Ameron International Corporation (NYSE:AMN) today announced that the independent members of its Board of Directors (the "Independent Directors") have completed an internal inquiry into the veracity of certain allegations made by Barington Capital Group, L.P., an activist investment firm based in New York. After a thorough inquiry, the Company's Independent Directors concluded that Barington's allegations were baseless and unfounded. The Independent Directors initiated the inquiry shortly after receiving a letter on January 5, 2011 from Barington.
Based on, among other things, review of the Company's books and records, review of the Company's past disclosure, interviews with certain of the Company's employees and third parties and the report of outside counsel, the Independent Directors concluded that contrary to Barington's allegations: (1) James Marlen, the Company's Chief Executive Officer, has not committed any wrongdoing; (2) the Company's prior disclosures relating to perquisites for Mr. Marlen were accurate in all but insignificant respects, (3) the disclosure practices for Mr. Marlen were consistent with those of the Company's other named executive officers; and (4) the Company's prior related party transaction disclosures complied in good faith with the rules and regulations of the Securities and Exchange Commission.
Focusing on specific Barington allegations, the Independent Directors found that the Company's succession planning process is firmly on track, the atmosphere among employees is positive, the Company did not pay for any of Mr. Marlen's residences, including his apartment in Pasadena, or for his expenses if he was vacationing, and that the Board held only one meeting outside of California, and that was a meeting which was fully disclosed in the Company's 2006 proxy statement.
Regarding the employment of Mr. Marlen's sons, the Independent Directors also found that James and John Marlen were hired by the Company in a manner consistent with the Company's policies and procedures, and Andrew Marlen was hired by TAMCO, an uncontrolled unconsolidated affiliate, without Mr. Marlen's involvement in the hiring process.
The Independent Directors' Recommendations
The Independent Directors recommended that the Company make additional disclosure with respect to the employment of Mr. Marlen's sons in its preliminary proxy statement, filed February 9, 2011, beyond what the Company believes is required by the Securities and Exchange Commission rules. Additionally, the Independent Directors adopted a new related party policy in addition to the Company's existing conflict of interest policy.
About Ameron
Ameron International Corporation is a multinational manufacturer of highly-engineered products and materials for the chemical, industrial, energy, transportation and infrastructure markets. Traded on the New York Stock Exchange (AMN), Ameron is a leading producer of water transmission lines and fabricated steel products, such as wind towers; fiberglass-composite pipe for transporting oil, chemicals and corrosive fluids and specialized materials; and products used in infrastructure projects. The Company's businesses operate in North America, South America, Europe and Asia. The Company also has partial ownership in several unconsolidated affiliates in the Middle East.
All statements in this press release and in all future press releases that do not directly and exclusively relate to historical facts, including, but not limited to, those related to future operating results, strategic initiatives, geographic expansion, capital expenditures, employee opinions or morale, stockholder concerns, the undertaking or results of any review of prior public disclosures and the undertaking of any additional disclosure or implementation of any new policies, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements represent the intentions, plans, expectations and beliefs of Ameron International Corporation, and are subject to risks, uncertainties and other factors, many of which are outside the Company's control. These factors could cause actual results to differ materially from such forward-looking statements. For a written description of these factors, see the section titled "Risk Factors" in the Company's Annual Report on Form 10-K for the period ended November 30, 2010. The Company disclaims any intention or obligation to update these forward-looking statements whether as a result of subsequent events or otherwise, except as required by law.
Contacts:
Ameron International Corporation
Media:
Brunswick Group
Steven
Lipin/Christina Stenson
212-333-3810
or
Investors:
Gary
Wagner, Senior Vice President, Finance and Administration & Chief
Financial Officer
James R. McLaughlin, Senior Vice President,
Corporate Development & Treasurer
Telephone: 626-683-4000