SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 3
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMERON INTERNATIONAL CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 77-0100596
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(State of Incorporation or (I.R.S. Employer
Organization) Identification No.)
245 South Los Robles Avenue, Pasadena CA 91101
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(Address of principal (Zip code)
executive offices)
If this Form relates to the If this Form relates to the registration of a
registration of a class of class of debt securities and is to become
debt securities and is effective simultaneously with the
effective upon filing effectiveness of a concurrent registration
pursuant to General statement under the Securities Act of 1933
Instruction A(c)(1) please pursuant to General Instruction A(c)(2) please
check the following box. [ ] check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Common Stock, New York Stock Exchange
par value $2.50 per share ------------------------------
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New York Stock Exchange
Preferred Stock Purchase Rights ------------------------------
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Securities to be registered pursuant to Section 12(g) of the Act: None
The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its registration statement
on Form 8-A dated April 8, 1987, as amended on Form 8 dated January 22, 1988,
and as amended on Form 8 dated March 4, 1991, with respect to its Preferred
Stock Purchase Rights, as set forth in the pages attached hereto:
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
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At the meeting of the Board of Directors of Ameron International
Corporation (the "Company") on November 20, 1996, the Board approved the third
amendment to the stock purchase rights (as amended, the "Rights") that were
distributed to the stockholders of the Company on April 15, 1987 (the "Record
Date").
The following is a brief description of the Rights. It is intended to
provide a general description only and is subject to the detailed terms and
conditions of a Third Amended and Restated Rights Agreement (the "Rights
Agreement") dated as of December 16, 1996, by and between the Company and First
Chicago Trust Company of New York, a New York corporation, as Rights Agent (the
"Rights Agent").
COMMON SHARE CERTIFICATES REPRESENTING RIGHTS
---------------------------------------------
Until the Distribution Date (as defined below), (a) the Rights shall
not be exercisable, (b) the Rights shall be attached to and trade only together
with the shares of common stock of the Company, par value $2.50 per share
("Common Shares") and (c) the stock certificates representing Common Shares
shall also represent the Rights attached to such Common Shares. Common Share
certificates issued after the Record Date and prior to the Distribution Date
shall contain a notation incorporating the Rights Agreement by reference.
DISTRIBUTION DATE
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The "Distribution Date" is the earliest of (a) the tenth business day
following the date of the first public announcement that any person (other than
the Company or certain related entities) has become the beneficial owner of 15%
or more of the then outstanding Common Shares (such person is a "15%
Stockholder" and the date of such public announcement is the "15% Ownership
Date"), (b) the tenth business day (or such later day as shall be designated by
the Board of Directors) following the date of the commencement of, or the
announcement of an intention to make, a tender offer or exchange offer, the
consummation of which would cause any person to become a 15% Stockholder or (c)
the first date, on or after the 15% Ownership Date, upon which the Company is
acquired in a merger or other business combination in which the Company is not
the surviving corporation or in which the outstanding Common Shares are changed
into or exchanged for stock or assets of another person, or upon which 50% or
more of the Company's consolidated assets or earning power are sold (other than
in transactions in the ordinary course of business). In calculating the
percentage of outstanding Common Shares that are beneficially owned by any
person, such person shall be deemed to beneficially own any Common Shares
issuable upon the exercise, exchange or conversion of any options, warrants or
other securities beneficially owned by such person; provided, however, that such
Common Shares
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shall not be deemed outstanding for the purpose of calculating the percentage of
Common Shares that are beneficially owned by any other person. Notwithstanding
the foregoing, if any person is the beneficial owner of at least 15% of the
outstanding Common Shares on the date of the Rights Agreement, or thereafter
becomes the beneficial owner of at least 15% of the outstanding Common Shares as
a result of any increase in the number of Common Shares issuable upon the
exercise, exchange or conversion of outstanding securities, or any decrease in
the number of outstanding Common Shares resulting from any stock repurchase plan
or self tender offer of the Company, then such person shall not be deemed a "15%
Stockholder" until such person thereafter acquires beneficial ownership of, in
the aggregate, a number of additional Common Shares equal to 1% or more of the
then outstanding Common Shares.
