8-K

UNITED STATES

 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 21, 2010

AMERON INTERNATIONAL CORPORATION

 (Exact name of Registrant as specified in its charter)

Delaware	1-9102	77-0100596
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

245 South Los Robles 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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

Item 1.01  Entry into Material Definitive Agreement

On October 21, 2010, Ameron International Corporation (the “Company”) announced it had entered into an Eighth Amendment to its $100.0 million revolving credit facility with six banks (the "Revolver"). Under the amendment, for purposes of measuring a Consolidated Fixed Charge Coverage Ratio covenant, the definition of the Consolidated Fixed Charge Coverage Ratio was modified to exclude from the denominator of the ratio a special stock dividend and an open-market share repurchase program, both as more particularly described in Item 8.01 below.  A copy of the Eighth Amendment to the Revolver is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 2.01  Completion of Acquisition or Disposition of Assets

On October 21, 2010, the Company closed the sale of its 50% ownership interest in TAMCO to Gerdau Ameristeel US Inc. (“Buyer”), pursuant to a Stock Purchase Agreement dated September 14, 2010 (the “Agreement”) among the Company, Mitsui & Co. (U.S.A.), Inc. (“Mitsui”), Tokyo Steel Manufacturing Co., Ltd. (“Tokyo” and, together with the Company and Mitsui, “Sellers”) and Buyer.  The Company sold its share in TAMCO to Buyer for $82.5 million in cash and the other two Sellers sold the remaining 50% interest in TAMCO to Buyer for an additional $82.5 million in cash, subject to customary working capital adjustment provisions.  In accordance with the Agreement, at the closing, $10 million of the aggregate purchase price paid to the Sellers was deposited into escrow to satisfy all or a portion of the Sellers’ potential obligations under the post-closing working capital adjustment and indemnification provisions of the Agreement.  At the closing, the Company received cash consideration equal to $78.1 million, net of the $5.0 million deposited into escrow, and plus a closing working capital adjustment of $.6 million. Estimated transaction and other costs totaling $2.2 million and income taxes totaling $19.5 million are expected to be paid from the sale proceeds.

The foregoing description of the transaction does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, a copy of which is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 16, 2010 and is incorporated herein by reference. The Agreement was included to provide investors with information regarding its terms and is not intended to provide other factual information about the parties thereto. The representations, warranties and covenants contained in the Agreement were made only for the purpose of such Agreement, were made as of specific dates and were solely for the benefit of the parties thereto. The assertions embodied in those representations, warranties and covenants are qualified by infor mation in disclosure schedules that were exchanged in connection with signing the Agreement. The disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the Agreement. Accordingly, investors should not rely on the representations, warranties and covenants, or any descriptions thereof, as statements of fact at the time they were made or otherwise.

Item 2.03  Creation of a Direct Financial Obligation

The information set forth under Item 1.01 of this Current Report is incorporated herein by reference.

Item 7.01  Regulation FD Disclosure

On October 22, 2010, the Company issued a press release announcing the closing of the sale of its 50% ownership interest in TAMCO, as well as the special dividend and share repurchase program further described in Item 8.01, below. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information contained in this Item 7.01 (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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Item 8.01  Other Events

On October 22, 2010, the Company announced a special dividend of $3.00 per share of common stock, payable on November 30, 2010 to stockholders of record on November 10, 2010.  On October 22, 2010 the Company also announced that its board of directors had authorized the repurchase of up to $50 million (inclusive of expenses) of its common stock. The authorization permits the Company to buy back shares of common stock in open market or privately negotiated transactions, commencing following the filing of its next Annual Report on Form 10-K, in January 2011.

Item 9.01  Financial Statements and Exhibits

(b)           Pro forma financial information

Unaudited pro forma condensed consolidated financial statements of the Company giving effect to the sale of its interest in TAMCO, and accompanying notes thereto, are included as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference. As further described in Exhibit 99.2, the pro forma condensed consolidated financial statements are based on historical financial statements of the Company, adjusted to give effect to the sale of the interest in TAMCO as if such sale had occurred on August 29, 2010 (in the case of the unaudited condensed consolidated balance sheet) or on December 1, 2008, in the case of the unaudited pro forma condensed consolidated statements of income.

