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<SEC-DOCUMENT>0000930661-02-000064.txt : 20020413
<SEC-HEADER>0000930661-02-000064.hdr.sgml : 20020413
ACCESSION NUMBER:		0000930661-02-000064
CONFORMED SUBMISSION TYPE:	8-K/A
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20011101
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20020111

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AZZ INC
		CENTRAL INDEX KEY:			0000008947
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC LIGHTING & WIRING EQUIPMENT [3640]
		IRS NUMBER:				750948250
		STATE OF INCORPORATION:			TX
		FISCAL YEAR END:			0228

	FILING VALUES:
		FORM TYPE:		8-K/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-12777
		FILM NUMBER:		2507939

	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

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AZTEC MANUFACTURING CO
		DATE OF NAME CHANGE:	20000911
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K/A
<SEQUENCE>1
<FILENAME>d8ka.txt
<DESCRIPTION>FORM 8-K/A
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

      - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

                                   FORM 8-K/A

                                 AMENDMENT NO. 1

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



       Date of Report (Date of earliest event reported): NOVEMBER 1, 2001
                                                         ----------------


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



         TEXAS                      1-12777                     75-0948250
         -----                      -------                     ----------
    (State or other            Commission File No.           (I.R.S. Employer
    jurisdiction of                                       Identification Number)
    incorporation or
     organization)


                         UNIVERSITY CENTRE I, SUITE 200
                           1300 SOUTH UNIVERSITY DRIVE
                             FORT WORTH, TEXAS 76107
                             -----------------------
                    (Address of principal executive offices,
                               including zip code)




<PAGE>

Registrant's Telephone Number, including Area Code:   (817) 810-0095
                                                      --------------


The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Current Report on Form 8-K dated
November 15, 2001.

ITEM 7.        FINANCIAL STATEMENTS AND EXHIBITS

          (a)  Financial statements of business acquired. On November 1, 2001,
               AZZ incorporated, (the "Company") completed the acquisition (the
               "Acquisition") of 100% of the outstanding stock of Central
               Electric Company and it's subsidiaries ("CEC"). CEC is a
               manufacturer of specialty switchgear products, power center
               enclosures, relay panels and non-segregated bar bus equipment
               which is provided to the electrical power industry. The Company
               intends to continue these operations. The financial statements
               required to be filed by Item 7 (a) of Form 8-K are filed herewith
               as Exhibit 99.1.

          (b)  Pro forma financial information. The pro forma financial
               information required to be filed by Item 7 (b) of Form 8-K is
               filed herewith as Exhibit 99.2.

          (c)  Exhibits:

               Exhibit
               Number    Exhibit
               ------    -------

                 23      Consent of Williams Keepers LLP

                 99.1    Financial Statements of CEC for the year ended
                         September 30, 2001 with Report of Independent Auditors.

                 99.2    Unaudited Pro Forma Combined Condensed Balance Sheet of
                         the Company and CEC as of August 31, 2001; and
                         Unaudited Pro Forma Combined Condensed Statements of
                         Operations of the Company and CEC for the six months
                         ended August 31, 2001 and for the year ended February
                         28, 2001.

                                       1

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                AZZ incorporated



    DATE: 1/11/02               By: /s/ Dana Perry
          -------                  ----------------------------
                                   Dana Perry
                                   Vice President Finance
                                   Chief Financial Officer


                                       2

<PAGE>

                                INDEX TO EXHIBITS

EXHIBIT
NUMBER    EXHIBIT
- ------    -------

  23      Consent of Williams Keepers LLP.

  99.1    Financial Statements of CEC and for the year ended September 30, 2001
          with Report of Independent Auditors.

  99.2    Unaudited Pro Forma Combined Condensed Balance Sheet of the Company
          and CEC as of August 31, 2001; and Unaudited Pro Forma Combined
          Condensed Statements of Operations of the Company and CEC for the six
          months ended August 31, 2001 and for the year ended February 28, 2001.


                                       3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>3
<FILENAME>dex23.txt
<DESCRIPTION>INDEPENDENT AUDITORS' CONSENT
<TEXT>
<PAGE>

                                   EXHIBIT 23

                      [LETTERHEAD OF WILLIAMS KEEPERS LLC]




                          INDEPENDENT AUDITORS' CONSENT

We consent to the use of our report dated November 9, 2001 with respect to the
financial statements of Central Electric Company and Subsidiaries included in
the AZZ incorporated current report on form 8-K/A dated January 11, 2002.