Upon the close of business on the Distribution Date, the Rights shall
separate from the Common Shares, Right certificates shall be issued and the
Rights shall become exercisable to purchase shares of Series A Junior
Participating Cumulative Preferred Stock of the Company ("Preferred Shares") as
described below.
ISSUANCE OF RIGHT CERTIFICATES
------------------------------
As soon as practicable following the Distribution Date, separate
certificates representing only Rights shall be mailed to the holders of record
of Common Shares as of the close of business on the Distribution Date, and such
separate Right certificates alone shall represent such Rights from and after the
Distribution Date.
EXPIRATION OF RIGHTS
--------------------
The Rights shall expire on the later of December 16, 2006 and the
tenth anniversary of the Distribution Date, unless earlier redeemed or
exchanged.
EXERCISE OF RIGHTS
------------------
Unless the Rights have expired or been redeemed or exchanged, they may
be exercised, at the option of the holders, pursuant to paragraphs (a), (b) or
(c) below. No Right may be exercised more than once or pursuant to more than
one of such paragraphs. From and after the first event of the type described in
paragraphs (b) or (c) below, each Right that is beneficially owned by a 15%
Stockholder or that was attached to a Common Share that is subject to an option
beneficially owned by a 15% Stockholder shall be void.
(a) Right to Purchase Preferred Shares. From and after the close of
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business on the Distribution Date, each Right (other than a Right that has
become void) shall be exercisable to purchase one one-hundredth of a share of
Series A Junior Participating Cumulative Preferred Stock, par value $1.00 per
share, of the Company (the "Preferred Shares"), at an exercise price of $175.00
(the "Exercise Price"). Prior to the Distribution Date, the Company may
substitute for all or any portion of the Preferred Shares that would otherwise
be issuable upon exercise of the Rights, cash, assets or other securities having
the same aggregate value as such Preferred Shares. The Preferred Shares are
nonredeemable and, unless otherwise provided in connection with the creation of
a subsequent series of preferred stock, are subordinate to any
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other series of the Company's preferred stock, whether issued before or after
the issuance of the Preferred Shares. The Preferred Shares may not be issued
except upon exercise of Rights. Holders of Preferred Shares are entitled to
receive when, as and if declared, the greater of (i) cash and non-cash dividends
per Preferred Share in an amount equal to 100 times the dividends declared on
each Common Share or (ii) a preferential quarterly dividend of $2.50 per
Preferred Share ($.025 per one one-hundredth of a Preferred Share). In the event
of liquidation, the holders of Preferred Shares shall be entitled to receive a
liquidation payment per Preferred Share in an amount equal to the greater of (1)
$100 per Preferred Share ($1.00 per one one-hundredth of a Preferred Share),
plus all accrued and unpaid dividends and distributions on the Preferred Shares,
or (2) an amount equal to 100 times the aggregate amount to be distributed per
Common Share. Each Preferred Share has 100 votes, voting together with the
Common Shares. In the event of any merger, consolidation or other transaction in
which Common Shares are exchanged, the holder of a Preferred Share shall be
entitled to receive 100 times the amount received per Common Share. The rights
of the Preferred Shares as to dividends, voting and liquidation preferences are
protected by antidilution provisions. It is anticipated that the value of one
one-hundredth of a Preferred Share should approximate the value of one Common
Share.
(b) Right to Purchase Common Shares of the Company. From and after
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the close of business on the tenth business day following the 15% Ownership
Date, each Right (other than a Right that has become void) shall be exercisable
to purchase, at the Exercise Price (initially $175.00), Common Shares with a
market value equal to two times the Exercise Price. If the Company does not
have sufficient Common Shares available for all Rights to be exercised, the
Company shall substitute for all or any portion of the Common Shares that would
otherwise be issuable upon the exercise of the Rights, cash, assets or other
securities having the same aggregate value as such Common Shares.
(c) Right to Purchase Common Stock of a Successor Corporation. If, on
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or after the 15% Ownership Date, (i) the Company is acquired in a merger or
other business combination in which the Company is not the surviving
corporation, (ii) the Company is the surviving corporation in a merger or other
business combination in which all or part of the outstanding Common Shares are
changed into or exchanged for stock or assets of another person or (iii) 50% or
more of the Company's consolidated assets or earning power are sold (other than
in transactions in the ordinary course of business), then each Right (other than
a Right that has become void) shall thereafter be exercisable to purchase, at
the Exercise Price (initially $175.00), shares of common stock of the surviving
corporation or purchaser, respectively, with an aggregate market value equal to
two times the Exercise Price.
