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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [Fee Required]
For the Fiscal Year Ended: FEBRUARY 28, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [No Fee Required]
Commission File No. 0-2733
AZTEC MANUFACTURING CO.
(Exact name of registrant as specified in its charter)
TEXAS 75-0948250
(State of incorporation) (I.R.S. Employer Identification Number)
400 NORTH TARRANT 76036
CROWLEY, TEXAS (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (817) 297-4361
Securities registered pursuant to section 12(b) of the act:
TITLE OF EACH CLASS NAME OF EXCHANGE ON WHICH REGISTERED
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COMMON STOCK, $1.00 PAR VALUE NEW YORK STOCK EXCHANGE
Securities registered pursuant to section 12(g) of the act: NONE
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. __
The aggregate market value of Common Stock held by non-affiliates on May 4,
1998, was approximately $76,988,000. As of May 4, 1998, there were 5,923,828
shares of Aztec Manufacturing Co. Common Stock $1.00 par value outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part I, Part II and Part IV incorporate certain information by reference from
the Registrant's Annual Report to Shareholders for the year ended February 28,
1998. Part III incorporates information by reference from the Proxy Statement
for the 1998 Annual Meeting of Shareholders of Registrant.
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PART I
ITEM 1. BUSINESS
Aztec Manufacturing Co. ("Aztec" or the "Company") was incorporated under the
laws of the state of Texas on March 26, 1956. Aztec, through its subsidiaries,
operates under three segments. These segments are Electrical Products,
Galvanizing and Oil Field Products, which are discussed further below.
Aztec started in 1956 as an oil field-related company servicing oil field supply
companies and steel mills. The Company was located in Fort Worth, Texas, but
subsequently moved to Crowley, Texas. In 1965, Aztec diversified into the
galvanizing industry and opened its first location in Crowley, Texas. Oil field
operations were expanded with the opening of its Houston facility in 1967.
Galvanizing operations were expanded with the formation of Aztec Industries in
Jackson, Mississippi in 1969, the opening of a galvanizing facility in Houston
in 1975, the acquisition of Automatic Processing in Moss Point, Mississippi and
the formation of Aztec Mfg. Co. - Waskom in Waskom, Texas in 1986. Aztec added
to its Oil Field Products Segment in 1986 with the purchase of Parks Machine, a
job shop screw machine facility, located in Crowley, Texas. Aztec closed its
Houston Tubing facility in 1989 due to the depressed domestic oil industry. The
Electrical Products Segment was formed with the purchase of Rig-A-Lite
Partnership, LTD. in Houston, Texas, in March 1990 and the acquisition of The
Calvert Company located in Jackson, Mississippi, in September 1990. Aztec closed
and liquidated Parks Machine in November 1992, due to the low level of oil field
activity. Aztec added to its Electrical Products Segment with the acquisition of
Atkinson Industries, Inc., in March 1993. Gulf Coast Galvanizing, Inc., located
in Citronelle, Alabama, was acquired in January 1994. Aztec completed and opened
in November 1994 a new galvanizing facility near Phoenix in Goodyear, Arizona.
Arkansas Galvanizing, Inc., located in Prairie Grove, Arkansas, was acquired in
February 1996. The Company made three acquisitions in fiscal 1998. Hobson
Galvanizing, Inc. located in Belle Chase, Louisiana was acquired in March 1997,
and International Galvanizers, Inc. located in Beaumont, Texas was acquired in
December 1997. Drilling Rig Electrical Systems, Inc. located in Houston, Texas
was acquired and added to the Company's Electrical Segment in February 1998. The
Company now operates ten galvanizing facilities in six states, four electrical
facilities and one oil field products facility.
A three-year summary of sales, operating profit and identifiable assets by
industry segment is included in Note 10 to the Consolidated Financial Statements
on page 25 of the Registrant's 1998 Annual Report to Shareholders. Such
information is hereby incorporated by reference.
