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): 3-23-05
AMERON INTERNATIONAL CORPORATION
(Exact name of Registrant as Specified in its Charter)
Delaware 1-9102 77-0100596
(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification Nol.)
245 South Los Robles Ave., 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:
/ / Written communications pursuant to Rule 425 under the Securities Act
(17 CFG 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 CFT240.14d-2(b))
/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e4(c))
Item 5.02(b) - Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
1. Director John F. King retired effective March 23, 2004.
2. Director Thomas L. Lee did not stand for re-election.
Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
Effective March 23, 2005 Ameron International Cororation (the "Company")
amended the By-laws to reduce the number of directors to seven (7) from (9).
Item 2.02 - Results of Operations and Financial Condition
On March 23, 2005, the Company issued a press release regarding the
Company's results of operations for the first quarter ended February 27, 2005. A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
The information in this report, including the exhibit attached hereto, is
being furnished pursuant to Item 2.02 and shall not be deemed to be "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities thereunder. The information in this report
will not be deemed an admission as to the materiality of any information
required to be disclosed solely to satisfy the requirements of Regulation FD OR
Item 12.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Cautionary statement for purposes of the 'Safe Harbor" provisions of The
Private Securities Litigation Reform Act of 1995: Any statements in this report
that refer to the exhibit attached hereto, that refer to the estimated or
anticipated future results of the Registrant are forwarded-looking and reflect
the Registrant's current analysis of existing trends and information. Actual
results may differ from current expectations based on a number of factors
affecting the Registrant's businesses, including competitive conditions and
changing market situations. Matters affecting the economy generally, including
the state of economies worldwide, can also affect the Registrant's results.
Forward-looking statements represent the Registrant's judgment only as of the
date of this report. Since actual results could differ materially from such
statements, the reader is cautioned not to rely on these forward-looking
statements. Moreover, the Registrant disclaims any intent or obligation to
update these forward-looking statements.
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.
AMERON INTERNATIONAL CORPORATION
Date: March 23, 2005 By: /s/ Javier Solis
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Javier Solis
Senior Vice President & Secretary