These unaudited pro forma condensed consolidated financial statements are presented for informational purposes only and are not intended to represent and may not be indicative of operating results or financial position that would have occurred had the sale been completed as of the dates presented, nor are such financial statements intended to represent and they may not be indicative of future operating results or financial position of the Company. These unaudited pro forma condensed consolidated financial statements and the accompanying notes should be read together with the Company’s audited consolidated financial statements and accompanying notes as of and for the year ended November 30, 2009, and Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) included in the Company’s Annual Report on Form 10-K for the year ended November 30, 2009, as well as in conjunction with the Company’s unaudited condensed consolidated financial statements and accompanying notes as of and for the quarterly periods ended February 28, 2010, May 30, 2010 and August 29, 2010, and the MD&A included in the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended February 28, 2010, May 30, 2010 and August 29, 2010.

(d)           Exhibits

Exhibit No.	Description
10.1	Eighth Amendment to Credit Agreement dated October 21, 2010
10.2	Stock Purchase Agreement dated September 14, 2010 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 16, 2010).
99.1	Press Release dated October 22, 2010.
99.2	Unaudited Pro Forma Condensed Consolidated Financial Statements of Ameron International Corporation.

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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 25, 2010	By:	/s/ Leonard J. McGill
			Leonard J. McGill
			Senior Vice President, Secretary and General Counsel

EXHIBIT INDEX

Exhibit
10.1	Eighth Amendment to Credit Agreement dated October 21, 2010
10.2	Stock Purchase Agreement dated September 14, 2010 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 16, 2010).
99.1	Press Release dated October 22, 2010.
99.2	Unaudited Pro Forma Condensed Consolidated Financial Statements of Ameron International Corporation

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EX-10.1

Exhibit 10.1

EIGHTH AMENDMENT

THIS EIGHTH AMENDMENT(the "Agreement") dated as of October 21, 2010, is entered into by and among AMERON INTERNATIONAL CORPORATION, a Delaware corporation (the "Borrower"), the Subsidiaries of the Borrower identified as "Guarantors" on the signature pages hereto, the persons identified as "Lenders" on the signature pages hereto and BANK OF AMERICA, N.A., as administrative agent (the "Agent").

W I T N E S S E T H

WHEREAS, the Borrower, the Guarantors, the Lenders and the Agent are party to that certain Credit Agreement dated as of January 24, 2003 (as amended and modified from time to time, the "Credit Agreement").  Unless otherwise defined herein or the context otherwise requires, capitalized terms used in this Agreement, including its preamble and recitals, have the meanings provided in the Credit Agreement.

WHEREAS, the parties hereto have agreed to amend the Credit Agreement as set forth herein.

NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.             Amendment.  The definition of Consolidated Fixed Charge Coverage Ratio appearing in Section 1.01 of the Credit Agreement is amended to read as follows:

"Consolidated Fixed Charge Coverage Ratio" means for any period for the Consolidated Parties, the ratio of (a) the sum of (i) Consolidated EBITDA for such period plus (ii) Consolidated Rental Expenses for such period minus (iii) Consolidated Cash Taxes for such period for such period to (b) the sum of (i) Consolidated Interest Charges for such period plus (ii) Consolidated Scheduled Funded Debt Payments for such period plus (iii) Consolidated Rental Expenses for such period plus (iv) Restricted Payments (other than of the type described in Sections 8.06(a) and (b)).  Notwithstanding the forgoing, if the Borrower has consummated the sale of its interest in TAMCO to Gerdau Ameristeel US Inc. for a sales price of approximately $82,500,000, the following shall not be included in the denominator of the Consolidated Fixed Charge Coverage Ratio:  (A) the Borrower's one-time $3.00 per share dividend to be declared on or about October 15, 2010 and paid on or about November 16, 2010 and (B) repurchases of the Borrower's outstanding common Capital Stock in an aggregate amount not to exceed $50,000,000 pursuant to a share repurchase program to be adopted by the Borrower's board of directors on or about October 15, 2010.

2.             Conditions Precedent. This Agreement shall become effective upon receipt by the Agent of copies of this Agreement duly executed by the Loan Parties and the Required Lenders.

3.             Expenses.  The Borrower agrees to pay all reasonable costs and expenses of the Agent in connection with the preparation, execution and delivery of this Agreement, including without limitation the reasonable fees and expenses of the Agent's legal counsel.

4.             Effect.  Except as expressly modified and amended in this Agreement, all of the terms, provisions and conditions of the Credit Agreement are and shall remain in full force and effect and are incorporated herein by reference, and the obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents are hereby ratified and confirmed and shall remain in full force and effect.  Any and all other documents heretofore, now or hereafter executed and delivered pursuant to the terms of the Credit Agreement are hereby amended so that any reference to the Credit Agreement shall mean a reference to the Credit Agreeme nt as amended hereby.

