UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
S.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): March 31, 2008
AZZ
incorporated
(Exact
name of Registrant as specified in its charter)
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TEXAS
(State
or Other Jurisdiction of Incorporation or Organization)
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1-12777
Commission
File No.
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75-0948250
(I.R.S.
Employer Identification Number)
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University
Centre 1, Suite 200
1300
South University Drive
Fort Worth, TX 76107
(Address
of principal executive offices, including zip code)
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Registrant’s
Telephone Number, including Area Code:
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(817)
810-0095
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None
(Former
name or former address, if changed since last report)
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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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The
undersigned registrant hereby amends the following items, financial statements,
exhibits or other portions of its Current Report on Form 8-K dated April 2,
2008.
Section 9- Financial Statements
and Exhibits
Item 9.01 Financial Statements
and Exhibits.
(a) Financial Statements of
business acquired. On March 31, 2008, AZZ incorporated (the “Company”),
Arbor-Crowley, Inc., a wholly-owned subsidiary of the Company (“Subsidiary”),
AAA Industries, Inc. (“AAA”), for itself and its wholly owned subsidiaries
identified in the Purchase Agreement (as defined herein) (collectively,
“Seller”), and Seller’s shareholders identified in the Purchase Agreement
entered into an Asset Purchase Agreement (the “Purchase Agreement”) pursuant to
which Subsidiary purchased substantially all of the assets of Seller. The
Company intends to continue the operations of the assets purchased from Seller.
The financial statements required to be filed by Item 9.01(a) of Form 8-K are
filed herewith as Exhibit 99.2.
(b) Pro forma financial
information. The pro forma financial information required to be filed by
Item 9.01(b) of Form 8-K is filed herewith as Exhibit 99.3.
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(d)
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Exhibits.
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The
following exhibits are filed with this Form
8-K.
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23.1
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Consents
of Washington, Pittman & McKeever,
LLC
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99.2
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Audited
financial statements of AAA for the year ended December 31, 2007 with
Report of Independent Auditors
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99.3
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Audited
financial statements of AAA for the years ended December 31, 2006 and
2005 with Report of Independent
Auditors
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99.4
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Unaudited
Pro Forma Combined Condensed Balance Sheet of the Company and AAA as
of February 29, 2008 and Unaudited Proforma Combined Condensed
Statement of Income for the year ended February 29,
2008
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FORWARD LOOKING
STATEMENTS
Except
for the statements of historical fact, this report may contain “forward-looking
statements'' that involve risks and uncertainties that are detailed from time to
time in documents filed by the Company with the SEC. Those risks, uncertainties,
and factors include, but are not limited to: change in demand, prices and raw
material cost, including zinc which is used in the hot dip galvanizing process;
changes in the economic conditions of the various markets the Company serves,
foreign and domestic, acquisition opportunities, adequacy of financing, and
availability of experienced management employees to implement the Company's
growth strategy; and customer demand and response to products and services
offered by the Company. The Company can give no assurance that such expectations
will prove to be correct. We undertake no obligation to affirm
publicly or revise any forward-looking statements, whether as a result of
information, future events or otherwise.
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 hereunto
duly authorized.
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AZZ
incorporated
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DATE: 6/12/2008
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By: /s/ Dana
Perry
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Dana
Perry
Senior
Vice President Finance
Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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23.1
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99.2
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Audited financial statements of AAA for the
years ended December 31, 2007 with Report of Independent
Auditors
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99.3
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Audited financial statements of AAA for the
years ended December 31, 2006 and 2005 with Report of Independent
Auditors
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99.4
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Unaudited Pro Forma Combined Condensed Balance Sheet of the Company and AAA as of February 29, 2008 and Unaudited Proforma Combined Condensed Statement of Income for the year ended February 29, 2008 |