-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DFgAsGo0I6H7FeNXGgkIeuzAmrdh7w/tONr1HGhAxtsvpmw8I28OMp5Q3MeW0/2y sYZBjwLRlJz6m4MjBG2yBg== /in/edgar/work/0000930661-00-002563/0000930661-00-002563.txt : 20001016 0000930661-00-002563.hdr.sgml : 20001016 ACCESSION NUMBER: 0000930661-00-002563 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20000831 FILED AS OF DATE: 20001013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AZZ INC CENTRAL INDEX KEY: 0000008947 STANDARD INDUSTRIAL CLASSIFICATION: [3640 ] IRS NUMBER: 750948250 STATE OF INCORPORATION: TX FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-12777 FILM NUMBER: 739410 BUSINESS ADDRESS: STREET 1: 400 N TARRANT RD CITY: CROWLEY STATE: TX ZIP: 76036 BUSINESS PHONE: 8172974361 MAIL ADDRESS: STREET 1: P O BOX 668 STREET 2: P O BOX 668 CITY: CROWLEY STATE: TX ZIP: 76036 10-Q 1 0001.txt FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) (X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended: August 31, 2000 (_) Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from __________________ to __________________ Commission File Number 0-2733 AZZ incorporated (Exact name of registrant as specified in its charter) TEXAS 75-0948250 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation of organization) Identification No.) 400 North Tarrant, Crowley, Texas 76036 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (817) 297-4361 ----------------------------- NONE - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) 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 the number of outstanding of each of the issuer's classes of common stock, as of the close of the period covered by this report. Outstanding at August 31, 2000 Common Stock, $1.00 Par Value 4,898,016 ----------------------------- --------------------- Class Number of Shares AZZ incorporated INDEX -----
PART I. Financial Information Page No. --------------------- -------- Item 1. Financial Statements Consolidated Condensed Balance Sheets at August 31, 2000 and February 29, 2000 3 Consolidated Condensed Statements of Income for the Periods Ended August 31, 2000 and August 31, 1999 4 Consolidated Condensed Statements of Cash Flow for the Periods Ended August 31, 2000 and August 31, 1999 5 Notes to Consolidated Condensed Financial Statements 6-7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8-9 PART II. Other Information ----------------- Item 4. Submission of Matters to a Vote of Security Holders 10 Item 6. Exhibits and Reports on Form 8-K 10 -11 SIGNATURES 11 EXHIBITS E1 - E8
AZZ incorporated Consolidated Condensed Balance Sheet
08/31/00 02/28/00 ASSETS (UNAUDITED) (AUDITED) - ------ ---------------- -------------- CURRENT ASSETS CASH AND CASH EQUIVALENTS $ 631,007 $ 1,328,139 ACCOUNTS RECEIVABLE(NET OF ALLOWANCE) 18,937,901 19,571,111 INVENTORIES RAW MATERIAL 10,151,476 8,923,550 WORK-IN-PROCESS 2,522,620 2,197,548 FINISHED GOODS 1,509,960 1,432,220 REVENUE IN EXCESS OF BILLINGS ON UNCOMPLETED CONTRACTS 1,356,627 487,235 DEFERRED INCOME TAXES 635,673 635,673 PREPAID EXPENSES AND OTHER 357,948 382,047 --------------- -------------- TOTAL CURRENT ASSETS 36,103,212 34,957,523 LONG TERM INVESTMENTS - 200,000 PROPERTY, PLANT AND EQUIPMENT, NET 28,262,814 28,269,959 INTANGIBLE ASSETS, NET 20,142,581 20,792,683 OTHER ASSETS 488,552 583,576 --------------- -------------- TOTAL ASSETS $ 84,997,159 $ 84,803,741 =============== ============== LIABILITIES AND SHAREHOLDERS' EQUITY - ------------------------------------ CURRENT LIABILITIES: LONG TERM DEBT DUE WITHIN ONE YEAR $ 4,345,284 $ 4,367,731 ACCOUNTS PAYABLE 8,294,863 7,302,699 BILLINGS IN EXCESS OF REVENUE ON UNCOMPLETED CONTRACTS 374,956 405,435 ACCRUED LIABILITIES 6,648,739 7,753,382 --------------- -------------- TOTAL CURRENT LIABILITIES 19,663,842 19,829,247 LONG TERM DEBT DUE AFTER ONE YEAR 26,339,729 31,075,272 DEFFERRED INCOME TAX 878,500 878,500 SHAREHOLDERS' EQUITY: COMMON STOCK, $1 PAR VALUE SHARES AUTHORIZED-25,000,000 SHARES ISSUED 6,304,580 6,304,580 6,304,580 CAPITAL IN EXCESS OF PAR VALUE 11,388,744 11,113,565 RETAINED EARNINGS 33,482,720 29,559,646 LESS COMMON STOCK HELD IN TREASURY (13,060,956) (13,957,069) --------------- -------------- (1,406,564 AND 1,503,024 SHARES AT COST RESPECTIVELY) TOTAL SHAREHOLDERS' EQUITY 38,115,088 33,020,722 --------------- -------------- TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $ 84,997,159 $ 84,803,741 =============== ==============