/s/ Williams-Keepers, LLC

Columbia, Missouri
January 10, 2002


                                       4


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>dex991.txt
<DESCRIPTION>FINANCIAL STATEMENTS
<TEXT>
<PAGE>

                                  Exhibit 99.1

                              Financial Statements
                            Central Electric Company

                          Year ended September 30, 2001




                                    Contents

Report of Independent Auditors .......................................       7

Financial Statements

Balance Sheets  ......................................................       8
Statements of Income  ................................................       9
Statements of Cash Flows  ............................................      10
Notes to Financial Statements ........................................   11-17


























                                       5

<PAGE>

                         Report of Independent Auditors









                                    REPORT OF

                            CENTRAL ELECTRIC COMPANY
                                AND SUBSIDIARIES

                               SEPTEMBER 30, 2001































                                       6

<PAGE>

  [LOGO] WILLIAMS
         KEEPERS LLC
           105 E. Ash St.  Columbia, MO  65203    (573) 442-6171  (573) 449-5196
  CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS

    COLUMBIA
    JEFFERSON CITY
    MEXICO

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Central Electric Company

We have audited the accompanying consolidated balance sheet of Central Electric
Company and Subsidiaries as of September 30, 2001, and the related consolidated
statement of income and retained earnings and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with U.S. generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Central Electric
Company and Subsidiaries as of September 30, 2001, and the results of their
operations and cash flows for the year then ended in conformity with U.S.
generally accepted accounting principles.


/s/ Williams-Keepers, LLC

November 9, 2001






                                       7

<PAGE>

                    CENTRAL ELECTRIC COMPANY AND SUBSDIARIES



                           CONSOLIDATED BALANCE SHEET
                               September 30, 2001

<TABLE>
<CAPTION>
<S>                                                                <C>
                                      ASSETS

CURRENT ASSETS
     Cash                                                           $    137,682
     Accounts receivable                                               8,421,713
     Contract underbillings on jobs in progress (Note 2)               3,488,427
     Inventories (Note 3)                                              5,223,881
     Prepaid expenses and other current assets                           283,339
     Deferred income tax asset, net (Note 9)                             131,240
                                                                    -------------
                  Total current assets                                17,686,282

EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET (Note 4)                     1,902,586

DEFERRED INCOME TAX ASSET, NET (Note 9)                                   24,948

OTHER NON-CURRENT ASSETS, NET (Note 5)                                 2,261,247
                                                                    -------------
                  Total assets                                      $ 21,875,063
                                                                    =============

                       LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Notes payable (Note 6)                                         $  8,452,038
     Current portion of long-term debt (Note 7)                          128,725
     Accounts payable                                                  3,598,576
     Contract overbillings on jobs in progress (Note 2)                   69,569
     Accrued income taxes                                                 31,365
     Accrued liabilities                                               1,607,123
     Deferred revenues                                                 1,160,721
                                                                    -------------
                  Total current liabilities                           15,048,117

LONG-TERM DEBT (Note 7)                                                1,961,159

ACCRUED PHANTOM STOCK APPRECIATION (Note 8)                                    -
                                                                    -------------
                  Total liabilities                                   17,009,276
                                                                    -------------
MINORITY INTEREST                                                              -
                                                                    -------------

STOCKHOLDERS' EQUITY
     Common stock, $5 par value; 10,000 shares authorized;
       5,000 shares issued; 1,015 shares outstanding                      25,000
     Additional paid-in capital                                           40,075
     Retained earnings                                                 6,676,373
     Treasury stock, 3,985 shares, at cost                           (1,875,661)
                                                                    -------------
                  Total stockholders' equity                           4,865,787
                                                                    -------------
                  Total liabilities and stockholders' equity        $ 21,875,063
                                                                    =============



The notes to consolidated financial statements are an integral part of these statements

</TABLE>

                                       8

<PAGE>

                    CENTRAL ELECTRIC COMPANY AND SUBSDIARIES

             CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
                          Year Ended September 30, 2001


NET SALES AND CONTRACT REVENUE                                 48,500,295

COST OF SALES AND CONTRACT REVENUE                             36,378,425
                                                              -----------
           Gross profit                                        12,121,870
                                                              -----------
OPERATING EXPENSES
     Selling, general and administrative expenses               7,109,736
     Parent company management salaries and bonuses             1,283,092
     Board of director's fees                                      93,200
                                                              -----------
           Total operating expenses                             8,486,028
                                                              -----------
           Income from operations                               3,635,842
                                                              -----------
OTHER INCOME (EXPENSE)
     Interest income                                                1,616
     Interest expense                                            (625,859)
     Amortization of goodwill                                    (164,304)
     Amortization of non-compete agreements                      (111,814)
     Other                                                       (158,371)
                                                              -----------
           Net other (expense)                                 (1,058,732)
                                                              -----------
           Income before provision for income taxes
             and minority interest                              2,577,110

PROVISION FOR INCOME TAXES (Note 9)                             1,047,896
                                                              -----------
           Net income before minority interest                  1,529,214

MINORITY INTEREST IN (LOSS) EARNINGS OF SUBSIDIARY                 (2,982)
                                                              -----------
           Net income                                           1,532,196

Retained earnings, beginning of year                            5,144,177
                                                              -----------
Retained earnings, end of year                                $ 6,676,373
                                                              ===========


  The notes to consolidated financial statements are an integral part of these
                                   statements

                                       9

<PAGE>

                    CENTRAL ELECTRIC COMPANY AND SUBSDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                          Year Ended September 30, 2001

