 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060323 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year FILED AS OF DATE: 20060323 DATE AS OF CHANGE: 20060323 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: 06706868 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 a5109243.txt AMERON INC. 8K 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): 3-23-06 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 Act (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 March 22, 2006, the Registrant granted 1,200 shares of restricted stock to each of the following non-employee Directors under the Registrant's 2004 Stock Incentive Plan: David Davenport, J. Michael Hagan, Terry L. Haines, John E. Peppercorn and Dennis C. Poulsen. 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. Item 2.02 - Results of Operations and Financial Condition On March 22, 2006, the Registrant issued a press release regarding its results of operations for the first quarter ended March 5, 2006. 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. ` Item 5.02(b) - Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers Former Director Peter K. Barker decided not to stand for re-election for personal reasons at the 2006 Annual Meeting of Stockholders held on March 22, 2006. Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Effective March 22, 2006, Registrant amended the By-laws to reduce the number of directors to six (6) from (7). 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: March 23, 2006 By: /s/ Javier Solis --------------------- Javier Solis Senior Vice President & Secretary EX-99.1 2 a5109243ex991.txt EXHIBIT 99.1 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 Participant. WHEREAS, Participant is a member of the board of directors of the Company (the "Board") and is not employed by the Company or any of its subsidiaries; and WHEREAS, to encourage Participant to own shares of the Company's common stock for the purposes set forth in the Company's 2004 Stock Incentive Plan (the "Plan"), the Company wishes to grant Participant an award to purchase shares of common stock, par value $2.50 per share, of the Company (the "Common Stock") pursuant to 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 Participant, and Participant 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). Participant 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. 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, Participant 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 Participant shall cease to serve as a member of the Board for any reason other than retirement from the Board with the written consent of the Compensation Committee of the Board after having served as a director of the Company for an aggregate of at least five (5) full years, 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. Participant is liable and responsible for all taxes owed in connection with the Restricted Shares, regardless of any action the Company takes with respect to any tax reporting or withholding obligations that arise in connection therewith. The Company does not make any representation or undertaking regarding the tax treatment of the grant or vesting of the Restricted Shares or the subsequent sale of the Restricted Shares. The Company does not commit and is under no obligation to structure the Restricted Shares to reduce or eliminate Participant's tax liability. (b) Stock Withholding. Participant may satisfy any tax withholding obligation 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 withholding obligation. Participant also may satisfy tax withholding obligation 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 obligation. The withheld or delivered shares will be valued at fair market value on the applicable determination date for the tax withholding obligation. 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 Participant." (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. Participant 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 Participant 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 Participant, without his or her consent, of Restricted Shares granted prior to such amendment or of any of Participant's rights under this Agreement. The Company shall, upon written request therefor, send a copy of the Plan, in its then-current form, to Participant. 11. Employment Rights. No provision of this Agreement shall (a) confer upon Participant any right to continue as a member of the Board; (b) affect the right of the Company to terminate the services of Participant, with or without cause; (c) confer upon Participant 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; or (d) be interpreted to form an employment relationship with the Company or of its subsidiaries. 12. Governing Law. This Agreement and the Option 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 Participant have duly executed this Agreement effective as of the Date of Grant. AMERON INTERNATIONAL CORPORATION By:_____________________________ Chairman By:_____________________________ Secretary PARTICIPANT: ________________________________ Name: EX-99.2 3 a5109243ex992.txt EXHIBIT 99.2 Exhibit 99.2 Ameron Reports Strong First-Quarter Results PASADENA, Calif.