ameron_10ka08.htm
United
States
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(AMENDMENT
NO. 1)
x ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For
the fiscal year ended November 30, 2008
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.
Employer Identification No.)
|
245
South Los Robles Avenue
Pasadena,
CA 91101-3638
(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:
Title
of each class
|
|
Name
of each exchange on which registered
|
Common
Stock $2.50 par value
|
|
New
York Stock Exchange
|
SECURITIES
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes ¨ No
x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes ¨ No
x
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. ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the
Exchange Act).
Large
accelerated filer x
|
Accelerated
filer ¨
|
Non-accelerated
filer ¨
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes ¨ No
x
AMERON
INTERNATIONAL CORPORATION AND SUBSIDIARIES
The
aggregate market value of voting and non-voting common equity held by
non-affiliates was approximately $1,038 million on May 30, 2008, based upon
the last reported sales price of such stock on the New York Stock Exchange on
that date.
On
January 23, 2009 there were 9,188,692 shares of Common Stock, $2.50 par
value, outstanding. No other class of Common Stock
exists.
EXPLANATORY
NOTE
This
Amendment No. 1 on Form 10-K/A ("Amendment No. 1") amends the Annual Report on
Form 10-K for the year ended November 30, 2008 (the "Original Filing") of Ameron
International Corporation (the "Company") and is being filed to amend Part IV,
Item 15(c) of the Original Filing, to add the financial statements of TAMCO as
of November 30, 2008, and for each of the three years in the period ended
November 30, 2008 and Reports of Independent Registered Public Accounting Firms,
as provided in Exhibit 99.1.
SIGNATURES
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/
Stephen E. Johnson
|
|
|
Stephen
E. Johnson, Senior Vice President &
Secretary
|
Date:
February 26, 2009
AMERON
INTERNATIONAL CORPORATION AND SUBSIDIARIES
EXHIBIT
INDEX
EXHIBIT NO.
|
DESCRIPTION OF EXHIBIT
|
23.2
|
Consent
of PricewaterhouseCoopers LLP
|
31.1
|
Section 302
Certification of Chief Executive Officer
|
31.2
|
Section 302
Certification of Chief Financial Officer
|
32
|
Section 906
Certification of Chief Executive Officer and Chief Financial
Officer
|
99.1
|
TAMCO
Financial Statements as of November 30, 2008, and for each of the three
years in the period ended November 30, 2008 and Report of Independent
Registered Public Accounting
Firm
|