United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended November 30, 1997 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 1-9102
AMERON INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 77-0100596
(State of Incorporation) (I.R.S. EmployerIdentification No.)
245 South Los Robles Avenue
Pasadena, CA 91101
(Address and Zip Code of principal executive offices)
Registrant's telephone number, including area code: (626) 683-4000
Securities Registered Pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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Common Stock $2.50 par value New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No ___
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
The Registrant estimates that as of February 20, 1998 the aggregate
market value of the shares of its Common Stock, $2.50 par value, held by
non-affiliates of the Registrant (that is, shares beneficially owned by other
than executive officers and directors) was in excess of $222 million.
On February 20, 1998 there were 4,006,362 shares of Common Stock, $2.50
par value outstanding. This is the only class of Common Stock outstanding.
Documents Incorporated by Reference
1. Portions of Ameron's 1997 Annual Report to Stockholders (Parts I, II
and IV).
2. Portions of Ameron's Proxy Statement for the 1998 Annual Meeting of
Stockholders (Part III).
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K
(a) (3) Exhibits This Report
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3(i) Certificate of Incorporation 19
3(ii) Bylaws 20
4 Instrument Defining the Rights of Security Holders,
Including Indentures 21
10 Material Contracts 22
13 Annual Report 23
21 Subsidiaries of the Registrant 24
23 Consent of Independent Public Accountants 25
Pursuant to the requirements of Section 13 or 15(d) 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
By:/s/ Javier Solis
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Javier Solis, Senior Vice President & Secretary
Date: April 22, 1998
INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
1. Note Agreement dated September 1, 1990 re: Senior Notes due September 15,
2000, which document is incorporated by reference to Annual Report on Form
10-K filed with the Commission for Registrant's fiscal year ended November
30, 1990.
2. Note Agreement dated November 15, 1991 re: Senior Notes due November 15,
1998, which document is incorporated by reference to Annual Report on Form
10-K filed with the Commission for Registrant's fiscal year ended November
30, 1991.
3. Note Purchase Agreement dated August 28, 1996 re: Senior Notes due
September 1, 2006, which document is incorporated by reference to Annual
Report on Form 10-K filed with the Commission for Registrant's fiscal
year ended November 30, 1996.
4. Amended and Restated Rights Agreement dated December 16, 1996,
which document is incorporated by reference to Form 8-A/A, Amendment No. 3
filed with the Commission on February 5, 1997.
The Company agrees to provide to the Securities and Exchange Commission, on
request, copies of instruments defining the rights of security holders of
long-term debt of the Company.
EXHIBIT 4