<TABLE>
<CAPTION>
<S>                                                                           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                                   1,532,196
  Adjustments to reconcile net income to net cash provided by
    operating activities
      Depreciation and amortization expense                                      588,768
      Accrued phantom stock appreciation expense                                 941,941
      Deferred income tax expense (benefit)                                      484,934
      Loss on abandonment of leasehold improvements                               92,571
      Loss on sale of inventory                                                   62,591
      Gain on sale of equipment                                                   (1,112)
  Change in operating assets and liabilities
      Accounts receivable                                                     (2,974,734)
      Contract underbillings on jobs in progress                              (1,094,806)
      Inventories                                                             (1,298,803)
      Prepaid expenses and other current assets                                  232,494
      Other non-current assets                                                       238
      Accounts payable                                                           624,808
      Contract overbillings on jobs in progress                                 (215,963)
      Accrued income taxes                                                       (99,277)
      Accrued liabilities                                                        502,867
      Deferred revenues                                                          841,640
                                                                             -----------

               Net cash flows provided by operating activities                   220,353
                                                                             -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of equipment and leasehold improvements                           (1,158,386)
  Proceeds from sale of property, plant and equipment and inventory              450,000
                                                                             -----------

               Net cash (used) by investing activities                          (708,386)
                                                                             -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Net increase (decrease) in notes payable                                     2,594,038
  Repayment of long-term debt                                                   (238,805)
  Liquidation of phantom stock                                                (2,143,038)
  Change in minority interest                                                    (37,431)
                                                                             -----------

               Net cash provided (used) by financing activities                  174,764
                                                                             -----------

               Net change in cash                                               (313,269)

Cash, beginning of year                                                          450,951
                                                                             -----------

Cash, end of year                                                            $   137,682
                                                                             ===========

SUPPLEMENTAL CASH FLOW DISCLOSURES
  Cash paid for interest                                                     $   605,459
  Cash paid for income taxes                                                     663,287

NON-CASH TRANSACTIONS
  Refinancing of long-term debt to notes payable                               1,382,000
  Purchase of equipment via issuance of long-term debt                                 -
</TABLE>

  The notes to consolidated financial statements are an integral part of these
                                   statements

                                       10

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of business: Central Electric Company (CEC) and Subsidiaries
(collectively, the Company) manufacture electrical switchgear, electrical relay
and control panels (greater than 95% of sales); and operate a plumbing and
electrical supply business (sold during 2001) with operations located in Fulton,
Missouri; Greenbrier, Tennessee and Tulsa, Oklahoma. Sales to General Electric
Company represented approximately 30% of Company sales and 25% of Company
accounts receivable during fiscal 2001. Other significant manufacturing
contracts are typically with utility, industrial, municipal, mining and
petroleum organizations throughout the United States. Supply sales are primarily
to local retail and wholesale customers. Credit is granted to customers and, in
most cases, collateral is not required.

Principles of consolidation: The consolidated financial statements include the
accounts of CEC, Central Electric Manufacturing Company (CEMCO), Electrical
Power Systems, Inc. (EPSI), CESCO, Inc. (CESCO) and Clark Control Systems, Inc.
(Clark). CEC owns 100% of CEMCO, EPSI and Clark outstanding stock and 89% of
CESCO outstanding stock.

All significant intercompany balances and transactions have been eliminated in
the consolidated financial statements.

Change in reporting entity: The assets of CESCO were sold during 2001 and CESCO
paid all obligations and made a liquidating distribution prior to September 30,
2001. Net (loss) for CESCO before consolidation was $(31,717) for 2001.

Management estimates: Management uses estimates and assumptions in preparing
these financial statements in accordance with U.S. generally accepted accounting
principles. Those estimates and assumptions affect the reported amounts of
assets and liabilities, the disclosures of contingent assets and liabilities,
and the reported revenues and expenses. Actual results could vary from the
estimates that were used.

Revenue and cost recognition: CEMCO recognizes revenues of fixed-price contracts
using the percentage-of-completion method, measured by the percentage of cost
incurred to date as compared to total estimated costs for each contract. That
method is used because management considers expended costs to be the best
available measure of progress on the contracts. Contract costs include all
direct labor and benefits, materials unique to or installed in the project, and
allocations of indirect manufacturing costs. Provisions for estimated losses on
jobs in progress are made in the period in which such losses are determined.
Changes in job performance and estimated profitability may result in revisions
to costs and income, which are recognized in the period in which the revisions
are determined. Changes in estimated job profitability resulting from job
performance, contract penalty provisions, claims, change orders, and settlements
are accounted for as changes in estimates in the current period. Because of
inherent uncertainties in estimating costs, it is at least reasonably possible
that the estimates used will change within the near term. Contract underbillings
on jobs in progress represent costs and estimated earnings in excess of related
billings and are classified as current assets. Contract overbillings on jobs in
progress represent amounts billed in excess of costs and estimated earnings and
are classified as current liabilities.

EPSI and Clark recognize revenue of fixed-price contracts using the completed
contract method. This method is used because the typical contract is completed
within three months. A contract is considered complete when all costs have been
incurred and the item is determined ready for shipment. Provisions for estimated
losses on uncompleted contracts are made in the period in which such losses are
determined. Deferred revenues represent progress billings on jobs in progress at
year end and are classified as a current liability.

  The notes to consolidated financial statements are an integral part of these
                                   statements

                                       11

<PAGE>

Backlog for signed contracts in existence as of September 30, 2001, was
unaudited and amounted to approximately $34 million.