ADJUSTMENTS TO PREVENT DILUTION
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The Exercise Price, the number of outstanding Rights and the number of
Preferred Shares or Common Shares issuable upon exercise of the Rights are
subject to adjustment from time to time as set forth in the Rights Agreement in
order to prevent dilution.
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CASH PAID INSTEAD OF ISSUING FRACTIONAL SECURITIES
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With certain exceptions, no adjustment in the Exercise Price shall be
required until cumulative adjustments require an adjustment of at least 1%. No
fractional securities shall be issued upon exercise of a Right (other than
fractions of Preferred Shares that are integral multiples of one one-hundredth
of a Preferred Share and that may, at the election of the Company, be evidenced
by depositary receipts) and in lieu thereof, an adjustment in cash shall be made
based on the market price of such securities on the last trading date prior to
the date of exercise.
REDEMPTION
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At any time prior to the earlier of (a) the tenth business day
following the 15% Ownership Date or (b) the first event of the type described in
section (c) under "Exercise of Rights" above, the Board of Directors may, at its
option, direct the Company to redeem the Rights in whole, but not in part, at a
price of $.10 per Right (the "Redemption Price"), and the Company shall so
redeem the Rights. Immediately upon such action by the Board of Directors (the
date of such action is the "Redemption Date"), the right to exercise Rights
shall terminate and the only right of the holders of Rights thereafter shall be
to receive the Redemption Price.
EXCHANGE
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At any time from and after the tenth business day following the 15%
Ownership Date, the Board of Directors may, at its option, direct the Company to
exchange all, but not less than all, of the then outstanding Rights for Common
Shares at an exchange ratio (the "Exchange Ratio") of one Right for such number
of Common Shares of the Company as shall equal the result obtained by (i)
multiplying the Current Market Price per Common Share on the record date for
such exchange by the number of Common Shares for which a Right is exercisable on
such record date, (ii) subtracting from such product the Exercise Price on such
Record Date, and (iii) dividing such difference by the Current Market Price per
Common Share on such record date, and the Company shall so exchange the Rights.
Immediately upon such action by the Board of Directors, the right to exercise
Rights shall terminate and the only right of the holders of Rights thereafter
shall be to receive a number of Common Shares in accordance with the Exchange
Ratio.
NO STOCKHOLDER RIGHTS PRIOR TO EXERCISE
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Until a Right is exercised, the holder thereof, as such, shall have no
rights as a stockholder of the Company (other than rights resulting from such
holder's ownership of Common Shares), including, without limitation, the right
to vote or to receive dividends.
AMENDMENT OF RIGHTS AGREEMENT
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The Board of Directors may, from time to time, without the approval of
any holder of Rights, direct the Company and the Rights Agent to supplement or
amend any provision of the Rights Agreement in any manner, whether or not such
supplement or amendment is adverse to any holder of Rights, and the Company and
the Rights Agent shall so supplement or amend such provision; provided, however,
that from and after the earliest of (a) the tenth business day following the 15%
Ownership Date, (b) the first event of the type described in section (c) under
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"Exercise of Rights" above, or (c) the Redemption Date, the Rights Agreement
shall not be supplemented or amended in any manner that would materially and
adversely affect any holder of outstanding Rights other than a 15% Stockholder.
ITEM 2. EXHIBITS
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(1) Form of Third Amended and Restated Rights Agreement dated as of
December 16, 1996 between Ameron International Corporation and First Chicago
Trust Company of New York, as Rights Agent, which includes as Exhibit A the form
of Right Certificate.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: 12/20/96 AMERON INTERNATIONAL
______________ CORPORATION
By /s/ Javier Solis
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Javier Solis,
Senior Vice President, Secretary
and General Counsel
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EXHIBIT INDEX
Exhibit No.
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(1) Form of Third Amended and
Restated Rights Agreement dated
as of December 16, 1996 between
Ameron International Corporation
and First Chicago Trust Company
of New York, as Rights Agent,
which includes as Exhibit A the
form of Right Certificate.
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