Aztec provides services and manufacturing of products in the following areas:
ELECTRICAL PRODUCTS SEGMENT
This segment includes Rig-A-Lite Partnership, LTD, which manufactures and
assembles lighting fixtures for hostile and hazardous environments in the
industrial market. Rig-A-Lite also engages in the assembly and installation of
electrical components and lighting fixtures on drilling rigs for the petroleum
industry. Drilling Rig Electrical Systems, Inc. (DRESCO) designs, furnishes and
contracts the installation of electrical systems for oil field drilling rigs,
drilling barges, etc. used for the production of oil and natural gas. DRESCO,
acquired in February 1998, operates in conjunction with Rig-A-Lite, utilizing
their lighting products. Also in this segment is The Calvert Company, which
designs, manufactures and installs electrical bus duct systems for the power
generation industry. A bus duct consists of insulated power conductors housed in
a metal enclosure. Individual pieces of bus duct are arranged in a variety of
physical configurations that may be required to distribute electrical power to
or from a generator, transformer, switching device or other electrical
apparatus. Bus duct systems that can be provided are non-segregated phase,
segregated phase and isolated phase styles with numerous amperage and voltage
ratings. Atkinson Industries, Inc., was acquired in March 1993 and added to
Aztec's Electrical Products Segment. Atkinson, located in Pittsburg, Kansas,
manufactures factory-fabricated electrical power centers and assemblies for the
industrial and power generation industries. The market for Aztec's Electrical
Products Segment is highly competitive and consists of a few large national
companies, as well as numerous small independents. Competition is based
I-1
primarily on product quality, range of product line, price and service. The
Company believes that it can compete favorably with regard to each of these
factors. Copper, aluminum and steel are the primary raw materials used in this
segment and are readily available. This segment's products are sold through
manufacturers' representatives and its internal sales force. This segment is not
dependent on any single customer or limited number of customers for sales, and
the loss of any single customer would not have a material adverse effect on
consolidated revenues. Backlog of orders was approximately $14,082,000 at
February 28, 1998, $10,315,000 at February 28, 1997, and $7,600,000 at February
29, 1996. All of the year end 1998 backlog will be delivered in the next 18
months. Orders included in the backlog are represented by contracts and purchase
orders that the Company believes to be firm. Historically, no material amount of
orders included in the backlog has been canceled. The Company experiences no
seasonal fluctuations in this segment's business nor does it follow any unusual
practices relating to working capital items such as inventory, rights to return
merchandise, and extended payment terms to customers. Total employment in this
segment is 281 persons.
GALVANIZING SEGMENT
Custom hot-dip galvanizing service is provided for industries handling
fabricated metal products. This process provides corrosion protection of
fabricated steel for extended periods up to 50 years. Galvanizing is a highly
competitive business. Aztec competes with other independent galvanizing
companies, captive galvanizing facilities operated by manufacturers, and
alternate forms of corrosion protection such as paint. Market conditions are,
therefore, highly competitive in pricing. Aztec is limited to some extent in its
galvanizing market to areas within a close proximity of its existing locations,
due to freight cost. Zinc, the principal raw material used in the galvanizing
process, is readily available but has volatile pricing. Aztec has a broad
customer base in galvanizing. No one customer represented as much as 10 percent
of consolidated revenues. The backlog of galvanizing orders generally is nominal
due to the short time requirement involved in the process. The Company
experiences no seasonal fluctuations in this segment's business nor does it
follow any unusual practices relating to working capital items such as
inventory, rights to return merchandise, and extended payment terms to
customers. Total employment in this segment is 294 persons.
