UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): April 29, 2010
AZZ
incorporated
(Exact
name of Registrant as specified in its charter)
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TEXAS
(State
or Other Jurisdiction of Incorporation or Organization)
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1-12777
Commission
File No.
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75-0948250
(I.R.S.
Employer Identification Number)
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One
Museum Place, Suite 500
3100
W. 7th
Street
Fort Worth, TX 76107
(Address
of principal executive offices, including zip code)
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Registrant’s
Telephone Number, including Area Code:
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(817)
810-0095
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
1-Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
On April
29,2010, AZZ incorporated entered into the Fifth Amendment to Second Amended and
Restated Credit Agreement, (the “Fifth Amendment”), with Bank of America, N.A.
which amends our Second Amended and Restated Credit Agreement, (the “Credit
Agreement”), dated as of May 25, 2006.
The Fifth
Amendment increases our revolving line of credit from $60 million to $80 million
and matures on Mary 25, 2014. It also increases the maximum amount of
capital expenditures we are permitted to make in any fiscal year without the
prior approval of our lenders from $20 million to $30 million on a consolidated
basis. The Amendment also increases the amount of cash dividends the
Company is allowed to pay to $15 million annually and increases the basket for
AZZ common stock repurchases to $40 million over the life of the revolving line
of credit.
This is
an unsecured, revolving credit facility to be used to provide for working
capital needs, capital improvements, future acquisitions, and letter of credit
needs. The Credit Agreement provides for various financial covenants
consisting of a) Minimum Consolidated Net Worth – maintain on a consolidated
basis net worth equal to at least the sum of $182.3 million, representing 80% of
net worth at February 28, 2010, plus 50% of future net income, b) Maximum
Leverage Ratio – maintain on a consolidated basis a Leverage Ratio not to exceed
3.25:1.0, c) Fixed Charge Coverage Ratio – maintain on a consolidated basis a
Fixed Charge Coverage Ratio of at least 1.75:1.0 and d) the limit on capital
expenditures describe above.
The
Credit Agreement provides for an applicable margin of from 1.0% to 1.75% over
the Eurodollar Rate and Commitment Fees ranging from .20% to .30% depending on
our Leverage Ration (as defined above).
A copy of
the Fifth Amendment in included as a exhibit to this Report on Form
8-K.
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Section
9 – FINANACIAL STATEMENTS AND
EXHIBITS
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Item
9.01 Financial Statements and
Exhibits.
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The
following exhibits are filed as part of this report.
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Fifth
Amendment to Second Amended and Restated Credit
Agreement.
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FORWARD LOOKING
STATEMENTS
Except
for the statements of historical fact, this report may contain forward-looking
statements that involve risks and uncertainties some of which are detailed from
time to time in documents filed by the company with the SEC. Those risks and
uncertainties include, but are not limited to: changes in customer demand and
response to products and services offered by the company, including demand by
the electrical power generation markets, electrical transmission and
distribution markets, the industrial markets, and the hot dip galvanizing
markets; prices and raw material costs, including zinc and natural gas which are
used in the hot dip galvanizing process and steel, aluminum and copper which are
used in the electrical and industrial segment; changes in the economic
conditions of the various markets the company serves, foreign and domestic,
customer requested delays of shipments, acquisition opportunities, adequacy of
financing, currency fluctuations, and availability of experienced management
employees to implement the company's growth strategy. The company can
give no assurance that such forward-looking statements will prove to be
correct. We undertake no obligation to affirm, publicly update or
revise any forward-looking statements, whether as a result of information,
future events or otherwise.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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AZZ
incorporated
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DATE: 4/29/2010
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By: /s/
Dana Perry
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Dana
Perry
Senior
Vice President Finance
Chief
Financial Officer
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