See Accompanying Notes to Consolidated Condensed Financial Statements 3 AZZ incorporated Consolidated Condensed Income Statement
THREE MONTHS ENDED SIX MONTHS ENDED 08/31/00 08/31/99 08/31/00 08/31/99 (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) -------------- ------------ ------------ ------------ NET SALES $ 30,473,979 $ 20,986,466 $ 58,418,430 $ 41,657,087 COSTS AND EXPENSES COST OF SALES 22,728,101 15,524,183 43,472,794 30,840,766 SELLING/G & A EXPENSES 3,766,848 2,637,142 7,280,366 5,347,352 INTEREST EXPENSE 612,465 321,838 1,240,590 674,933 OTHER (INCOME) EXPENSE 73,410 (5,058) 137,886 28,323 -------------- ------------ -------------- -------------- 27,180,824 18,478,105 52,131,636 36,891,374 -------------- ------------ -------------- -------------- INCOME BEFORE INCOME TAXES 3,293,155 2,508,361 6,286,794 4,765,713 PROVISION FOR INCOME TAXES 1,240,807 941,043 2,363,720 1,787,596 -------------- ------------ -------------- -------------- NET INCOME $ 2,052,348 $ 1,567,318 $ 3,923,074 $ 2,978,117 ============= ============ ============== ============== EARNINGS PER SHARE BASIC $ 0.42 $ 0.33 $ 0.81 $ 0.63 DILUTED $ 0.41 $ 0.33 $ 0.79 $ 0.63
See Accompanying Notes to Consolidated Condensed Financial Statements 4 AZZ incorporated Consolidated Condensed Statements of Cash Flows (Unaudited)
SIX MONTHS ENDED 08/31/00 8/31/99 ------------ ----------- CASH FLOWS PROVIDED BY OPERATIONS: NET INCOME $ 3,923,074 $ 2,978,117 ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATIONS: PROVISION FOR BAD DEBTS 90,100 83,581 AMORTIZATION AND DEPRECIATION 2,840,055 2,030,414 GAIN ON SALE OF PROPERTY 1,421 (6,190) OTHER 264,735 - INCREASE (DECREASE) FROM CHANGES IN ASSETS & LIABILITIES ACCOUNTS RECEIVABLE 544,853 (1,131,528) INVENTORIES (1,630,737) 1,085,839 PREPAID EXPENSES AND OTHER 22,354 111,828 OTHER ASSETS 85,074 6,101 REVENUE IN EXCESS OF BILLINGS (899,871) - ACCOUNTS PAYABLE 992,164 1,401,278 ACCRUED LIABILITIES (334,324) 1,000,939 ----------- ----------- NET CASH PROVIDED BY OPERATIONS 5,898,898 7,560,379 CASH FLOWS USED FOR INVESTING ACTIVITIES: PROCEEDS FROM SALE OF EQUIPMENT 55,488 - PURCHASE OF PROPERTY, PLANT AND EQUIPMENT (2,229,767) (1,464,078) PROCEEDS FROM SALE OF INVESTMENTS 200,000 - ----------- ----------- NET CASHUSED FOR INVESTING ACTIVITIES (1,974,279) (1,464,078) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES PROCEEDS FROM EXERCISE OF STOCK OPTIONS 906,557 63,553 PAYMENTS ON DEBT (4,757,990) (6,547,620) CASH DIVIDENDS PAID (770,318) (249) NET CASH USED FOR FINANCING ACTIVITIES (4,621,751) (6,484,316) ----------- ----------- DECREASE IN CASH & CASH EQUIVALENTS (697,132) (388,015) CASH & CASH EQUIVALENTS, BEGINNING OF PERIOD 1,328,139 800,183 ----------- ----------- CASH & CASH EQUIVALENTS, END OF PERIOD $ 631,007 $ 412,168 =========== ===========
See Accompanying Notes to Consolidated Condensed Financial Statements 5 AZZ incorporated NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS ---------------------------------------------------- Summary of Significant Accounting Policies ------------------------------------------ 1. A summary of the Company's significant accounting policies is presented on Page 20 and 21 of its 2000 Annual Shareholders' Report. 2. In the opinion of Management of the Company, the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position of the Company as of August 31, 2000, and the results of its operations and cash flows for the periods ended August 31, 2000 and 1999. 3. Earnings per share is based on the month-end average number of shares outstanding during each period, adjusted for the dilutive effect of stock options. The following table sets forth the computation of basic and diluted earnings per share: (unaudited)
Three months ending August 31, Six months ending August 31, 2000 1999 2000 1999 ---------- ---------- ---------- ---------- (Dollars in thousands except earnings per share) Numerator: Net income for basic and diluted earnings per common share $ 2,052 $ 1,567 $ 3,923 $ 2,978 Denominator: Denominator for basic earnings per common share -weighted average shares 4,878,307 4,744,941 4,848,083 4,741,853 Effect of dilutive securities: Employee and Director stock options 131,472 29,951 115,027 18,476 ---------- ---------- ---------- ----------- Denominator for diluted earnings per common share -adjusted weighted- average shares and assumed conversions 5,009,779 4,774,892 4,963,110 4,760,329 ========== ========== ========== ========== Basic earnings per common share $ .42 $ .33 $ .81 $ .63 ========== ========== ========== ========== Diluted earnings per common share $ .41 $ .33 $ .79 $ .63 ========== ========== ========== ===========
