EX-99.(A)(1)(C) 7 d26631_ex99-a1c.htm Unassociated Document

NOTICE OF GUARANTEED DELIVERY

FOR TENDER OF SHARES OF COMMON STOCK

OF

North American Galvanizing & Coatings, Inc.

PURSUANT TO THE OFFER TO PURCHASE DATED May 7, 2010

BY

Big Kettle Merger Sub, Inc.
an indirect wholly-owned subsidiary

OF

AZZ incorporated

(NOT TO BE USED FOR SIGNATURE GUARANTEES)

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., CENTRAL DAYLIGHT SAVING TIME, ON MONDAY, JUNE 7, 2010,
UNLESS THE OFFER IS EXTENDED.

This Notice of Guaranteed Delivery, or one substantially equivalent to this Notice of Guaranteed Delivery, must be used to accept the Offer (as defined below) if certificates for Shares (as defined below) are not immediately available or the certificates for Shares and all other required documents cannot be delivered to Computershare Trust Company, N.A. (the “Depositary”) on or prior to the Expiration Date (as defined in the Offer to Purchase) or if the procedure for delivery by book-entry transfer cannot be completed on a timely basis. This instrument may be transmitted by facsimile transmission or mailed to the Depositary. See Section 3—“Procedures for Tendering Shares” of the Offer to Purchase.

The Depositary for the Offer is: 


 

By Mail:         By Facsimile Transmission:     By Overnight Courier:
 
                                       
Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions
P.O. Box 43011
Providence, RI 02940-3011
           
For Eligible Institutions Only:
(617) 360-6810

For Confirmation Only Telephone:
(781) 575-2332
   
Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions
Suite V
250 Royall Street
Canton, MA 02021
 

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.


THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN “ELIGIBLE INSTITUTION” UNDER THE INSTRUCTIONS TO THE LETTER OF TRANSMITTAL, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX IN THE LETTER OF TRANSMITTAL.

THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.

VOLUNTARY CORPORATE ACTION COY: AZZ



Ladies and Gentlemen:

The undersigned hereby tender(s) to Big Kettle Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of AZZ incorporated, a Texas corporation, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 7, 2010 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with the Offer to Purchase and any amendments or supplements to the Offer to Purchase or to the Letter of Transmittal, collectively constitute the “Offer”), receipt of which is hereby acknowledged, the number of shares of common stock, par value $0.10 per share (the “Shares”), of the Company, indicated below pursuant to the guaranteed delivery procedure set forth in Section 3 — “Procedures for Tendering Shares” of the Offer to Purchase.


Name(s) of Record Holder(s)
           

Number of Shares
 
           
 
 
           

Certificate Nos. (if available)
 
           
 

Address(es)
           
 
 
           
 
 
Zip Code
           
Indicate account number at Book-Entry Transfer Facility if Shares will be tendered by book-entry transfer:
 
           
 

(Area Code) Telephone No.
           
 
 
           
 
 
           

Account Number
 
           
 
X ______________________________________________________________
           
Dated: _______________________________, 2010
 
           
 
X ______________________________________________________________
           
Dated: _______________________________, 2010
 

Signature(s) of Record Holder(s)

VOLUNTARY CORPORATE ACTION COY: AZZ



GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program or any other “eligible guarantor institution,” as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an “Eligible Institution”), hereby guarantees the delivery to the Depositary, at one of its addresses set forth above, of the certificates evidencing all Shares tendered by this Notice of Guaranteed Delivery in proper form for transfer, or confirmation of the book-entry transfer of Shares into the Depositary’s account at The Depository Trust Company, in either case, together with delivery of a properly completed and duly executed Letter of Transmittal (or a facsimile thereof) with any required signature guarantee, or an Agent’s Message (as defined in the Offer to Purchase), and any other documents required by the Letter of Transmittal, within three NASDAQ trading days after the date of execution of this Notice of Guaranteed Delivery.

The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and certificates representing Shares (“Certificates”) tendered to the Depositary within the time period indicated herein. Failure to do so may result in financial loss to such Eligible Institution.


Name of Firm
           
X __________________________________________
Authorized Signature
 
           
 

Address(es)
           

Name (Please Print)
 
           
 

Zip Code
           

Title
 
           
 

(Area Code) Telephone No.
           
Dated: _______________________________, 2010
 

NOTE: DO NOT SEND CERTIFICATES WITH THIS NOTICE.
CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

3

VOLUNTARY CORPORATE ACTION COY: AZZ