SECTION 2 – FINANCIAL INFORMATION

Item 2.01. Completion of Acquisition or Disposition of Assets.

On March 31, 2010, AZZ incorporated, a Texas corporation (“AZZ”), and Big Kettle Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of AZZ (“Purchaser”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with North American Galvanizing & Coatings, Inc., a Delaware corporation (“NGA”). Pursuant to the Merger Agreement, Purchaser commenced a tender offer (the “Offer”) on May 7, 2010 for all of NGA’s outstanding shares of common stock, par value $0.10 per share (the “NGA Common Stock”), at a purchase price of $7.50 per share in cash, without interest (less any applicable withholding taxes) (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 7, 2010, and the related Letter of Transmittal.

The Offer expired at 5:00 p.m., Central Daylight Saving Time, on June 14, 2010 (the “Expiration Time”). Based on information from the depositary, as of the Expiration Time, a total of approximately 12,900,591 shares of NGA Common Stock were validly tendered and not withdrawn pursuant to the Offer. The depositary also advised that an additional approximately 117,395 shares of NGA Common Stock were tendered subject to guaranteed delivery procedures. These shares of NGA Common Stock (together with (x) the shares of NGA Common Stock beneficially owned by AZZ, Purchaser or their respective subsidiaries and (y) the shares of NGA Common Stock that are issuable upon exercise of options, that are held in trust pursuant to NGA’s Director Stock Unit Program or that constitute restricted shares, in each case which the Purchaser has an option to purchase), represent approximately 83% of NGA’s outstanding shares of Company Common Stock determined on a fully diluted basis. The number of shares of NGA Common Stock tendered pursuant to the Offer satisfies certain conditions set forth in the Merger Agreement. All shares of NGA Common Stock that were validly tendered in the Offer and not withdrawn have been accepted for payment, and Purchaser will pay for all such shares of NGA Common Stock promptly. On June 14, 2010, AZZ issued a press release, which is filed as Exhibit 99.1 hereto and incorporated herein by reference, announcing the successful completion of the Offer.

The Merger Agreement provides, among other things, that following the consummation of the Offer and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement and in accordance with the Delaware General Corporation Law, Purchaser will merge with and into NGA (the “Merger”) and each share of NGA Common Stock not acquired in the Offer will be cancelled and converted into the right to receive the Offer Price (other than shares of NGA Common Stock held in the treasury of NGA or owned by AZZ, Purchaser or any of their subsidiaries, and shares of NGA Common Stock held by stockholders who properly demand appraisal rights). Following the effective time of the Merger, NGA will continue as an indirect wholly owned subsidiary of AZZ. The closing of the Merger is subject to approval by holders of two-thirds of the outstanding shares of NGA Common Stock entitled to vote at a meeting of the stockholders of NGA, voting together as a single class. As a result of the number of shares of NGA Common Stock tendered in the Offer, Purchaser holds a sufficient number of shares of NGA Common Stock such that the vote of any other stockholder of NGA will not be required to approve the Merger. The foregoing summary description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to AZZ’s Current Report on Form 8-K dated April 1, 2010 and is incorporated herein by reference.

AZZ’s acquisition of NGA Common Stock accepted for payment in the Offer and tendered in the Offer subject to guaranteed delivery procedures is valued at approximately $97.6 million, which value does not include the acquisition of (x) shares of NGA Common Stock that will be cancelled and exchanged for the Offer Price in the Merger or (y) shares of NGA Common Stock that are issuable upon exercise of options, that are held in trust pursuant to NGA’s Director Stock Unit Program or that constitute restricted shares, in each case which the Purchaser has an option to purchase. AZZ funded this acquisition with its available working capital and funds available under its existing credit facility.

Cautionary Note Regarding the Merger Agreement  

The Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about AZZ, Purchaser or NGA. In particular, the representations and warranties contained in the Merger Agreement were made only for the purposes of the Merger Agreement as of the specific dates therein and were solely for the benefit of the parties to the Merger Agreement.