6 4. A summary discussion of the Company's operating segments is contained on page 28 and 29 of the 2000 Annual Shareholders' Report. Information regarding operations and assets by segment in thousands is as follows: (unaudited)
Three Months Ended Aug 31, Six Months Ended Aug 31, 2000 1999 2000 1999 ------- ------- ------- ------- Net Sales: Manufactured Products $16,410 $11,165 $31,263 $22,112 Services 14,064 9,821 27,155 19,545 ------- ------- ------- ------- $30,474 $20,986 $58,418 $41,657 Operating Income (a): Manufactured Products $ 2,510 $ 1,582 $ 4,534 $ 2,653 Services 2,847 2,194 5,644 4,671 ------- ------- ------- ------- $ 5,357 $ 3,776 $10,178 $ 7,324 General Corporate Expense $ 1,436 $ 937 $ 2,648 $ 1,863 Interest Expense 613 322 1,241 675 Other (Income) Exp., Net (b) 15 9 2 20 ------- ------- ------- ------- $ 2,064 $ 1,268 $ 3,891 $ 2,558 Income Before Income Taxes $ 3,293 $ 2,508 $ 6,287 $ 4,766 ======= ======= ======= ======= Total Assets: Manufactured Products $43,901 $28,295 $43,901 $28,295 Services 39,593 27,563 39,593 27,563 Corporate 1,503 1,437 1,503 1,437 ------- ------- ------- ------- $84,997 $57,295 $84,997 $57,295 ======= ======= ======= =======
(a) Operating income consists of net sales less cost of sales, specifically identifiable general and administrative expenses and selling expenses. (b) Other (income) expense, net includes gains and losses on sale of property, plant and equipment and other (income) expense not specifically identifiable to a segment. 7 Item 2. Management's Discussion and Analysis of Financial Condition and - -------------------------------------------------------------------------- Results of Operations - --------------------- RESULTS OF OPERATIONS ---------------------- For the three-month and six-month periods ended August 31, 2000, consolidated net sales were up 45% and 40%, respectively, as compared to the same periods in fiscal 2000. Net sales in the Manufactured Products Segment were up $5.3 million or 47% for the three-month period ended August 31, 2000, and $9.2 million or 41% for the six-month period ended August 31, 2000, as compared to the same periods in fiscal 2000. Year-to-date results in the Manufactured Products Segment for the period ended August 31, 2000 include six months of revenues from CGIT Westboro, Inc. which was acquired on September 1, 1999. Backlog for the Manufactured Products Segment at the end of August 31, 2000, was $38.2 million compared to $21.1 million at the end of August 31, 1999, due primarily to the deregulation of the power generation industry and the need for increased domestic power supplies. Net sales in the Services Segment, which is made up of the Company's galvanizing operations, were up $4.2 million or 43% and $7.6 million or 39% for the three and six-month periods ended August 31, 2000, and as compared to the same periods in the prior year. Quarterly results for the period ended August 31,2000, include six months of revenues from Westside Galvanizing Services, Inc. acquired on January 31, 2000. The volume of steel processed increased for both the three and six-month periods ended August 31, 2000, as compared to the same periods in the prior year. For the three and six-month periods ended August 31, 2000, Consolidated operating income (net sales less operating expenses) was up 42% and 39%, respectively, as compared to the same periods in fiscal 2000. Operating income in the Manufactured Products Segment was up $928,000 or 59% and $1.9 million or 71% for the three and six-month periods ended August 31, 2000 as compared to the same periods in fiscal 2000. Increases in operating income were experienced in the majority of this segments product lines for the quarter ending August 31, 2000 as compared to the same periods in the prior year. Improvements in operating efficiencies and increased volumes contributed to these increases. In the Services Segment, operating income was up $653,000 or 30% and $973,000 or 21% for the three and six-month periods ended August 31, 2000 as compared to the same periods in fiscal 2000. Increased operating income in the Services Segment was due to increased volumes and improved operating efficiencies coupled with the addition of Westside Galvanizing Services for the compared periods. Operating margins were negatively impacted by escalating natural gas prices as well as higher zinc cost. General corporate expenses (selling, general