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5.            Representations and Warranties.  The Borrower and each Guarantor represents and warrants to the Lenders that (i) the representations and warranties set forth in Article VI of the Credit Agreement are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) no Default exists, (iii) none of the Borrower or any Guarantor has any counterclaims, offsets, credits or defenses to the Loan Documents and the performance of their respective obligations thereunder, or if the Borrower or any Guarantor has any such claims, counterclaims, offsets, credits or defenses to the Loan Documents or any transaction related to the Loan Documents, the same are hereby waived, relinquished and released in consideration of the Lenders' execution and delivery of this Agreement and (iv) no amendment to, or consent under, the 2005 Note Purchase Agreement is required in connection with the execution, delivery or performance of this Agreement.

6.             Counterparts.  This Agreement may be executed in any number of counterparts (including facsimile or secure electronic format (.pdf) signatures), each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  It shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.

7.             Governing Law.   This Agreement and the Credit Agreement, shall be governed by and construed in accordance with, the laws of the State of New York.

8.             Successors and Assigns.   This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

9.             Authorization; Enforceability.  The Borrower and each Guarantor hereby represent and warrant as follows:

(a)           The Borrower and each Guarantor have taken all necessary action to authorize the execution, delivery and performance of this Agreement.

(b)           This Agreement has been duly executed and delivered by the Borrower and each Guarantor, and this Agreement and the Credit Agreement constitute the Borrower's and the Guarantors' legal, valid and binding obligations, enforceable in accordance with their terms, except as such enforceability may be subject to (a) Debtor Relief Laws and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(c)           No consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority or third party is required in connection with the execution, delivery or performance by the Borrower or any Guarantor of this Agreement.

10.           Entire Agreement.  This Agreement together with the other Loan Documents represent the entire agreement of the parties and supersedes all prior agreements and understandings, oral or written if any, relating to the Loan Documents or the transactions contemplated herein and therein.

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BORROWER:	AMERON INTERNATIONAL
	CORPORATION
	By:  /s/ James R. McLaughlin
	Name:  James R. McLaughlin
	Title:  SVP, Corporate Development & Treasurer
	By:  /s/ Gary Wagner
	Name:  Gary Wagner
	Title:  SVP, Finance and Administration & CFO
GUARANTORS:	ISLAND READY-MIX CONCRETE, INC.
	By:  /s/ Gary Wagner
	Name:  Gary Wagner
	Title:  Vice President
	CENTRON INTERNATIONAL INC.
	By:  /s/ Gary Wagner
	Name:  Gary Wagner
	Title:  Vice President
	AMERICAN PIPE AND CONSTRUCTION
	INTERNATIONAL
	By:  /s/ Gary Wagner
	Name:  Gary Wagner
	Title:  Vice President & Treasurer
	AMERON HOLDINGS, INC. (f/k/a Contrad)
	By:  /s/ Gary Wagner
	Name:  Gary Wagner
	Title:  Vice President
	AMERCOAT CORPORATION
	By:  /s/ Gary Wagner
	Name:  Gary Wagner
	Title:  Vice President
	BONDSTRAND CORPORATION
	By:  /s/ Gary Wagner
	Name:  Gary Wagner
	Title:  Vice President

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PSX CORPORATION

By:  /s/ Gary Wagner

Name:  Gary Wagner

Title:  Vice President

AMERON COMPOSITES INC.

By:  /s/ Gary Wagner

Name:  Gary Wagner

Title:  Vice President

BOLENCO CORPORATION

By:  /s/ Gary Wagner

Name:  Gary Wagner

Title:  Vice President

TUBOS CALIFORNIA CORPORATION

By:  /s/ Gary Wagner

Name:  Gary Wagner

Title:  Vice President

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ADMINISTRATIVE AGENT:	BANK OF AMERICA, N.A.
	By:  /s/ Bridgett J. Manduk
	Name:  Bridgett J. Manduk
	Title:  Assistant Vice President
LENDERS:	BANK OF AMERICA, N.A.
	By:  /s/ G. Scott Lambert
	Name:  G. Scott Lambert
	Title:  Vice President
	BANK OF THE WEST
	By:  /s/ Brock Mullins
	Name:  Brock Mullins
	Title:  Vice President
	WELLS FARGO BANK, N.A.
	By:  /s/ Ted Wu
	Name:  Ted Wu
	Title:  Vice President
	UNION BANK, N.A.
	By:  /s/ Peter Thompson
	Name:  Peter Thompson
	Title:  Vice President
	COMERICA BANK
	By:  /s/ Mark C. Skrzynski
	Name:  Mark C. Skrzynski
	Title:  Assistant Vice President
	BANK OF HAWAII
	By:  /s/ Anna Hu
	Name:  Anna Hu
	Title:  Vice President