Inventories: Inventories include stock material, EPSI and Clark jobs in
progress, CEMCO jobs with material only, and CEMCO jobs with less than 35% of
total estimated labor. These inventories consist of material, labor and overhead
and are stated at the lower of cost (using first-in, first-out method) or market
value.

Equipment and leasehold improvements: Equipment and leasehold improvements are
carried at cost. Depreciation is computed using straight-line and accelerated
methods over the estimated useful lives of the respective assets, which range
from 3 to 15 years. Leasehold improvements are amortized on the straight-line
method over the shorter of the lease term or the estimated useful life of the
asset.

Goodwill: Goodwill represents the cost of assets acquired in excess of the fair
value of the assets purchased. Amortization is calculated using the
straight-line method over 15 or 40 years, as applicable.

Non-compete agreements: Non-compete agreements represent the fair value
associated with covenants not to compete obtained in connection with assets
acquired. Amortization is calculated using the straight-line method over 5 or 15
years, as applicable.

Income taxes: The Company files a consolidated income tax return and accounts
for income taxes using a combined federal and state tax rate of approximately
40%. The Company accounts for income taxes utilizing the liability method.
Therefore, deferred taxes are determined based on the estimated future tax
effects of differences between the financial statements and tax bases of assets
and liabilities given the enacted tax laws.

Shipping and handling fees and costs: Fees billed to customers related to
shipping and handling are included in Net Sales and Contract Revenue and the
costs incurred by the Company for shipping and handling are included in Cost of
Sales and Contract Revenue on the consolidated statements of income and retained
earnings.

2.   CONTRACTS IN PROGRESS

Contract underbillings (overbillings) on jobs in progress as of September 30,
2001,consist of the following:

<TABLE>
<S>                                                                                                        <C>
     Costs incurred on contracts in progress                                                               $  5,313,206
     Estimated profits                                                                                          700,916
                                                                                                           ------------
                  Revenue earned                                                                              6,014,122
     Less progress billings to date                                                                           2,595,264
                                                                                                           ------------
                  Net underbillings on jobs in progress                                                    $  3,418,858
                                                                                                           ============
     Contract underbillings on jobs in progress                                                            $  3,488,427
     Contract overbillings on jobs in progress                                                                 (69,569)
                                                                                                           ------------
                  Net underbillings on jobs in progress                                                    $  3,418,858
                                                                                                           ============
</TABLE>

  The notes to consolidated financial statements are an integral part of these
                                   statements

                                       12

<PAGE>

3.   INVENTORIES

Inventories consist of the following at September 30, 2001:

<TABLE>
<S>                                                                                                         <C>
     Inventory held in stock                                                                                $   933,833
     Costs incurred on EPSI and Clark jobs in progress                                                        2,267,033
     CEMCO jobs with material only                                                                              324,459
     CEMCO jobs with less than 35% of total estimated direct labor                                            1,698,556
                                                                                                            ------------

                   Total inventories                                                                       $  5,223,881
                                                                                                           =============
</TABLE>


4.  EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Equipment and leasehold improvements consist of the following at September 30,
2001:

<TABLE>
<S>                                                                                                         <C>
     Automobiles and trucks                                                                                 $   126,721
     Machinery and equipment                                                                                  2,252,110
     Office and computer equipment                                                                              802,485
     Furniture and fixtures                                                                                     280,093
     Leasehold improvements                                                                                   1,398,415
                                                                                                           -------------

                   Total equipment and leasehold improvements                                                 4,859,824
     Less accumulated depreciation                                                                            2,957,238
                                                                                                           -------------

                   Equipment and leasehold improvements, net                                               $  1,902,586
                                                                                                           =============
</TABLE>


5.   OTHER NON-CURRENT ASSETS

Other non-current assets consist of the following at September 30, 2001:

<TABLE>
<S>                                   <C>                                                                  <C>
     Goodwill, net of amortization of $902,619                                                             $  1,667,517
     Non-compete agreements, net of amortization of $492,338                                                    589,730
     Other non-current assets                                                                                     4,000
                                                                                                           -------------

                   Total other non-current assets, net                                                     $  2,261,247
                                                                                                           =============
</TABLE>

             The notes to consolidated financial statements are an
                       integral part of these statements


                                       13

<PAGE>

<TABLE>
<S>                                                                                                        <C>
6.   NOTES PAYABLE

     Line of credit of $7,000,000 subject to a borrowing base computation. The
       line of credit bears variable interest at the prime rate (6.5% at
       September 30, 2001) with interest payments due monthly. The line of
       credit is secured by the Company's assets and stock, as defined in the
       Borrower Security Agreement in the Stock Pledge Agreement. The line of
       credit is guaranteed by the Company, CEMCO, EPSI, Clark, and the
       Company's primary stockholders and their spouses. The line
       of credit agreement contains covenants that, among other things, require
       the Company to maintain certain cash flow levels and financial ratios, as
       defined. As of September 30, 2001, the Company was in compliance with
       such covenants.                                                                                     $  6,309,000

     Demand note bearing a variable interest rate at the prime rate (6.50% at
       September 30, 2001) with interest payments due monthly.  The note is
       secured with the same Agreement listed above.                                                          2,143,038
                                                                                                           -------------