and administrative expense, and other (income) expense) for the three and six-month periods ended August 31, 2000, were up $1.2 million or 46% and $2 million or 38% as compared to the same periods in the prior year. As a percent of sales, general corporate expenses were 12.6% and 12.7% for the three and six-month periods ended August 31, 2000, as compared to 12.5% and 12.9% to the same periods in fiscal 2000. Net interest expense for the three and six-month periods ended August 31, 2000, was $612,000 and $1.2 million, up 90% and 84%, respectively, compared to the same periods in fiscal 2000. This increase was due to larger outstanding loan balances during fiscal 2001 associated with the acquisitions made during the last half of fiscal 2000. 8 LIQUIDITY AND CAPITAL RESOURCES ------------------------------- Net cash provided by operations was $5.9 million for the six-month period that ended August 31, 2000, compared to $7.6 million for the same period in fiscal 2000. Net income of $3.9 million and $2.8 million in depreciation and amortization contributed to net cash provided by operations. Other changes in assets and liabilities utilized $864,000 of net cash provided by operations. During the six-month period ended August 31, 2000, capital improvements were made in the amount of $2 million, long-term debt was repaid in the amount of $4.8 million, and cash dividends of $770,000 were paid. Proceeds from the exercise of stock options generated $907,000. The Company has a credit facility with a bank that provides for a $20 million revolving line of credit, a $10 million term note, and a $17.5 million term note. At the end of August 31, 2000, the Company had $7.4 million outstanding under the revolving line of credit and $23.3 million outstanding under the two term facilities. At August 31, 2000, the Company had approximately $12.1 million available under the revolving line of credit. Management believes that it's current credit facility coupled with the Company's borrowing capacity along with cash generated from operations will be sufficient to accommodate the Company's current operations, internal growth and possible acquisitions. Forward Looking Statements - -------------------------- This Report contains, and from time to time the Company or certain of its representatives may make, "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. 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 these in the forward-looking statements. Those risks, uncertainties, and factors include, but are not limited to, many of the matters described in this Report: 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, including the market price for oil and natural gas; 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 expressly disclaims any obligations to release publicly any updates or revisions to these forward-looking statements to reflect any change in its views or expectations. 9 PART II. OTHER INFORMATION AZZ incorporated Item 4. Submissions of Matters to a Vote of Security Holders - -------------------------------------------------------------- Shareholders at the Annual Meeting on July 11, 2000, reelected three incumbent directors, David H. Dingus, Dana Perry, and W.C. Walker. Of the 4,164,181 shares represented at the meeting, 4,145,085 shares (99.5%) were voted for Mr. Dingus, 4,145,085 shares (99.5%) were voted for Mr. Perry, 4,138,931 shares (99.4%) were voted for Mr. Walker. Other directors continuing in office are L.C. Martin, Sam Rosen, Martin C. Bowen, R.J. Schumacher, Kevern R. Joyce and Dr. Kirk Downey. Two proposals by the Board of Directors were submitted to the stockholders at the Annual Meeting, with the following vote tabulation. Amendment to the Articles of Incorporation Changing the Name of the Company Approved/Failed to Approve -------------------------- Shares for: 4,056,571 84.1% Shares Against: 90,551 1.9% APPROVED Shares Abstained: 17,059 .4% Approval of Ratification of the Appointment of Ernst & Young LLP as Auditors. Shares for: 4,141,351 99.5% Shares Against: 9,916 .2% APPROVED Shares Abstained: 12,914 .3% Item 6. Exhibits and Reports on Form 8-K - ----------------------------------------- (A) Exhibits - There are five exhibits filed with this 10-Q for the three months ended August 31, 2000. 3 (i) Articles of Amendment to the Articles of Incorporation filed July 17, 2000; (ii) Bylaws of AZZ incorporated, as amended and restated on August 15, 2000; 4 Form of Stock Certificate for the Company's $1.00 par value Common Stock; 11 Computation of Per Share Earnings (see note 3 to the Consolidated Condensed Financial Statements); 20 Press Release - Corporate Name Change; 20 Press Release - New Directors. 