UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported):
April
5, 2010
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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One
Museum Place, Suite 500
3100
West Seventh Street
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 (see General
Instruction A.2. below):
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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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| X |
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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SECTION
1 – REGISTRANT’S BUSINESS AND OEPRATIONS
Item
2.02. Results of Operations and Financial Condition.
On April 5, 2010, AZZ incorporated, a
Texas corporation (the “Company”), held a conference call regarding the
Company’s unaudited earnings and other selected financial information for the
three and twelve month periods ended February 28, 2010. The transcript of this
conference call is included as Exhibit 99.1 to this Form 8-K.
SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01. Exhibits.
The
following exhibits are filed as part of this report.
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Exhibit
No.
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Description
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Transcript
of April 5, 2010 Conference Call.
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FORWARD-LOOKING
STATEMENTS
This
report may contain “forward-looking statements” within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). These
statements are generally identified by the use of words such as “anticipate,”
“expect,” “estimate,” “intend,” “should,” “may,” “believe,” and terms with
similar meanings. Although the Company believes that the current
views and expectations reflected in these forward-looking statements are
reasonable, those views and expectations, and the related statements, are
inherently subject to risks, uncertainties, and other factors, many of which are
not under the Company’s control. Those risks, uncertainties, and
other factors could cause the actual results to differ materially from those in
the forward-looking statements. Those risks, uncertainties, and
factors include, but are not limited to: the level of customer demand for and
response to products and services offered by the Company, including demand by
the power generation markets, electrical transmission and distribution markets,
the general industrial market, and the hot dip galvanizing markets; prices and
raw material cost, including the cost of zinc and natural gas, which are used in
the hot dip galvanizing process; changes in economic conditions of the various
markets the Company serves, both foreign and domestic; customer requested delays
of shipments; acquisition opportunities or lack thereof; currency exchange
rates, adequacy of financing; availability of experienced management employees
to implement the Company’s growth strategy; a downturn in market conditions in
any industry relating to the products we inventory or sell or the services that
we provide; the effects and duration of continuing economic recession in the
U.S. and other markets in which we operate; and acts of war or terrorism inside
the United States or abroad. The Company expressly disclaims any
obligation to release publicly any updates or revisions to these forward-looking
statements to reflect any change in its views or expectations. The Company can
give no assurances that such forward-looking statements 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.
2
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:
April 5, 2010
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By:
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/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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99.1
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Transcript
of April 5, 2010 Conference Call.
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4