UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): September 26, 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
Center 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: (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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ITEM
2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Attached
is Exhibit 99.1, AZZ incorporated’s Press Release reporting the Company’s
unaudited earnings and other selected financial information for the three and
six month periods ended August 31, 2008, dated September 26, 2008.
ITEM
8.01 OTHER EVENTS
Attached
is Exhibit 99.2, Unaudited Financial and Other Statistical Information, for the
three and six month periods ended August 31, 2008 and Guidance for Fiscal Year
2009, which compiles AZZ incorporated’s unaudited financial and other
statistical information for the three and six month periods ended August 31,
2008 and provides forward looking guidance for the fiscal year ending February
28, 2009. The guidance for the fiscal year to end February 28, 2009,
consists of either a projected range or management’s estimate of most likely
results. These projections involve risk and uncertainties, the
outcome of which cannot be foreseen at this time and, therefore, actual results
will vary from these forecasts. We undertake no obligation to affirm,
publicly or revise any forward-looking statements, whether as a result of
information, future events or otherwise.
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ITEM
9.01 EXHIBITS
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The
following exhibits are filed as part of this report.
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Exhibit
99.1
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AZZ
incorporated’s Press Release reporting the Company’s unaudited
earnings and other selected financial information for the three and six
months period ended August 31, 2008, dated September 26,
2008.
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Exhibit
99.2
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Unaudited
Financial and Other Statistical Information for the three and six month
periods ended August 31, 2008, and Guidance for Fiscal Year
2009.
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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: 9/26/08
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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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