10 (B) Reports on Form 8-K - No reports on Form 8-K were filed during the three months ended August 31, 2000. All other schedules and compliance information called for by the instructions for Form 10-Q have been omitted since the required information is not present or not present in amounts sufficient to require submission. 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 thereunto duly authorized. AZZ incorporated ------------------------------------------ (Registrant) Date: 10/13/00 /s/ Dana Perry -------- ------------------------------------------ Dana Perry, Vice President for Finance Chief Financial Officer 11 EXHIBIT INDEX The following exhibits are filed as a part of this report: 3 (i) Articles of Amendment to the Articles of Incorporation filed July 17, 2000; (ii) Bylaws of AZZ incorporated, as amended and restated on August 15, 2000; 4 Form of Stock Certificate for the Company's $1.00 par value Common Stock; 11 Computation of Per Share Earnings (see note 3 to the Consolidated Condensed Financial Statements); 20 (i) Press Release - Corporate Name Change; 20 (ii) Press Release - New Directors. 27 AZZ Incorporated Financial Data Schedule E-1 12 EX-3.(I) 2 0002.txt ARTICLES OF AMENDMENT TO INCORPORATION EXHIBIT 3 (i) ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF AZTEC MANUFACTURING CO. Pursuant to the provisions of Article 4.04 of the Texas Business Corporation Act, the undersigned corporation adopts the following articles of amendment to its Articles of Incorporation. ARTICLE ONE ----------- The name of the corporation is Aztec Manufacturing Co. ARTICLE TWO ----------- The following amendment to the Articles of Incorporation was adopted by the shareholders of the corporation on July 11, 2000 to change the name of the corporation. The amendment alters or changes Article I of the original Articles of Incorporation and the full text of Article I as altered is as follows: ARTICLE I. The name of the Corporation is AZZ incorporated. ARTICLE THREE ------------- The number of shares of the corporation outstanding on the record date for the vote on such amendment was 4,818,233 shares of $1.00 par value Common Stock and the number of such shares entitled to vote thereon was 4,818,223 shares. ARTICLE FOUR ------------ The number of shares voted for such amendment was 4,056,571; the number of shares voted against such amendment was 90,551; and the number of shares abstaining was 17,059. DATED: July 12, 2000. AZTEC MANUFACTURING CO. By:--------------------------------- Sam Rosen, Secretary Its Authorized Officer E-2 EX-3.(II) 3 0003.txt BYLAWS OF AZZ INCORPORATED EXHIBIT 3 (ii) Bylaws of AZZ incorporated, as amended and restated on August 15, 2000; RESOLVED, that Section 3.02(b) of the Bylaws of the Company is hereby rescinded in its entirety and a new Section 3.02(b) is hereby adopted which shall read as follows: 3.02(b). Notwithstanding subsection (a) of Section 3.02, one director in addition to the nine provided by subsection (a) shall serve from August 15, 2000 to the 2001 annual shareholders meeting. At the 2001 annual shareholders meeting only those Directors whose term of office expires at that meeting shall be elected and qualified, after which the Board shall consist of nine (9) directors. E-3 EX-4 4 0004.txt FORM OF STOCK CERTIFICATE EXHIBIT 4 Form of Stock Certificate E-4 [LOGO] AZTEC MANUFACTURING CO. INCORPORATED UNDER THE LAWS COMMON STOCK OF THE STATE OF TEXAS PAR VALUE $1.00 ============================== ============================== NUMBER SHARES C [PICTURE] ============================== ============================== THIS CERTIFICATE IS TRANSFERABLE SEE REVERSE SIDE FOR CERTAIN IN CHICAGO, ILLINOIS OR NEW YORK, NEW YORK DEFINITIONS AND LIMITATIONS AZTEC MANUFACTURING CO. This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF Aztec Manufacturing Co. transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Articles of Incorporation of the Corporation and all amendments thereto. This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: /s/ L. C. Martin [SEAL] COUNTERSIGNED AND REGISTERED: CHAIRMAN OF THE BOARD COMPUTERSHARE INVESTOR SERVICES, LLC TRANSFER AGENT AND REGISTRAR BY /s/ SAM ROSEN AUTHORIZED SIGNATURE SECRETARY