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EX-99.1

Exhibit 99.1

AMERON ANNOUNCES SPECIAL DIVIDEND OF $3.00 PER SHARE AND $50 MILLION STOCK REPURCHASE PROGRAM, UTILIZING PROCEEDS OF THE COMPLETED TAMCO DIVESTITURE

PASADENA, California--(BUSINESS WIRE)--October 22, 2010--Ameron International Corporation (NYSE: AMN) today announced that its Board of Directors declared a special dividend of $3.00 per share of common stock, payable November 30, 2010 to stockholders of record on November 10, 2010. The Board of Directors also approved the Company’s repurchase from time to time of up to an aggregate of $50.0 million of its common stock. The Company further announced the completion of the previously-disclosed divestiture of its partial ownership of TAMCO, a steel mini mill.

The sale of the Company’s 50% ownership of TAMCO to Gerdau Ameristeel US Inc. was completed on October 21, 2010. The Company sold its TAMCO investment for $82.5 million, recognizing an estimated pretax gain of approximately $48.4 million. Under the terms of the sale, Ameron received proceeds of approximately $78.1 million, before post-closing working capital adjustments and other charges and payment of an estimated $19.5 million in income taxes related to the gain, and after deduction of $5.0 million to be held in escrow for a period of time to cover potential price adjustments and indemnification obligations related to the transaction.

The special dividend will total $27.7 million. The Company anticipates that repurchases will primarily be made from time to time in the open market at prevailing market prices. The repurchase program is expected to commence following the filing of the Company’s next annual report on Form 10-K in January 2011, and will be subject to market conditions and other factors, including black-out periods during which the Company is prohibited from trading in the Company’s common stock. Both the special dividend and the stock repurchases are expected to be funded from the Company’s existing cash balances, which totaled approximately $265.0 million after receipt of the TAMCO sale proceeds.

James S. Marlen, Ameron’s Chairman, Chief Executive Officer and President stated, “Ameron’s investment and sale of TAMCO were beneficial, and we wish the employees of TAMCO well under Gerdau’s ownership. The sale permits the Company to focus on its other businesses, including core pipe systems for transmission of water and corrosive fluids and gases and infrastructure products.”

Marlen continued, “The sale of TAMCO eliminates the potential need for additional capital from the Company to maintain and expand TAMCO’s competitive position. Without the commitment to fund TAMCO and with the proceeds from the sale, we believe that the Company has sufficient cash to support both the special dividend and the stock repurchase program as well as to continue investing in growth opportunities. Over the last four years, the Company invested nearly $100 million in new plants, products and technologies, including four new fiberglass pipe plants in Brazil and Texas and a wind tower plant in California. Even with this unusually-high level of investment, cash balances grew due to the Company’s strong cash flow from operations. Looking forward, additional internal gr owth initiatives are being planned, and we continue to evaluate external acquisitions of related businesses.”

Marlen concluded, “This one-time cash dividend and the commencement of a stock repurchase program reflect our commitment to enhancing stockholder value. The decision to take these steps is based on the Company’s solid capitalization, our positive long-term outlook for the Company’s businesses, and our assessment that future cash flows and access to credit will permit continued investment. We expect internal growth opportunities and strategic acquisitions to continue to enhance shareholder value in the future.”

About Ameron International Corporation

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. The Company also has partial ownership in several unconsolidated affiliates in the Middle East.

All statements in this press release and in all future press releases that do not directly and exclusively relate to historical facts constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements represent the intentions, plans, expectations and beliefs of Ameron International Corporation (the “Company” or “Ameron”), and are subject to risks, uncertainties and other factors, many of which are outside the Company’s control. These factors could cause actual results to differ materially from such forward-looking statements. For a written description of these factors, see the section titled “Risk Factors” in the CompanyR 17;s Annual Report on Form 10-K for the period ended November 30, 2009. The Company disclaims any intention or obligation to update these forward-looking statements whether as a result of subsequent events or otherwise except as required by law.