OIL FIELD PRODUCTS SEGMENT
Aztec processes and provides oil field tubular products to the extent of
upsetting, threading, testing and heat treating and also manufactures oil field
pup joints. The principal market is the oil industry, with distribution through
supply houses, steel mills and other manufacturers in the metal fittings
industry. This business is highly competitive and price sensitive, with
competition coming from several small oil field tubing processors and supply
houses. This segment is unpredictable due to the volatility of oil and natural
gas prices. The Company closed its Houston Tubing facility in March 1989. The
low level of activity in the Company's screw machine operation prompted the
Company to liquidate this facility in November 1992. Steel is the principal raw
material used in this segment and currently is readily available. Aztec has a
limited customer base in this area, but no one customer represents as much as 10
percent of consolidated revenues. Backlog consisted of approximately $5,854,000
at February 28, 1998, $630,000 at February 28, 1997, and $137,000 at February
29, 1996. Backlog is expected to be filled within the coming fiscal year. The
Company experiences no seasonal fluctuations in this segment's business nor does
it follow any unusual practices relating to working capital items such as
inventory, rights to return merchandise, and extended payment terms to
customers. Total employment in this segment is 104 persons
GENERAL
In fiscal 1998 the Company did not introduce a new product line or a new
industry segment or make public its intentions to introduce a new product or do
business in a new industry segment. The Company has established a $423,000
reserve at the end of fiscal 1998 against receivables for any possible loss of
these receivables.
There are no significant patents, trademarks, licenses, franchises or
concessions. The Company does not have a material portion of business that may
be subject to renegotiations of profits or termination of contracts or
subcontracts at the election of the government. There were no material amounts
spent on research and development activities during the preceding three fiscal
years.
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ENVIRONMENTAL
The Company complies, in all material respects, with the relevant legislation
and regulations affecting its operations and the discharge of waste material.
To date, the Company has not expended any material amounts to comply with such
regulations and management does not currently anticipate that future compliance
will have a material adverse effect on the consolidated financial position or
results of operations of the Company.
FORWARD-LOOKING STATEMENT
This Form 10-K contains forward looking statements. Such statements are
typically punctuated by words or phrases such as "anticipates," "estimate,"
"should," "may," "management believes," and words or phrases of similar import.
Such statements are subject to certain risks, uncertainties or assumptions.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those anticipated, estimated or projected. Factors that could cause or
contribute to such differences could include, but are not limited to, changes in
demand, prices, and raw materials cost, including zinc which is used in the
galvanizing segment; changes in the economic conditions of the various markets
the company serves, including the market price for oil and natural gas; as well
as the other risks detailed herein and in the Company's reports filed with the
Securities and Exchange Commission.
EXECUTIVE OFFICERS OF THE REGISTRANT
Business Experience for Past
Name Age Five Years; Position or Office with Registrant Held Since
- ----------------- --- ---------------------------------------------- ----------
L. C. Martin 72 Chairman, President and Chief Executive Officer 1958
D. L. Perry 49 Vice President of Finance, and Chief Financial Officer 1992
Assistant Secretary 1977
F. L. Wright, Jr. 57 Senior Vice President/Galvanizing Segment 1992
Vice President/Galvanizing Segment 1989
General Mgr./Galvanizing Segment 1987
R. T. Skowron 53 Vice President/Electrical Segment of the Company 1997
Vice President/Kearney National 1995-1997
Vice President and Director International Sales/ 1993-1995
ABB Power Transmission & Dist. Co.
Each executive officer was elected by the Board of Directors to hold office
until the next Annual Meeting or until his successor is elected. There are no
family relationships between Executive Officers of the Registrant.
ITEM 2. PROPERTIES
The following table sets forth information about the Company's principal
facilities owned on February 28, 1998:
Location Acres Sq. Footage Segment/Occupant
- -------- ----- ----------- ----------------
Crowley, Texas 152.0 7,772 Corporate Office
25,600 Galvanizing
193,245 Oil Field Products
Houston, Texas 8.7 25,800 Galvanizing
37.0 36,000 Electrical Products
5.4 67,440 Electrical Products
1.8 6,500 Electrical Products
I-3
Location Acres Sq. Footage Segment/Occupant
- -------- ----- ----------- ----------------
Waskom, Texas 10.6 30,400 Galvanizing
Moss Point, Mississippi 13.5 16,000 Galvanizing
Jackson, Mississippi 5.6 22,800 Galvanizing
5.1 36,160 Electrical Products
Pittsburg, Kansas 15.3 42,000 Electrical Products
Citronelle, Alabama 10.8 33,960 Galvanizing
Goodyear, Arizona 11.75 36,750 Galvanizing
Prairie Grove, Arkansas 11.5 34,000 Galvanizing
Belle Chasse, Louisiana 9.5 34,000 Galvanizing
Beaumont, Texas 12.9 33,700 Galvanizing
ITEM 3. LEGAL PROCEEDINGS
ENVIRONMENTAL PROCEEDINGS
In the course of its galvanizing operations, the Company is subject to
occasional governmental proceedings and orders pertaining to noise, air
emissions, and water discharges into the environment. As part of its continuing
environmental program, the Company has complied with such proceedings and orders
without any materially adverse effect on its business.