AZTEC MANUFACTURING CO. PRE-EMPTIVE RIGHTS. ARTICLE IX OF THE COMPANY'S ARTICLES OF INCORPORATION PROVIDES THAT NO SHAREHOLDER OR OTHER PERSON SHALL HAVE ANY PRE-EMPTIVE RIGHTS WHATSOEVER. The Corporation will furnish to any shareholder, upon request and without charge, a statement of the powers, designations, relative rights, preferences and limitations of each class of stock or series thereof of the Corporation, and the qualifications, limitations, or restrictions of such preferences and/or rights. Such request may be made to the Corporation or the Transfer Agent. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT- _____________Custodian _______________ TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN - as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants in common Act ______________________ (State)
Additional abbreviations may also be used though not in the above list. For Value Received_____________________hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE _______________________________________ ________________________________________________________________________________ ________________________________________________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE ________________________________________________________________________________ _________________________________________________________________________ Shares of the Stock represented by the within Certificate and do hereby irrevocably constitute and appoint__________________________________________________________ ________________________________________________________________________________ Attorney to transfer the said shares on the books of the within-named Corporation with full power of substitution in the premises. Dated__________________________ X___________________________ NOTICE: (SIGNATURE) THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRE- SPOND WITH THE NAME(S) AS -> WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTER- ATION OR ENLARGEMENT OR X___________________________ ANY CHANGE WHATEVER. (SIGNATURE) ____________________________ This certificate also evidences and entitles the THE SIGNATURES(S) SHOULD BE holder hereof to certain Rights as set forth in GUARANTEED BY AN ELIGIBLE the Rights Agreement dated as of January 7, 1999 GUARANTOR INSTITUTION (BANKS by and between Aztec Manufacturing Co. (the STOCKBROKERS, SAVINGS AND "Company") and Harris Trust and Savings Bank, as LOAN ASSOCIATIONS AND CREDIT Rights Agent (the "Rights Agreement"), the terms UNIONS WITH MEMBERSHIP IN AN of which are hereby incorporated herein by APPROVED SIGNATURE GUARANTEE reference and a copy of which is on file at the MEDALLION PROGRAM, PURSUANT principal offices of the Company. Under certain TO S.E.C: RULE 17Ad-15. circumstances, as set forth in the Rights ____________________________ Agreement, such Rights will be evidenced by separate certificates and will no longer be SIGNATURE(S) GUARANTEED BY: evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to or held by any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. ____________________________ EX-11 5 0005.txt COMPUTATION OF PER SHARE EARNINGS EXHIBIT 11 Computation of Per Share Earnings (See Note 3 to the Consolidated Condensed Financial Statements) E-5 EX-20.(I) 6 0006.txt PRESS RELEASE - CORPORATE NAME CHANGE EXHIBIT 20 (i) Corporate Name Change ================================================================================ Aztec Manufacturing announces name change to AZZ incorporated ================================================================================ Shareholders approve name change to accurately reflect current corporate position For Immediate Release Contact: Dana Perry, Vice President - Finance and CFO AZZ incorporated, 817-297-4361 RCG Capital Markets Group, Inc. 480-675-0400 Retail: Jim Estrada, Brett Maas Institutional/Analysts: Joe Dorame Media: Jeff Stanlis (July 13, 2000) - CROWLEY, Texas - Aztec Manufacturing Company (NYSE: AZZ), a specialty electrical equipment and components manufacturer serving the global growth markets of power generation, power transmission and distribution and a leading provider of hot dip galvanizing services to the steel fabrication industry nationwide, today announced that the Company's shareholders have overwhelmingly approved the change of the corporate name to AZZ incorporated, effective immediately. The Company's stock will continue to be traded on the New York Stock Exchange under the ticker symbol "AZZ." David H. Dingus, president and chief operating officer of AZZ incorporated, commented, "AZZ has undergone significant changes in the last 10 