                   Total notes payable                                                                     $  8,452,038
                                                                                                           =============
</TABLE>


<TABLE>
<S>                                                                                                        <C>
7.   LONG-TERM DEBT

     Long-term debt consists of the following at September 30, 2001:

     Term notes payable to former stockholder, principal and interest due
       quarterly with final payment due April 2013, bearing interest at 10%,
       secured by treasury stock purchased                                                                 $  1,474,969

     Non-compete payable to former stockholder, payments of $25,991 due
       semi-annually with final payment due January 2013, non-interest

       bearing, secured by treasury stock purchased                                                             597,789

     Various other term notes payable maturing through fiscal 2002                                               17,126
                                                                                                           -------------

                   Total long-term debt                                                                       2,089,884

     Less current portion of long-term debt                                                                   (128,725)
                                                                                                           -------------

                   Long-term debt                                                                          $  1,961,159
                                                                                                           =============
</TABLE>

             The notes to consolidated financial statements are an
                       integral part of these statements


                                       14

<PAGE>

Maturities of long term debt for fiscal years ending September 30 reflect the
extension of these payment terms and are as follows:


     2002                                               $   128,725
     2003                                                   132,324
     2004                                                   136,629
     2005                                                   145,315
     2006                                                   154,881
     Thereafter                                           1,392,010
                                                        -----------
                  Total long-term debt                  $ 2,089,884
                                                        ===========

8.   ACCRUED PHANTOM STOCK APPRECIATION

The Company sponsored an employee phantom stock appreciation plan (the Plan) to
provide long-term incentives for officers and key employees. The Plan provided
that stockholders have the right to redeem vested phantom shares at their net
appreciation value, as defined by the plan agreements. The Company treated
appreciation of the phantom stock value as compensation expense in the period in
which the appreciation occurred, although it is not deductible for tax purposes
until it is actually paid out. The Company recorded phantom stock compensation
expense of $941,941 during the year ended September 30, 2001. These expenses
have resulted in an accrued phantom stock appreciation balance of $0 as of
September 30, 2001.

Plan Participants may have redeemed or "locked-in" the value of up to 50% of
vested shares anytime from the date of vesting to the earlier of normal
retirement, death or total disability, at which point in time participants must
sell any remaining phantom stock shares. Participants vest differently based on
terms defined by the plan agreements. All participants become fully vested after
continuous and uninterrupted employment for five years after the date shares
were granted.

Under a letter of intent to sell 100% of the Company's common stock to AZZ, Inc.
(see Note 12), the phantom stock was redeemed for $2,143,038 by September 30,
2001. Due to the sale, the vesting was accelerated to 100% for all participants.


                                       15

<PAGE>

9.   INCOME TAXES

The provision for income taxes for the years ended September 30, 2001, consists
of the following:

     Current provision                                              $   562,962
     Deferred expense (benefit)                                         484,934
                                                                    -----------
                  Total provision for income taxes                  $ 1,047,896
                                                                    ===========

The tax effects of significant temporary differences representing deferred tax
assets and liabilities as of September 30, 2001 are as follows:


     Deferred income tax assets
         Accrued liabilities                                        $   136,396
         Non-compete agreements                                          79,000
                                                                    -----------
                  Total deferred income tax assets                      215,396
                                                                    -----------
     Deferred income tax liabilities
        Equipment and leasehold improvements                            (54,052)
        Other                                                            (5,156)
                                                                    -----------
                  Total deferred income tax liabilities                 (59,208)
                                                                    -----------
                  Net deferred income tax asset                     $   156,188
                                                                    ===========

Deferred income taxes as of September 30, 2001 are presented in the accompanying
financial statements as follows:


     Current deferred income tax asset, net                         $   131,240
     Non-current deferred income tax asset, net                          24,948
                                                                    -----------
                  Net deferred income tax asset                     $   156,188
                                                                    ===========


10.  EMPLOYEE BENEFIT PLANS

The Company sponsors a 401(k) savings plan whereby eligible employees may
contribute up to 15% of their pre-tax compensation, through payroll deductions.
The principal shareholders of the Company, who are also employees, may
contribute up to 7% of their pre-tax compensation. Substantially all full-time
employees who have completed six months of service are eligible to participate
in the 401(k) plan. The Company contributed an amount equal to 45% of the first
6% contributed by each participant for the year ended September 30, 2001.
Employees begin vesting in employer contributions after one year and are fully
vested after five years. The Company expensed approximately $177,000 relating to
plan contributions in fiscal 2001.

The Company provides its employees a medical benefit plan which is self-insured.
The Company's exposure is limited by specific and aggregate stop-loss limits as
defined by the insurance contract. The Company expenses insurance claim costs
relating to this plan as the costs are incurred.

                                       16

<PAGE>

11.  OPERATING LEASE COMMITMENTS

The Company leases its old EPSI and Clark facilities under separate operating
lease agreements and expensed $188,685 in fiscal 2001 relating to these
agreements.

Starting September 2001, EPSI leases a new facility under a 10 year lease
agreement with a related party owned partially by certain CEC stockholders. The
Company expensed $26,119 relating to this lease during fiscal year 2001.

