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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>/in/edgar/work/0000930661-00-002563/0000930661-00-002563.txt : 20001016
<SEC-HEADER>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
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		10-Q
			SEC ACT:		
			SEC FILE NUMBER:	001-12777
			FILM NUMBER:		739410
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		400 N TARRANT RD
				CITY:			CROWLEY
				STATE:			TX
				ZIP:			76036
				BUSINESS PHONE:		8172974361
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		P O BOX 668
					STREET 2:		P O BOX 668
					CITY:			CROWLEY
					STATE:			TX
					ZIP:			76036
</MAIL-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM 10-Q
<TEXT>

<PAGE>

                      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
<PAGE>

                               AZZ incorporated

                                     INDEX
                                     -----

<TABLE>
<CAPTION>
PART I.  Financial Information                                          Page No.
         ---------------------                                          --------
<S>                                                                     <C>
 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
</TABLE>
<PAGE>

                               AZZ incorporated
                     Consolidated Condensed Balance Sheet

<TABLE>
<CAPTION>
                                                                           08/31/00               02/28/00
ASSETS                                                                    (UNAUDITED)             (AUDITED)
- ------                                                                ----------------          --------------
<S>                                                                   <C>                      <C>
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
                                                                      ===============           ==============
</TABLE>

    See Accompanying Notes to Consolidated Condensed Financial Statements

                                       3
<PAGE>

                               AZZ incorporated
                    Consolidated Condensed Income Statement


<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED                       SIX MONTHS ENDED
                                                 08/31/00         08/31/99             08/31/00           08/31/99
                                               (UNAUDITED)      (UNAUDITED)          (UNAUDITED)         (UNAUDITED)
                                              --------------   ------------         ------------        ------------
<S>                                           <C>              <C>                  <C>                 <C>
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
</TABLE>

      See Accompanying Notes to Consolidated Condensed Financial Statements

                                       4
<PAGE>

                               AZZ incorporated
                Consolidated Condensed Statements of Cash Flows
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                        SIX MONTHS ENDED
                                                                     08/31/00       8/31/99
                                                                   ------------   -----------
<S>                                                                <C>           <C>
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
                                                                    ===========   ===========
</TABLE>

See Accompanying Notes to Consolidated Condensed Financial Statements

                                       5
<PAGE>

                               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)

<TABLE>
<CAPTION>
                                                 Three months ending August 31,       Six months ending August 31,
                                                    2000               1999              2000              1999
                                                 ----------         ----------        ----------        ----------
                                                         (Dollars in thousands except earnings per share)
<S>                                              <C>                <C>               <C>               <C>
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
                                                 ==========         ==========        ==========       ===========
</TABLE>

                                       6
<PAGE>

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)

<TABLE>
<CAPTION>
                                      Three Months Ended Aug 31,          Six Months Ended Aug 31,
                                        2000               1999             2000              1999
                                      -------            -------          -------           -------
<S>                                   <C>                <C>              <C>               <C>
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
                                      =======            =======          =======           =======
</TABLE>

(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
<PAGE>

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
<PAGE>

                        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
<PAGE>

                          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
<PAGE>

(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
<PAGE>

                                 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
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(I)
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>ARTICLES OF AMENDMENT TO INCORPORATION
<TEXT>

<PAGE>

                                 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
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(II)
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>BYLAWS OF AZZ INCORPORATED
<TEXT>

<PAGE>

                                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
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>FORM OF STOCK CERTIFICATE
<TEXT>

<PAGE>

                                   EXHIBIT 4
                           Form of Stock Certificate




                                      E-4
<PAGE>


                                                              [LOGO]
                                                     AZTEC MANUFACTURING CO.


<TABLE>
<S>                                                      <C>
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
</TABLE>
<PAGE>

                            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:

<TABLE>
<S>                                                        <C>
     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)
</TABLE>

   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.                   ____________________________


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-11
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>COMPUTATION OF PER SHARE EARNINGS
<TEXT>

<PAGE>

                                  EXHIBIT 11

                       Computation of Per Share Earnings
        (See Note 3 to the Consolidated Condensed Financial Statements)






                                      E-5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-20.(I)
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>PRESS RELEASE - CORPORATE NAME CHANGE
<TEXT>

<PAGE>

                                  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
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-20.(II)
<SEQUENCE>7
<FILENAME>0007.txt
<DESCRIPTION>PRESS RELEASE - NEW DIRECTORS
<TEXT>

<PAGE>

                                  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
<PAGE>

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
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>8
<FILENAME>0008.txt
<DESCRIPTION>AZZ FINANCIAL DATA SCHEDULE
<TEXT>

<TABLE> <S> <C>

<PAGE>

<ARTICLE> 5

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          FEB-28-2001
<PERIOD-START>                             MAR-01-2000
<PERIOD-END>                               AUG-31-2000
<CASH>                                         631,007
<SECURITIES>                                         0
<RECEIVABLES>                               19,613,761
<ALLOWANCES>                                   675,860
<INVENTORY>                                 14,184,056
<CURRENT-ASSETS>                            36,103,212
<PP&E>                                      50,202,592
<DEPRECIATION>                              21,939,778
<TOTAL-ASSETS>                              84,997,159
<CURRENT-LIABILITIES>                       19,663,842
<BONDS>                                     26,339,729
<PREFERRED-MANDATORY>                        6,304,580
<PREFERRED>                                          0
<COMMON>                                             0
<OTHER-SE>                                  29,810,508
<TOTAL-LIABILITY-AND-EQUITY>                84,997,159
<SALES>                                     58,418,430
<TOTAL-REVENUES>                            58,418,430
<CGS>                                       43,472,794
<TOTAL-COSTS>                               50,891,046
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           1,240,590
<INCOME-PRETAX>                              6,286,794
<INCOME-TAX>                                 2,363,720
<INCOME-CONTINUING>                          3,923,074
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 3,923,074
<EPS-BASIC>                                        .81
<EPS-DILUTED>                                      .79


</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