CONTACT:

James S. Marlen, Chairman, Chief Executive Officer and President

Gary Wagner, Senior Vice President, Finance and Administration & Chief Financial Officer

James R. McLaughlin, Senior Vice President, Corporate Development & Treasurer

Telephone:   626-683-4000

EX-99.2

Exhibit 99.2

Ameron International Corporation and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statement of Income
	Nine Months Ended August 29, 2010
				Pro Forma
(Dollars in thousands, except per share data)	As Reported			Adjustments			Pro Forma
Sales	$	379,761		$	-		$	379,761
Cost of sales		(282,338	)					(282,338	)
Gross profit		97,423						97,423
Selling, general and administrative expenses		(75,516	)					(75,516	)
Other income, net		3,643						3,643
Income before interest, income taxes and equity in loss of affiliate		25,550						25,550
Interest expense, net		(655	)					(655	)
Income before income taxes and equity in loss of affiliate		24,895						24,895
Provision for income taxes		(4,008	)					(4,008	)
Income before equity in loss of affiliate		20,887						20,887
Equity in loss of affiliate, net of taxes		(1,353	)		1,353	a		-
Net income	$	19,534		$	1,353		$	20,887
Net income per share allocated to Common Stock
Basic	$	2.11		$	.15	b	$	2.26
Diluted	$	2.11		$	.15	b	$	2.26
Weighted-average shares (basic)		9,200,511			9,200,511			9,200,511
Weighted-average shares (diluted)		9,215,993			9,215,993			9,215,993

Ameron International Corporation and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statement of Income
	Year Ended November 30, 2009
				Pro Forma
(Dollars in thousands, except per share data)	As Reported			Adjustments			Pro Forma
Sales	$	546,944		$	-		$	546,944
Cost of sales		(401,492	)					(401,492	)
Gross profit		145,452						145,452
Selling, general and administrative expenses		(99,976	)					(99,976	)
Other income, net		7,448						7,448
Income from continuing operations before interest, income taxes and equity in loss of affiliate		52,924						52,924
Interest income, net		588						588
Income from continuing operations before income taxes and equity in loss of affiliate		53,512						53,512
Provision for income taxes		(15,517	)					(15,517	)
Income from continuing operations before equity in loss of affiliate		37,995						37,995
Equity in loss of affiliate, net of taxes		(5,512	)		5,512	a		-
Income from continuing operations		32,483			5,512			37,995
Income from discontinued operations, net of taxes		817						817
Net income	$	33,300		$	5,512		$	38,812
Basic earnings per share:
Income from continuing operations	$	3.54		$	.60	c	$	4.14
Income from discontinued operations, net of taxes	$	.09		$	-		$	.09
Net income	$	3.63		$	.60		$	4.23
Diluted earnings per share:
Income from continuing operations	$	3.54		$	.60	c	$	4.14
Income from discontinued operations, net of taxes	$	.09		$	-		$	.09
Net income	$	3.63		$	.60		$	4.23
Weighted-average shares (basic)		9,166,558			9,166,558			9,166,558
Weighted-average shares (diluted)		9,184,771			9,184,771			9,184,771

Ameron International Corporation and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Balance Sheet
	As of August 29, 2010
				Pro Forma
(Dollars in thousands)	As Reported			Adjustments				Pro Forma
ASSETS
Current assets
Cash and cash equivalents	$	179,946		$	76,067		d	$	256,013
Receivables, less allowances of $4,860		150,922							150,922
Inventories		63,887							63,887
Deferred income taxes		18,961							18,961
Prepaid expenses and other current assets		11,401							11,401
Total current assets		425,117			76,067				501,184
Investments
Equity method affiliate		25,661			(25,661	)	e		-
Cost method affiliates		3,784							3,784
Property, plant and equipment
Land		46,041							46,041
Buildings		101,897							101,897
Machinery and equipment		364,722							364,722
Construction in progress		34,087							34,087
Total property, plant and equipment at cost		546,747							546,747
Accumulated depreciation		(301,591	)						(301,591	)
Total property, plant and equipment, net		245,156							245,156
Deferred income taxes		14,321			142		f		14,463
Goodwill and intangible assets, net of accumulated amortization of $1,281		2,062							2,062
Other assets		46,826			5,000		g		51,826
Total assets	$	762,927		$	55,548			$	818,475
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current portion of long-term debt	$	7,539		$	-			$	7,539
Trade payables		43,234							43,234
Accrued liabilities		77,678			2,200		h		79,878
Income taxes payable		4,313			19,543		f		23,856
Total current liabilities		132,764			21,743				154,507
Long-term debt, less current portion		31,006							31,006
Deferred income taxes		1,755							1,755
Other long-term liabilities		94,256							94,256
Total liabilities		259,781			21,743				281,524
Commitments and contingencies
Stockholders' equity
Common Stock, par value $2.50 per share, authorized 24,000,000 shares, outstanding 9,247,105 shares		30,047							30,047
Additional paid-in capital		60,705							60,705
Retained earnings		511,427			29,335		i		540,762
Accumulated other comprehensive loss		(41,964	)		4,470		j		(37,494	)
Treasury Stock (2,771,637 shares)		(57,069	)						(57,069	)
Total stockholders' equity		503,146			33,805				536,951
Total liabilities and stockholders' equity	$	762,927		$	55,548			$	818,475