The registrant is not a party to, nor is its property the subject of, any
material pending legal proceedings. The registrant is involved in ordinary
routine litigation incidental to business. For additional information relating
to contingencies, see Note 11 to the Consolidated Financial Statements on page
27 of the Registrant's 1998 Annual Report to Shareholders.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted during the fiscal year ended February 28, 1998, to a
vote of security holders through the solicitation of proxies or otherwise.
I-4
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The common stock, $1.00 par value, of Registrant ("common stock") is traded on
the New York Stock Exchange. The Company was listed on the New York Stock
Exchange and started trading on March 20, 1997. The information contained under
the caption "Stock Prices and Dividends Per Share" on Page 11 of Registrant's
1998 Annual Report to Shareholders is incorporated herein by reference.
The approximate number of holders of record of common stock of Registrant at May
4, 1998 was 986.
ITEM 6. SELECTED FINANCIAL DATA
The information contained under the caption "Selected Financial Information" on
page 1 of Registrant's 1998 Annual Report to Shareholders is incorporated herein
by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The information contained under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on pages 12, 13, 14
and 15 of Registrant's 1998 Annual Report to Shareholders is incorporated herein
by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated balance sheets of Aztec Manufacturing Co. as of February 28,
1998 and February 28, 1997, and the related consolidated statements of income,
shareholders' equity, and cash flows for each of the three years in the period
ended February 28, 1998, and the report of independent auditors and the
information required by item 302 of Regulation of S-K are on pages 16 through 28
of Registrant's 1998 Annual Report to Shareholders and are incorporated herein
by reference.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
No changes in accountants or disagreements with accountants on accounting and/or
financial disclosure have arisen.
II-1
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
The information required by this item with regard to executive officers is
included in Part I, Item 1 of this report under the heading "Executive Officers
of the Registrant."
The other information required by this item is incorporated herein by reference
to the Registrant's Proxy Statement for the 1998 Annual Meeting of Shareholders.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by reference to the
Registrant's Proxy Statement for the 1998 Annual Meeting of Shareholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is incorporated herein by reference to the
Registrant's Proxy Statement for the 1998 Annual Meeting of Shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated herein by reference to the
Registrant's Proxy Statement for the 1998 Annual Meeting of Shareholders.
III-1
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. FINANCIAL STATEMENTS
The following financial statements and report of independent auditors have been
incorporated herein by reference to pages 16 through 28 of Registrant's 1998
Annual Report to Shareholders.
Pages of 1998 Annual
Report to Shareholders
----------------------
Consolidated Balance Sheets as of February 28, 1998 and February 28, 1997 16
Consolidated Statements of Income for the years ended 17
February 28, 1998, February 28, 1997, and February 29, 1996
Consolidated Statements of Shareholders' Equity for the years ended 17
February 28, 1998, February 28, 1997, and February 29, 1996
Consolidated Statements of Cash Flows for the years ended 18
February 28, 1998, February 28, 1997, and February 29, 1996
Notes to Consolidated Financial Statements 19-28
Report of Independent Auditors 28
2. FINANCIAL STATEMENT SCHEDULES
All schedules and compliance information have been omitted since the required
information is not present or is not present in amounts sufficient to require
submission of the schedule, or because the information required is included in
the consolidated financial statements and the notes thereto.
3. EXHIBITS
The following exhibits are filed as a part of this report:
3(i) - Articles of Incorporation, and all amendments thereto (incorporated by
reference to the Annual Report on Form 10-K filed by Registrant for the fiscal
year ended February 28, 1981).
