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):
June
26, 2008
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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University
Center 1, Suite 200
1300
South University Drive
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:
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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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¨
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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 Operations
Item
1.01 Entry into a Material Definitive Agreement.
On June
26, 2008, AZZ incorporated (the “Company”), AZZ Blenkhorn & Sawle Limited
(“AZZ B&S”), a wholly-owned subsidiary of Arbor-Crowley, Inc., a
wholly-owned subsidiary of the Company, Blenkhorn and Sawle Limited (“Seller”),
and Seller’s sole shareholder, Chriscot Holdings Limited, entered into an Asset
Purchase Agreement (the “Asset Purchase Agreement”) made to be effective as of
June 30, 2008, pursuant to which AZZ B&S purchased all or substantially all
of the assets of Seller (the “Asset Purchase”). The purchase price of the
transaction was $14,110,000, subject to adjustment as more fully described in
the Asset Purchase Agreement. The purchased assets include equipment and
supplies related to Seller’s primary business units: switchgear and controls and
modular buildings.
The
summary above does not purport to be complete and is qualified in its entirety
by reference to the actual text of the Asset Purchase Agreement as filed as
Exhibit 10.1 to this Current Report on Form 8-K (incorporated herein by
reference).
Section
2- Financial Information
Item
2.01 Completion of Acquisition or Disposition of Assets.
The
information presented in Item 1.01 hereof with respect to the Asset Purchase is
hereby incorporated by reference in this Item 2.01.
Section
7-Regulation FD
Item
7.01 Regulation FD Disclosure.
On June
26, 2008, the Company issued a press release announcing the Asset Purchase. A
copy of this press release is being furnished as Exhibit 99.1 to this
Current Report on Form 8-K.
Section 9- Financial Statements
and Exhibits
Item 9.01 Financial Statements
and Exhibits.
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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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10.1
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Asset
Purchase Agreement executed and delivered on June 26, 2008 and made to be
effective as of June 30, 2008, by and among AZZ incorporated, AZZ
Blenkhorn & Sawle Limited, Blenkhorn and Sawle Limited, and Chriscot
Holdings Limited.
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99.1
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The
Company’s Press Release announcing the Asset Purchase, dated June 26,
2008.
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FORWARD LOOKING
STATEMENTS
Except
for the statements of historical fact, this report may contain “forward-looking
statements” that involve risks and uncertainties that are detailed from time to
time in documents filed by the Company with the SEC. Those risks, uncertainties,
and factors include, but are not limited to: change in demand, prices and raw
material cost, including zinc which is used in the hot dip galvanizing process;
changes in the economic conditions of the various markets the Company serves,
foreign and domestic, acquisition opportunities, adequacy of financing, and
availability of experienced management employees to implement the Company’s
growth strategy; and customer demand and response to products and services
offered by the Company. The Company can give no assurance that such expectations
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.
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
(Registrant)
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DATE: 07/02/08
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By: /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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10.1
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Asset
Purchase Agreement executed and delivered on June 26, 2008 and made to be
effective as of June 30, 2008, by and among AZZ incorporated, AZZ
Blenkhorn & Sawle Limited, Blenkhorn and Sawle Limited, and Chriscot
Holdings Limited.*
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99.1
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The
Company’s Press Release announcing the Asset Purchase, dated June 26,
2008.*
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* Each
document marked with an asterisk is filed
herewith.
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