years. We have successfully transitioned to become a leading provider of high quality electrical components and galvanizing services. This transition to a more diversified distribution of products and services has clearly exceeded the scope indicated by our previous name. We believe the new name, AZZ incorporated, will enable us to effectively cross-leverage our marketing opportunities through the use of a common name and a clear, new image." Except for the statements of historical fact, this release 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, including the market price for oil and natural gas; 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. --END-- E-6 EX-20.(II) 7 0007.txt PRESS RELEASE - NEW DIRECTORS EXHIBIT 20 (ii) New Directors - -------------------------------------------------------------------------------- AZZ incorporated Names Two New Directors to Board - -------------------------------------------------------------------------------- For Immediate Release Contact: Dana Perry, Vice President - Finance and CFO AZZ incorporated, 817-297-4361 RCG Capital Markets Group, Inc. 480-675-0400 Retail: Jim Estrada, Brett Maas Institutional/Analysts: Joe Dorame Media: Jeff Stanlis (August 22, 2000) - CROWLEY, Texas: AZZ incorporated, (NYSE-AZZ), formerly Aztec Manufacturing, announced today the election of two new directors to the Company's Board of Directors effective with the regularly scheduled meeting of September 19, 2000. Mr. Daniel E. Berce and Mr. Daniel R. Feehan were elected to the Board of Directors, at the regularly scheduled meeting of the Board on August 15, 2000. Mr. Berce, 46, has been Vice Chairman and Chief Financial Officer of AmeriCredit, Corp. since 1996 and was Executive Vice President, Chief Financial Officer from November 1994 until November 1996. He also served as Vice President, CFO and Treasurer beginning in May of 1990. He has been a director of AmeriCredit Corp. since 1990. AmeriCredit, Corp. (NYSE-ACF) is a national consumer finance company specializing in purchasing, securitizing and servicing of automobile loans. The company is headquartered in Fort Worth, Texas. Prior to joining AmeriCredit, he was a partner with Coopers & Lybrand for four years and was with the firm for fourteen years. Mr. Berce is a CPA. Mr. Daniel R. Feehan, 49, is President and CEO of Cash America International, Inc., (NYSE-PWN) a diversified specialty finance company serving the needs of the self-banked segment of the population. Prior to his appointment in February 2000 as CEO, he was President and COO since January 1990. He has been a director of Cash America since 1984. Before joining the Company in 1988, Mr. Feehan was President of Greer Capital Corporation, a real estate development firm. He began his career with Arthur Young & Company after graduating from Texas A&M University. "This marks another important milestone in the growth and expansion of our company," said Mr. L.C. Martin, Chairman and CEO. "The experience with management of public corporations, knowledge and insights of the financial markets, and extensive operating experience will add greatly to the overall direction of the Company. It is indeed a pleasure to welcome them, and we look forward to the assistance they can provide." Mr. William Walker, will be resigning from the Board effective with the September 19, 2000 meeting. Mr. Walker had previously announced that he would resign upon the selection of and election of new Directors. Mr. Walker has served as a board member since 1986, and will continue to serve the Company as an Advisory Director. AZZ incorporated, formerly Aztec Manufacturing, Co., is a specialty electrical equipment manufacturer serving the global growth markets of power generation, transmission and distribution, as well as a leading provider of hot dip galvanizing services to the steel fabrication market nationwide. E-7 Except for the statements of historical fact, this release 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, including the market price for oil and natural gas; 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. --END-- E-8 EX-27 8 0008.txt AZZ FINANCIAL DATA SCHEDULE
5 6-MOS FEB-28-2001 MAR-01-2000 AUG-31-2000 631,007 0 19,613,761 675,860 14,184,056 36,103,212 50,202,592 21,939,778 84,997,159 19,663,842 26,339,729 6,304,580 0 0 29,810,508 84,997,159 58,418,430 58,418,430 43,472,794 50,891,046 0 0 1,240,590 6,286,794 2,363,720 3,923,074 0 0 0 3,923,074 .81 .79
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