3(ii) - Bylaws including the amendment adopted by the Board of Directors of
Registrant on May 17, 1993. *
10a - 1982 Incentive Stock Option Plan of Registrant (incorporated by
reference to the Annual Report on Form 10-K filed by Registrant for the fiscal
year ended February 29, 1984).
10b - Employees Benefit Plan and Trust of Aztec Manufacturing Co.
(incorporated by reference to the Annual Report on Form 10-K filed by Registrant
for the fiscal year ended February 28, 1985).
10c - Amendment No. 1 to the Employees Benefit Plan and Trust of Aztec
Manufacturing Co. (incorporated by reference to Exhibit 10c of the Annual Report
on Form 10-K filed by Registrant for the fiscal year ended February 28, 1987).
IV-1
10d - 1986 Incentive Stock Option Plan of Aztec Manufacturing Co.
(incorporated by reference to the Annual Report on Form 10-K filed by Registrant
for the fiscal year ended February 28, 1986).
10e - Change In Control Agreement between Registrant and Mr. L. C. Martin
dated March 1, 1986 (incorporated by reference to Exhibit 10e of the Annual
Report on Form 10-K filed by Registrant for the fiscal year ended February 28,
1987).
10g - 1988 Nonstatutory Stock Option Plan of Aztec Manufacturing Co.
(incorporated by reference to Exhibit 10g of the Annual Report on Form 10-K
filed by Registrant for the fiscal year ended February 29, 1988).
10h - 1991 Incentive Stock Option Plan of Aztec Manufacturing Co.
(incorporated by reference to Exhibit 10h of the Annual Report on Form 10-K
filed by Registrant for the fiscal year ended February 28, 1991).
10i - 1991 Nonstatutory Stock Option Plan of Aztec Manufacturing Co.
(incorporated by reference to Exhibit 10i of the Annual Report on Form 10-K
filed by Registrant for the fiscal year ended February 28, 1991).
10j - Buy-Sell and Termination Agreement between Registrant and Mr. L.C.
Martin dated January 27, 1994 (incorporated by reference to Exhibit 10j of the
Annual Report on Form 10-K filed by Registrant for the fiscal year ended
February 28, 1994).
10k - 1998 Incentive Stock Option plan of Aztec Manufacturing Co.
(incorporated by reference to Exhibit 10k of the Annual Report on Form 10-K
filed by Registrant for the fiscal year ended February 28, 1998). *
10l- 1998 Nonstatutory Stock Option plan of Aztec Manufacturing Co.
(incorporated by reference to Exhibit 10l of the Annual Report on Form 10-K
filed by Registrant for the fiscal year ended February 28, 1998). *
10m- 1997 Nonstatutory Stock Option Grants of Aztec Manufacturing Co.
(incorporated by reference to Exhibit 10m of the Annual Report on Form 10-K
filed by Registrant for the fiscal year ended February 28, 1998). *
13 - Annual Report to Shareholders for the fiscal year ended February 28,
1998 (including the Registrant Proxy Statement for the 1998 Annual Meeting of
Shareholders).*
21 - Subsidiaries of Registrant*.
23 - Consent of Ernst & Young LLP*.
24 - Power of Attorney*.
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*Filed herewith.
(b) REPORTS ON FORM 8-K
The Registrant filed no reports on Form 8-K during the fiscal year ended
February 28, 1998.
IV-2
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
AZTEC MANUFACTURING CO.
(Registrant)
Date: 5/27/98 By: /s/ L.C. Martin
--------------------------- ---------------------------------------
L. C. Martin, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of Registrant and in
the capacities and on the dates indicated.