Required future minimum lease payments for fiscal years ending September 30 are
as follows:

     2002                                                    $    394,500
     2003                                                         394,500
     2004                                                         394,500
     2005                                                         394,500
     2006                                                         366,375
     Thereafter                                                 1,410,000
                                                             ------------

                  Total future minimum lease payments        $  3,354,375
                                                             ============


The Company also leases its CEC, CEMCO and CESCO (ending February 2001)
facilities under terms of annual lease agreements with a related party owned
partially by certain CEC stockholders. The Company expensed $242,300 relating to
these leases during fiscal 2001.

12.  SUBSEQUENT EVENT

On October 31, 2001, 100% of the Company's common stock was purchased by AZZ,
Inc. The impact on these financial statements resulting from the sale include
the liquidation of phantom stock prior to year-end and the debt incurred to
refinance obligations relating to buyout of a former stockholder and financing
of the liquidation of the phantom stock plan.

The Company's existing 401(k) plan was "frozen" as of October 31, 2001 and all
eligible participants were allowed to enter AZZ, Inc.'s 401(k) plan effective
November 1, 2001.

The Company's existing health care plan will end December 31, 2001 and eligible
participants will be allowed to enter AZZ, Inc.'s health care plan effective
January 1, 2001.

                                       17


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>5
<FILENAME>dex992.txt
<DESCRIPTION>UNAUDITED PRO FORMA FINANCIAL INFORMATION
<TEXT>
<PAGE>

                                  EXHIBIT 99.2

          UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION

         The Acquisition will be accounted for as a purchase business
combination by the Company. The Unaudited Pro Forma Combined Condensed Financial
Statements are based on the historical financial statements of the Company and
CEC. This exhibit to the Company's Current Report on Form 8-K/A includes the
following Unaudited Pro Forma Combined Condensed Financial Statements: (i)
Unaudited Pro Forma Combined Condensed Balance Sheet of the Company and CEC as
of August 31, 2001; (ii) Unaudited Pro Forma Combined Condensed Statements of
Operations of the Company and CEC for the six months ended August 31, 2001 and
the year ended February 28, 2001. (iii) related notes thereto. The Unaudited Pro
Forma Combined Condensed Balance Sheet assumes the Acquisition had been
consummated on August 31, 2001. The Unaudited Pro Forma Combined Condensed
Statements of Operations assume the Acquisition had been consummated on March 1,
2000.

         The final determination and allocation of the purchase price paid for
the CEC acquisition may differ from the amounts assumed in these Unaudited Pro
Forma Combined Condensed Financial Statements.

         The Unaudited Pro Forma Combined Condensed Financial Statements reflect
preliminary estimates of the fair market value of the CEC assets acquired and
liabilities assumed and the related allocations of purchase price. AZZ is
currently reviewing the preliminary estimates of the fair market value of the
CEC assets acquired and liabilities assumed. Further information that may affect
the purchase price allocations consists primarily of appraisals related to
certain assets acquired. The final determination of the fair market value of
assets acquired and liabilities assumed and final allocation of the purchase
price may differ from the amounts assumed in these Unaudited Pro Forma Combined
Condensed Financial Statements. Adjustments to the purchase price allocations
are expected to be finalized by February 28,2002, and will be reflected in
future AZZ filings. There can be no assurance that such adjustments will not be
material.

         The Unaudited Pro Forma information is presented for illustrative
purposes only and is not necessarily indicative of the financial position or
results of operations that would have been reported if the Acquisition had been
consummated as presented in the accompanying Unaudited Pro Forma Combined
Condensed Financial Statements, nor is it necessarily indicative of the
Company's future financial position or results of operations. The pro forma
adjustments and the assumptions on which they are based is described in the
accompanying Notes To Unaudited Pro Forma Combined Condensed Financial
Statements.

         These Unaudited Pro Forma Combined Condensed Financial Statements are
based on and should be read in conjunction with the historical consolidated
financial statements and related notes thereto of the Company and the financial
statements and notes thereto of CEC for the year ended September 30, 2001.


                                       18

<PAGE>

                                AZZ incorporated
              UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
                                 August 31, 2001
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                          Purchase
                                                                                         Accounting
                                                          AZZ                 CEC        Adjustments           Pro Forma
                                                       Historical         Historical       (Note 2)            Combined
                                                      -------------       ------------   ------------         -------------
<S>                                               <C>                 <C>                <C>                 <C>
Assets
- ------

Current assets
    Cash and cash equivalents                         $       1,445       $         -    $         -          $       1,445
    Accounts receivable (Net of Allowance)            $      21,387       $      6,758   $         -          $      28,145
    Inventories:
       Raw materials                                  $       9,485       $      2,630   $         -          $      12,115
       Work-in process                                $       2,451       $      2,919   $         -          $       5,370
       Finished goods                                 $       1,583       $         -    $         -          $       1,583
    Revenue in excess of billings on
       uncompleted contracts                          $         397       $         -    $         -          $         397
    Deferred Taxes                                    $         789       $        161   $         -          $         950
    Prepaid expenses and other                        $         316       $      1,306   $         -          $       1,622
                                                      -------------       ------------   ------------         -------------
          Total current assets                        $      37,853       $     13,774   $         -          $      51,627