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED FINANCIAL INFORMATION

Note 1 – Description of Transaction

On September 14, 2010, Ameron International Corporation (the “Company”) entered into a Stock Purchase Agreement (the “Agreement”) with Mitsui & Co. (U.S.A.), Inc. (“Mitsui”), Tokyo Steel Manufacturing Co., Ltd. (“Tokyo” and, together with the Company and Mitsui, “Sellers”) and Gerdau Ameristeel US Inc. (“Buyer”).  Pursuant to the Agreement, the Company sold its 50% ownership interest in TAMCO to Buyer for $82.5 million in cash (“Investment Sale”) and the other two Sellers sold the remaining 50% interest in TAMCO to Buyer for an additional $82.5 million in cash. The Investment Sale was completed on October 21, 2010.

Note 2 – Pro Forma Adjustments

The accompanying unaudited pro forma condensed consolidated financial statements were prepared to reflect the effect of the Investment Sale on the Company’s historical results of operations and financial position. The unaudited pro forma condensed consolidated statements of income for the nine months ended August 29, 2010 and the year ended November 30, 2009 present the Company’s results of operations as if the Investment Sale had occurred on December 1, 2008. The unaudited pro forma condensed consolidated balance sheet gives effect to the Investment Sale as if the transaction had occurred on August 29, 2010.

The pro forma adjustments presented herein are based on estimates and certain information that is currently available and may change as additional information becomes available. The unaudited pro forma condensed consolidated financial statements are presented for informational purposes only and are not necessarily indicative of the results of operations or the financial position that would have been achieved had the Investment Sale been completed at the beginning of or as of the periods presented, nor are the pro forma condensed consolidated financial statements indicative of the future results of operations or future financial position of the Company.

The pro forma adjustments are as follows (dollars in thousands):

a. These adjustments eliminate equity in losses of affiliate, which were directly attributable to TAMCO.

b. These adjustments eliminate net loss per share allocated to Common Stock, under the two-class method, related to TAMCO.

c. These adjustments eliminate net loss per share related to TAMCO.

d. This adjustment reflects the $82,500 of cash consideration received from Buyer, less $1,433 for estimated closing working capital adjustment and $5,000 of proceeds held in escrow. Actual proceeds received on October 21, 2010 totaled $78,067, which is $2,000 higher than this pro forma adjustment due to the Company’s $2,000 advance to TAMCO in October 2010 which increased TAMCO's closing working capital and the amount the Company received as part of the estimated closing working capital purchase price adjustment.

e. This adjustment eliminates the carrying value of the Company's investment in and advances to TAMCO as of August 29, 2010.

f. These adjustments reflect the income taxes payable as a result of the transaction ($19,543), in addition a net increase in deferred tax assets relating to the Company's sale of TAMCO ($142).

g. This adjustment reflects $5,000 of proceeds held in escrow to cover potential post-closing working capital adjustments to the sale proceeds or indemnity obligations of the Company as described in the Agreement.

h. This adjustment reflects $2,200 in estimated transaction and other costs.

i. This adjustment reflects the estimated gain on the sale of TAMCO as if the transaction had been consummated on August 29, 2010:

Investment sale price	$	82,500
Less: pro forma closing working capital adjustment		(1,433	)
Adjusted pro forma investment sale price		81,067
Less:
Investment in and advances to TAMCO		(25,661	)
Accumulated other comprehensive loss		(4,848	)
Estimated transaction and other costs		(2,200	)
Estimated gain before taxes		48,358
Estimated income taxes on gain		(19,023	)
Estimated gain, net of taxes	$	29,335

j. This adjustment eliminates accumulated other comprehensive loss related to TAMCO’s defined benefit pension plans, net of tax of $378.