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EX-99.2 - AZZ Q3 GUIDANCE - AZZ INCex992guidance.htm
EX-99.1 - AZZ Q3 EARNINGS RELEASE - AZZ INCex991earningsrelease.htm



 
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 7, 2011

AZZ incorporated
(Exact name of Registrant as specified in its charter)
 
 
AZZ Logo

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 7th 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 (see General Instruction A.2. below):

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))

 
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Section 2 – Financial Information

Item 2.02.  Results of Operations and Financial Condition.

Attached is Exhibit 99.1, AZZ incorporated's Press Release reporting the unaudited earnings and other selected financial information of AZZ incorporated (the “Company”) for the three and nine month periods ended November 30, 2010, dated January 7, 2011.

Section 8 – Other Events

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, 2010 and Guidance for Fiscal Year 2011, which compiles AZZ incorporated’s unaudited financial and other statistical information for the three and nine month periods ended November 30, 2010 and provides forward looking guidance for the fiscal year ending February 28, 2011.  The guidance for the fiscal year to end February 28, 2011, 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.

The Company anticipates entering into an additional Note Purchase Agreement in January of 2011 (the “2011 Agreement”), pursuant to which the Company would issue $125 million aggregate principal amount of its 5.42% unsecured Senior Notes (the “2011 Notes”), due in January of 2021, through a private placement (the “2011 Note Offering”).  Pursuant to the 2011 Agreement, the Company’s payment obligations with respect to the 2011 Notes could be accelerated under certain circumstances.  The Company anticipates using the proceeds from the 2011 Note Offering for possible future acquisitions, working capital needs, capital improvements and future cash dividend payments.  The 2011 Notes will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Section 9 – Financial Statements and Exhibits

Item 9.01.  Financial Statements and 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 month periods ended November 30, 2010, dated January 7, 2011
   
Unaudited Financial and Other Statistical Information for the three and nine month periods ended November 30, 2010, and Guidance for Fiscal Year 2011

FORWARD LOOKING STATEMENTS

Certain statements herein about our expectations of future events or results constitute forward-looking statements for purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by terminology such as, “may,” “should,” “expects, “ “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” or the negative of these terms or other comparable terminology. Such forward-looking statements are based on currently available competitive, financial and economic data and management’s views and assumptions regarding future events. Such forward-looking statements are inherently uncertain, and investors must recognize that actual results may differ from those expressed or implied in the forward-looking statements. This Report on Form 8-K may contain forward-looking statements that involve risks and uncertainties including, but not limited to, changes in customer demand and response to products and services offered by AZZ, including demand by the electrical power generation markets, electrical transmission and distribution markets, the industrial markets, and the hot dip galvanizing markets; prices and raw material cost, including zinc and natural gas which are used in the hot dip galvanizing process; changes in the economic conditions of the various markets that AZZ serves, foreign and domestic, customer request delays of shipments, acquisition opportunities, currency exchange rates, adequacy of financing, and availability of experienced management employees to implement AZZ’s growth strategy. AZZ has provided additional information regarding risks associated with the business in AZZ’s Annual Report on Form 10-K for the fiscal year ended February 28, 2010 and other filings with the SEC, available for viewing on AZZ’s website at www.azz.com and on the SEC’s website at www.sec.gov.  You are urged to consider these factors carefully in evaluating the forward-looking statements herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by this cautionary statement. These statements are based on information as of the date hereof and AZZ assumes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.

 
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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: January 7, 2011
By:  
/s/ Dana Perry
 
   
Dana Perry
Senior Vice President Finance
Chief Financial Officer
 
       




EXHIBIT INDEX

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, 2010, dated January 7, 2011
   
Unaudited Financial and Other Statistical Information for the three and nine month periods ended November 30, 2010, and Guidance for Fiscal Year 2011

 
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