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): January 8, 2010
AZZ
incorporated
(Exact
name of Registrant as specified in its charter)
|
TEXAS
(State
or Other Jurisdiction of Incorporation or Organization)
|
1-12777
Commission
File No.
|
75-0948250
(I.R.S.
Employer Identification Number)
|
|
One
Museum Place, Suite 500
3100
West Seventh Street
Fort Worth, TX 76107
(Address
of principal executive offices, including zip code)
|
|
Registrant’s
Telephone Number, including Area Code:
|
(817)
810-0095
|
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:
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
1
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
nine month periods ended November 30, 2009, dated January 8, 2010.
ITEM
8.01 OTHER EVENTS
Attached
is Exhibit 99.2, Unaudited Financial and Other Statistical Information, for the
three and nine month periods ended November 30, 2009 and Guidance for Fiscal
Year 2010, which compiles AZZ incorporated’s unaudited financial and other
statistical information for the three and nine month periods ended November 30,
2009 and provides forward looking guidance for the fiscal year ending February
28, 2010. The guidance for the fiscal year to end February 28, 2010,
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.
|
ITEM
9.01 EXHIBITS
|
The
following exhibits are filed as part of this report.
|
AZZ
incorporated’s Press Release reporting the Company’s unaudited
earnings and other selected financial information for the three and nine
months period ended November 30, 2009, dated January 8,
2010.
|
|
|
Unaudited
Financial and Other Statistical Information for the three and nine month
periods ended November 30, 2009, and Guidance for Fiscal Year
2010.
|
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.
|
AZZ
incorporated
|
|
|
DATE: 1/08/2010
|
By: /s/ Dana Perry
|
|
Dana
Perry
Senior
Vice President Finance
Chief
Financial Officer
|
3