Property, plant and equipment, net                    $      31,837       $      1,414   $         -          $      33,251
Intangible assets, net                                $      18,519       $      1,681   $     13,876 (c.)    $      34,076
Other assets                                          $         483       $      1,086   $         -          $       1,569
                                                      -------------       ------------   ------------         -------------
         Total Assets                                 $      88,692       $     17,955   $     13,876         $     120,523
                                                      =============       ============   ============         =============

Liabilities and Shareholders' Equity
- ------------------------------------

Current liabilities:
    Long-term debt due within one year                $       4,345       $      5,840   $        635 (a)     $     10,820
    Accounts payable                                  $       7,922       $      3,231   $         -          $      11,153
       Uncompleted Contracts                          $         102       $        -     $         -          $         102
    Accrued Liabilities                               $       7,248       $      1,955   $         -          $       9,203
                                                      -------------       ------------   ------------         -------------
        Total current liabilities                     $      19,617       $     11,026   $        635         $      31,278

Long-term debt due after one year                     $      20,294       $      1,958   $     16,413 (a)     $      38,665
Net deferred income tax liability                     $         731       $         -    $         -          $         731

Shareholders' equity:
    Common stock, $1 par value
        Shares authorized - 25,000,000
        Shares issued - 6.304,580                     $       6,304       $         25   $        (25)(b),(d) $       6,304
    Capital in excess of par value                    $      12,142       $         40   $        854 (b),(d) $      13,036
    Other Comprehensive Income                        $        (351)      $         -    $         -          $        (351)
    Retained earnings                                 $      40,947       $      6,781   $     (6,781)(b)     $      40,947
    Less common stock held in treasury, at cost
         (1,181,549 shares)                           $     (10,992)      $     (1,875)  $      2,780 (b),(d) $     (10,087)
                                                      -------------       ------------   ------------         -------------


          Total shareholders' equity                  $      48,050       $      4,971   $     (3,172)        $      49,849
                                                      -------------       ------------   ------------         -------------

          Total Liabilities and Shareholders' Equity  $      88,692       $     17,955   $     13,876         $     120,523
                                                      =============       ============   ============         =============
</TABLE>

                                       19

<PAGE>


                                AZZ incorporated
              UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS
                    FOR THE SIX MONTHS ENDED AUGUST 31, 2001
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>

                                                                                         CEC
                                                                ------------------------------------------------------

                                                    AZZ                        Deduct
                                                 Historical   Historical     Historical    Historical
                                                 Six Months  Eleven Months  Five Months    Six Months    Purchase
                                                   Ended         Ended         Ended         Ended      Accounting
                                                 August 31,    August 31,   February 28,   August 31,   Adjustments        Pro Forma
                                                   2,001         2,001          2,001        2,001       (Note 3)          Combined
                                                -----------  ------------   ------------   ----------   ----------         ---------
<S>                                             <C>          <C>            <C>            <C>          <C>                <C>
 Net Sales                                      $    67,179   $   43,344    $    18,740     $  24,604   $      -           $ 91,783
 Costs and expenses:
     Cost of Sales                              $    51,726   $   30,958    $    13,813     $  17,145   $      -           $ 68,871
     Selling, general, and administrative       $     7,931   $    9,129    $     4,213     $   4,916   $    (82) (a),(c.) $ 12,765
     Interest expense (Income)                  $       903   $      584    $       292     $     292   $    486    (b)    $  1,681
     Other (income) expense, net                $       144   $        -    $         -     $       -   $      -           $    144
                                                -----------   ---------     -----------     ---------   --------           --------
                                                $    60,704   $   40,671    $    18,318     $  22,353   $    404           $ 83,461
                                                -----------   ----------    -----------     ---------   --------           --------

 Income before income taxes                     $     6,475   $    2,673    $       422     $   2,251   $   (404)          $  8,322

     Income tax                                 $     2,464   $    1,069    $       169     $     900   $   (145)   (d)    $  3,219
                                                -----------   ----------    -----------     ---------   --------           --------

     Net Income                                 $     4,011   $    1,604    $       253     $   1,351   $   (259)          $  5,103
                                                ===========   ==========    ===========     =========   ========           ========

 Earnings per common share:
     Basic                                      $      0.80                                                                $   1.01
                                                ===========                                                                ========
     Diluted                                    $      0.78                                                                $   1.00
                                                ===========                                                                ========


 Shares used to compute per share data:
     Basic                                            5,031                                                  97               5,128
     Diluted                                          5,128                                                  97               5,226

</TABLE>

                                       20

<PAGE>

PAGE

                                AZZ incorporated
              UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS
                      FOR THE YEAR ENDED FEBRUARY 28, 2001
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                       CEC
                                             -------------------------------------------------------
                                  AZZ                         Deduct          Add
                               Historical                    Historical    Historical
                                  Year       Historical      Five Months   Five Months    Pro Forma    Purchase
                                  Ended      Year Ended        Ended         Ended      Year Ended    Accounting
                              February 28,  September 30,   February 29,  February 28,  February 28,  Adjustments          Pro Forma
                                $ 2,001       $ 2,000         $ 2,000       $ 2,001       $ 2,001                           Combined
                              ------------  -------------   ------------  ------------  ------------  -----------          ---------
<S>                           <C>           <C>             <C>           <C>           <C>           <C>                  <C>
 Net Sales                    $   121,406   $     44,176    $    15,402   $     18,740  $     47,514  $         -          $ 168,920
 Costs and expenses:

   Cost of Sales              $    90,674   $     35,620    $    11,391   $     13,813  $     38,042  $         -          $ 128,716

   Selling, general,
     and administrative       $    15,188   $      6,208    $     3,597   $      4,213  $      6,824  $      (164)(a),(c)  $  21,848
   Net (gain) loss on
     sale of property,
     plant and equipment      $        11   $          -    $         -   $          -  $          -  $         -          $      11
   Interest expense (Income)  $     2,332   $        742    $       318   $        292  $        716  $       973 (b)      $   4,021
   Other (income)
     expense, net             $        74   $        (19)   $         -              -           (19) $         -          $      55
                              -----------   ------------    -----------   ------------  ------------  -----------          ---------
                              $   108,279   $     42,551    $    15,306   $     18,318  $     45,563  $       809          $ 154,651
                              -----------   ------------    -----------   ------------  ------------  -----------          ---------

 Income before income taxes   $    13,127   $      1,625    $        96   $        422  $      1,951  $      (809)         $  14,269

 Income tax expense           $     4,955   $        657    $       120   $        169  $        706  $      (291)(d)      $   5,370
                              -----------   ------------    -----------   ------------  ------------  -----------          ---------

   Net income                 $     8,172   $        968    $       (24)  $        253  $      1,245  $      (518)         $   8,899
                              ===========   ============    ===========   ============  ============  ===========          =========

 Earnings per common share:
   Basic                      $      1.67                                                                                  $    1.78
                              ===========                                                                                  =========
   Diluted                    $      1.63                                                                                  $    1.74
                              ===========                                                                                  =========

 Shares used to compute per
  share data:
   Basic                            4,892                                                                      97              4,989
   Diluted                          5,010                                                                      97              5,107
</TABLE>

                                       21

<PAGE>

NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS

1.   GENERAL

     The Acquisition will be accounted for as a purchase business combination by
     the Company. The accompanying Unaudited Pro Forma Combined Condensed
     Financial Statements reflect an aggregate purchase price of approximately
     $28.3 million, consisting of cash paid and common stock issued to CEC
     stockholders plus costs directly related to the Acquisition as follows (in
     thousands):

           Cash paid to CEC stockholders....................   $15,900
           Investment advisor, legal,
               accounting and other professional
               fees and expenses............................       312
           AZZ Common  Stock................................     1,800
           Liabilities Assumed..............................    10,284
                                                               -------
                                                               $28,296
                                                               =======

     For purposes of the accompanying Unaudited Pro Forma Combined Condensed
     Balance Sheet, the aggregate purchase price has been allocated to the net
     assets acquired, with the remainder recorded as excess cost over net assets
     acquired on the basis of preliminary estimates of fair values (goodwill).
     These preliminary estimates of fair value were determined by the Company's
     management. No Purchase Accounting Adjustments were made to the Pro Forma
     Financial Statements concerning changes in accounting policies for
     percentage of completion of accounting for recognition of revenues. The
     Company believes any changes would not have a material effect on the Pro
     Forma Financial Statements.

2.   UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET

     The accompanying Unaudited Pro Forma Combined Condensed Balance Sheet
     assumes the Acquisition was consummated on August 31, 2001 and reflects
     the following pro forma adjustments:

         (a)    To record new debt for purchase of CEC.
         (b)    To eliminate CEC's historical equity balances.
         (c)    To record excess cost over net assets acquired (goodwill) and
                eliminate CEC historical goodwill.
         (d)    To record stock issued as part of purchase.




                                       22

<PAGE>

3.   UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENTS OF OPERATIONS

      The accompanying Unaudited Pro Forma Combined Condensed Statements of
      Operations have been prepared as if the Acquisition was consummated as
      of March 1, 2000 and reflect the following adjustments.

      (a)  To eliminate CEC amortization of goodwill.
      (b)  To record additional interest expense on debt related to the
           Acquisition.
      (c)  The Pro Forma Combined Condensed Financial  Statement of Operations
           include an expense for a non-recurring incentive plan expense in the
           amount of $548,000 for the six month period ending August 31, 2001
           and $743,000 for the twelve month period ending February 28, 2001.
           This plan was terminated prior to the acquisition on November 1, 2001
           and these expenses will not be incurred going forward.
      (d)  To adjust income tax expense for effect of Purchase Accounting
           Adjustments (a) through (b).


4.   UNAUDITED PRO FORMA COMBINED EARNINGS PER COMMON SHARE DATA

     The Unaudited Pro Forma Combined Earnings Per Common Share data is
     computed by dividing pro forma combined income by the weighted average
     number of common shares and for purpose of diluted earnings per share
     stock options, if the exercise of such options would have a dilutive
     effect in the aggregate.



                                       23

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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