-----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, U2hGNlKU1Qzaa5AiecrjaRAs/QiY2lJjYZA3nKTWztvWgezvpQPwEsiYP685cUOL RwkG9u1oWTXPJ21uCK6y2w== 0001157523-09-006974.txt : 20091019 0001157523-09-006974.hdr.sgml : 20091019 20091019151758 ACCESSION NUMBER: 0001157523-09-006974 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20091019 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091019 DATE AS OF CHANGE: 20091019 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: 091125824 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 a6076734.htm 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)   October 19, 2009


AMERON INTERNATIONAL CORPORATION
(Exact name of Registrant as specified in its charter)

Delaware

1-9102

  77-0100596

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

245 South Los Robles Avenue

91101

Pasadena, California

(Zip Code)

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code  (626) 683-4000


Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

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 provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 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 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 

On October 19, 2009, the Company issued a press release announcing that, effective as of that date, it has eliminated the position of Chief Operating Officer and has restructured its management team as follows:

 

(1)

James S. Marlen, Chairman and Chief Executive Officer, has taken on the additional title of President;

 

(2)

Gary Wagner has become Senior Vice President, Finance and Administration, and Chief Financial Officer; and

 

(3)

James R. McLaughlin has become Senior Vice President, Corporate Development, and Treasurer.

 

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 
The Company has entered into a letter agreement with Mr. McLaughlin, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Pursuant to this letter agreement, Mr. McLaughlin’s compensation for fiscal years 2009, 2010 and 2011 will not be changed, or determined in a different manner than it was determined for fiscal year 2008, solely as a result of the change in his title. If Mr. McLaughlin elects to take early retirement on June 1, 2011, then: (i) the Company will pay him a pro rata annual Management Incentive Compensation Plan bonus of $180,000 for fiscal year 2011; (ii) all then-unvested restricted stock granted to him after January 1, 2010 will vest in full on June 1, 2011; and (iii) the Company will retain him as a full-time consultant from June 2, 2011 to June 1, 2012 at an annual retainer of $180,000.
 
 
Item 9.01. Financial Statements and Exhibits
 
(d) Exhibits
 

Exhibit No.

Description

10.1 Letter Agreement dated October 19, 2009 between the Company and James R. McLaughlin
99.1 News Release dated October 19, 2009

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 thereto duly authorized.

AMERON INTERNATIONAL CORPORATION

 

 

Dated:

October 19, 2009

By:

 /s/ Stephen E. Johnson

Stephen E. Johnson

Senior Vice President, Secretary and General Counsel

2

EXHIBIT INDEX

 
 

Exhibit

10.1 Letter Agreement dated October 19, 2009 between the Company and James R. McLaughlin
99.1 News Release dated October 19, 2009

3

EX-10.1 2 a6076734-ex101.htm EXHIBIT 10.1

Exhibit 10.1

October 19, 2009

Mr. James R. McLaughlin
Senior Vice President, Chief Financial Officer
   and Treasurer
Ameron International Corporation
245 South Los Robles Avenue
Pasadena, California  91101

Dear Mr. McLaughlin:

Effective October 19, 2009, your title at Ameron International Corporation (the “Company”) will be changed to Senior Vice President, Corporate Development, and Treasurer.  Your compensation for fiscal years 2009, 2010 and 2011 will not be changed, or determined in a different manner than it was determined for fiscal year 2008, solely as a result of this change in title.

If you elect to take early retirement on June 1, 2011, then:

(i) the Company will pay you a pro rata annual Management Incentive Compensation Plan bonus of $180,000 for fiscal year 2011;
 
(ii) all then-unvested restricted stock granted to you after January 1, 2010 will vest in full on June 1, 2011; and
 
(iii) the Company will retain you as a full-time consultant from June 2, 2011 to June 1, 2012 at an annual retainer of $180,000.
Very truly yours,
AMERON INTERNATIONAL CORPORATION
 
 
By /s/ James S. Marlen
James S. Marlen
Chairman and Chief Executive Officer
ACCEPTED AND AGREED TO:
 
 
/s/ James R. McLaughlin

Date:

October 19, 2009

James R. McLaughlin
EX-99.1 3 a6076734-ex991.htm EXHIBIT 99.1

Exhibit 99.1

Ameron Announces Management Restructuring

PASADENA, Calif.--(BUSINESS WIRE)--October 19, 2009--Ameron International Corporation (NYSE: AMN) today announced that it has restructured its management team and eliminated the position of Chief Operating Officer. Effective today: (i) James S. Marlen, Chairman and Chief Executive Officer, has taken on the additional title of President; (ii) Gary Wagner has become Senior Vice President, Finance and Administration, and Chief Financial Officer; and (iii) James R. McLaughlin has become Senior Vice President, Corporate Development, and Treasurer.

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 and fabricated steel products, such as wind towers; fiberglass-composite pipe for transporting oil, chemicals and corrosive fluids and specialized materials and products used in infrastructure projects. The Company’s businesses operate in North America, South America, Europe and Asia. It also participates in several joint-venture companies in the U.S. and the Middle East.

CONTACT:
Ameron International Corporation
James S. Marlen, Chairman, President and Chief Executive Officer
Terrence P. O’Shea, Vice President–Human Resources
626-683-4000

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