--(BUSINESS WIRE)--March 22, 2006--Ameron International Corporation (NYSE:AMN) today reported earnings of $0.41 per diluted share on sales of $175.3 million for the first quarter ended March 5, 2006. These results compare to earnings of $0.06 per diluted share and sales of $138.8 million in the first quarter ended February 27, 2005. All business segments had higher sales and made positive contributions to the earnings improvement with the exception of the Water Transmission Group, which had lower income but higher sales. TAMCO, Ameron's 50%-owned steel mini-mill in California, also had higher income in the first quarter of 2006. "The first-quarter performance was well balanced, and the momentum of 2005 with record sales and earnings continues," stated James S. Marlen, Ameron's Chairman, President and Chief Executive Officer. "These first-quarter results represent a solid start for 2006." The Fiberglass-Composite Pipe Group sales increased 38% in the first quarter of 2006 compared to the same period of 2005, and segment income increased commensurate with sales growth. The sales increase was due principally to strong demand for onshore oilfield piping, primarily in North and South America, increased volume in chemical and industrial applications in the U.S., the Middle East and Europe, and stronger demand in the U.S. for fuel-handling piping. The marine and offshore markets remain steady worldwide, while the onshore oilfield market continues to be driven by high oil prices. The outlook for the Fiberglass-Composite Pipe Group is positive, based on a solid order backlog and favorable conditions in key worldwide markets. The Performance Coatings & Finishes Group had higher sales and incurred a slight loss of approximately $300,000 in the first quarter of 2006, compared to a loss of $2.5 million in the first quarter of 2005. Sales improved by 18% as all worldwide operations had higher sales, in spite of the weakened euro and Australian and New Zealand dollars. In the U.S., the sales improvement was broad-based as selling prices were higher on increased shipments to all key market segments, including marine, offshore and commercial and industrial maintenance markets. In Europe, sales of protective coatings for industrial markets increased on higher volume and higher selling prices. Sales in Australasia improved moderately, primarily in general industrial markets. The improved profitability was attributable to the sales increase and higher profit margins. Looking forward, market conditions have been improving, and the Performance Coatings & Finishes Group should continue to recover. The Infrastructure Products Group had significantly higher sales (up 31%) and income in the first quarter of 2006, compared to the first quarter of 2005. Ameron's Hawaiian operation and Pole Products operation both achieved improved operating results. The construction sector remains very active in Hawaii, and Ameron's Hawaiian ready-mix concrete and aggregates operation on Oahu, and especially on Maui, experienced increased demand. Pole Products continued to penetrate the residential market in the Southeast, principally Florida, and the residential construction market in California remains at a high demand level. Segment income was higher due to the sales increase and improved profit margins, which rose due to manufacturing efficiencies and higher selling prices. The outlook for the business remains positive as a result of the favorable construction market conditions. The Water Transmission Group had higher sales in the first quarter of 2006, compared to the same period of 2005. Segment income, however, was lower due to lower margins and start-up costs associated with introduction of the wind-tower product line. The sales increase included higher pipe sales in the western U.S., improved protective linings demand, and higher sales in Colombia. Water Transmission is not expected to reach the record levels of 2005. However, the longer-term outlook remains positive. TAMCO had higher profits in the first quarter of 2006, compared to the same period in 2005. The construction sector in Arizona, Nevada and California remains strong, and demand for steel rebar continues high. The outlook for TAMCO for 2006 remains favorable. James Marlen continued, "While the first quarter is not necessarily representative of the full year, I am pleased with the improved performance and balance of operations. I am optimistic that we will achieve steady earnings growth in 2006." 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. Ameron International Corporation Condensed Consolidated Statements of Income (Unaudited) Three Months Ended --------------------------------- (In thousands, except share and per March 5, February 27, share data) 2006 2005 - ------------------------------------ --------------- --------------- Sales $ 175,292 $ 138,812 Cost of Sales (133,377) (105,800) --------------- --------------- Gross Profit 41,915 33,012 Selling, General and Administrative Expenses (37,455) (32,975) Other Income, Net 957 1,167 --------------- --------------- Income before Interest, Income Taxes and Equity in Earnings of Joint Venture 5,417 1,204 Interest Expense, Net (924) (1,378) --------------- --------------- Income/(Loss) before Income Taxes and Equity in Earnings of Joint Venture 4,493 (174) Provision for Income Taxes (1,662) 61 --------------- --------------- Income/(Loss) before Equity in Earnings of Joint Venture 2,831 (113) Equity in Earnings of Joint Venture, Net of Taxes 780 594 --------------- --------------- Net Income $ 3,611 $ 481 =============== =============== Net Income per Diluted Share $ .41 $ .06 =============== =============== Cash Dividends Paid per Share $ .20 $ .20 =============== =============== 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-----