/s/ L.C. Martin /s/ Dana L. Perry
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L. C. Martin, Principal Executive Dana L. Perry, Principal Accounting Officer
Officer and Director Principal Financial Officer, and Director
/s/ Robert H. Johnson /s/ Sam Rosen
- --------------------------------- ------------------------------------------
Robert H. Johnson, Director Sam Rosen, Director
Dr. H. Kirk Downey* R. J. Schumacher*
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Dr. H. Kirk Downey, Director R. J. Schumacher, Director
Martin C. Bowen* Kevern R. Joyce*
- --------------------------------- ------------------------------------------
Martin C. Bowen, Director Kevern R. Joyce, Director
W.C. Walker*
- ---------------------------------
W. C. Walker, Director
* /s/ L.C. Martin
- ---------------------------------
L. C. Martin, Attorney-in-Fact
IV-3
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT DESCRIPTION NUMBERED PAGE
------- ----------- -------------
3(i) Articles of Incorporation, and all amendments thereto (incorporated by reference
to the Annual Report on Form 10-K filed by Registrant for the fiscal year
February 28, 1981).
-------------
3(ii) Bylaws including the amendment adopted by the Board of Directors of registrant on
May 17, 1993.
-------------
10a 1982 Incentive Stock Option Plan of Registrant (incorporated by reference to the
Annual Report of Form 10-K filed by Registrant for the fiscal year ended February
29, 1984).
-------------
10b Employees Benefit Plan and Trust of Aztec Manufacturing Co. (incorporated by
reference to the Annual Report on Form 10-K filed by Registrant for the fiscal
year ended February 28, 1985).
-------------
10c Amendment No. 1 to the Employees Benefit Plan and Trust of Aztec Manufacturing
Co. (incorporated by reference to Exhibit 10c of the Annual Report on Form 10-K
filed by Registrant for the fiscal year ended February 28, 1987).
-------------
10d 1986 Incentive Stock Option Plan of Registrant (incorporated by reference to the
Annual Report on Form 10-K filed by Registrant for the fiscal year ended February
28, 1986).
-------------
10e Change in Control Agreement between Registrant and Mr. L.C. Martin dated March 1,
1986 (incorporated by reference to Exhibit 10e of the Annual Report on Form 10-K
filed by Registrant for the fiscal year ended February 29, 1987).
-------------
10g 1988 Nonstatutory Stock Option Plan of Registrant (incorporated by reference to
Exhibit 10g of the Annual Report on Form 10-K filed by Registrant for the fiscal
year ended February 29, 1988).
-------------
10h 1991 Incentive Stock Option Plan of Aztec Manufacturing Co. (incorporated by
reference to Exhibit 10h of the Annual Report on Form 10-K filed by Registrant
for the fiscal year ended February 28, 1991).
-------------
10i 1991 Nonstatutory Stock Option Plan of Aztec Manufacturing Co. (incorporated by
reference to Exhibit 10i of the Annual Report on Form 10-K filed by Registrant
for the fiscal year ended February 28, 1991).
-------------
10j Buy-Sell and Termination Agreement between Registrant and Mr. L.C. Martin dated
January 27, 1994 (incorporated by reference to Exhibit 10j of the Annual Report
on Form 10-K filed by Registrant for the fiscal year ended February 28, 1994).
-------------
10k 1998 Incentive Stock Option Plan of Aztec Manufacturing Co. (incorporated by
reference to Exhibit 10k of the Annual Report on Form 10-K filed by Registrant
for the fiscal year ended February 28, 1998).*
-------------
10l 1998 Nonstatutory Stock Option Plan of Aztec Manufacturing Co. (incorporated by
reference to Exhibit 10l of the Annual Report on Form 10-K filed by Registrant
for the fiscal year ended February 28, 1998).*
-------------
EXHIBIT DESCRIPTION NUMBERED PAGE
------- ----------- -------------
10m 1997 Nonstatutory Stock Option Grants of Aztec Manufacturing Co. (incorporated
by reference to Exhibit 10m of the Annual Report on Form 10-K filed by Registrant
for the fiscal year ended February 28, 1998).*
-------------
13 Annual Report to Shareholders for the fiscal year ended February 28, 1998
(including the Registrant Proxy Statement for the 1998 Annual Meeting of
Shareholders).*
-------------
21 Subsidiaries of Registrant.*
-------------
23 Consent of Ernst & Young LLP.*
-------------
24 Power of Attorney.*
-------------
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*FILED HEREWITH