UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the Securities and Exchange Act of 1934
Date of report (date of earliest event reported): November 12, 2007
AMERON INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-9102 77-0100596
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
245 South Los Robles Avenue
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 provisions:
[ ] 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))
Items 1.01 and 3.03. Entry into a Material Definitive Agreement; Material
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Modification to Rights of Security Holders.
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On November 12, 2007, Ameron International Corporation ("Ameron" or the
"Company") issued a press release announcing it had entered into a Shareholder
Rights Agreement (the "Rights Agreement"). The Rights Agreement is designed to
deter the use of coercive or abusive takeover tactics by one or more parties
interested in acquiring Ameron or a significant position in Ameron common stock,
as well as to generally assist the Board in representing the interests of all
shareholders in connection with takeover proposals. The Rights Agreement
accomplishes these objectives by encouraging a potential acquiror to negotiate
with the Board. The Rights Agreement was not adopted in response to any effort
to acquire control of Ameron; rather, it replaces a similar shareholder rights
agreement which expired by its terms on December 16, 2006.
One "Right" will be issued for each share of Ameron common stock
outstanding as of November 16, 2007. Once exercisable, each Right will represent
the right to purchase a unit consisting of 1/100th of a share of Ameron's
preferred stock at a per unit price of $150, subject to adjustment as set forth
in the Rights Agreement. The Rights will not become exercisable, and separate
Rights Certificates will not be issued, unless the Rights are triggered. The
Rights would be triggered by, among other things, a person or group acquiring or
announcing an intention to acquire 20% or more of Ameron's voting stock, or upon
the consummation of a transaction in which Ameron is not the surviving entity,
the outstanding shares of Ameron common stock are exchanged for stock or assets
of another person, or 50% or more of Ameron's consolidated assets or earning
power are sold. However, the Rights Agreement would not be triggered by an all
cash, fully financed cash offer for 100% of the outstanding shares of Ameron
common stock at an offer price per share which represents a reasonable premium
over the market price of Ameron common stock for the 30 trading days immediately
preceding the date on which the offer is commenced.
The Rights will expire on November 11, 2008, unless extended by
Ameron's shareholders, in which case, the Rights will expire on November 11,
2010. Subject to certain exceptions, the Rights are redeemable by action of
Ameron's Board of Directors at a nominal price per Right.
The Company has filed a Registration Statement on Form 8-A (the "Form
8-A") with the U.S. Securities and Exchange Commission that contains additional
information regarding the terms and conditions of the Rights Agreement, the
Rights and the preferred stock. A copy of the Rights Agreement has been filed
with the Securities and Exchange Commission as Exhibit 1 to the Form 8-A and is
incorporated herein by reference. A copy of the press release is attached hereto
as Exhibit 99.1. The foregoing summary description of the Rights Agreement, the
Rights and the preferred stock does not purport to be complete and is qualified
in its entirety by reference to the Rights Agreement, which is incorporated
herein by reference.
Item 9.01. Financial Statement and Exhibits.
The following exhibits are filed as part of this report.
Exhibit Description
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4.1 Rights Agreement dated as of November 12, 2007 by and between
Ameron International Corporation and Computershare Trust
Company, N.A. as Rights Agent, filed as Exhibit 1 to the
Registration Statement on Form 8-A of Ameron International
Corporation and incorporated herein by reference.
99.1 Press Release dated November 12, 2007 of Ameron International
Corporation.
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.
Dated: November 12, 2007
AMERON INTERNATIONAL CORPORATION
By: /s/ Javier Solis
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Name: Javier Solis
Title: Senior Vice President & Secretary