azzform11k.htm
FORM
11-K
[X]
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES
AND EXCHANGE ACT OF 1934
For the
fiscal year ended February 29, 2008
OR
[ ]
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
transition period from ____________ to ______________
Commission
File Number 1 -
12777
A.
|
Full
title of the plan and the address of the plan, if different from that of
the issuer named below:
|
AZZ incorporated Employee Benefit
Plan & Trust
B.
|
Name
of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
|
AZZ incorporated
University Centre I, Suite
200
1300 South University
Drive
Fort Worth, Texas 76107
REQUIRED
INFORMATION
The AZZ
incorporated Employee Benefit Plan & Trust is subject to the requirements of
the Employee Retirement Income Security Act of 1974 (“ERISA”). Attached hereto
is a copy of the most recent financial statements and schedules of the AZZ
incorporated Employee Benefit Plan & Trust prepared in accordance with the
financial reporting requirements of ERISA.
AZZ
incorporated
Employee
Benefit Plan & Trust
Financial
Statements
and
Supplemental Schedule
Years
Ended February 29, 2008 and February 28, 2007
with
Report of Independent
Registered
Public Accounting Firm
AZZ
incorporated Employee Benefit Plan & Trust
Financial
Statements and Supplemental Schedule
Years
Ended February 29, 2008 and February 28, 2007
Table
of Contents
Report
of Independent Registered Public Accounting Firm
|
1
|
Financial
Statements:
|
|
Statements
of Net Assets Available for Benefits
|
2
|
Statements
of Changes in Net Assets Available for Benefits
|
3
|
Notes
to Financial Statements
|
4
|
Supplemental
Schedule:
|
|
Form
5500, Schedule H, Line 4i – Schedule of Assets (Held at End of
Year)
|
10
|
NOTE:
|
All
other schedules required by the Department of Labor’s Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974 have been omitted since they are either not
applicable or the information required therein has been included in the
financial statements or notes
thereto.
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Plan Administrator of the
AZZ
incorporated Employee Benefit Plan & Trust
We have
audited the accompanying statements of net assets available for benefits of the
AZZ incorporated Employee Benefit Plan & Trust as of February 29, 2008 and
February 28, 2007, and the related statements of changes in net assets available
for benefits for the years then ended. These financial statements are
the responsibility of the Plan’s management. Our responsibility is to
express an opinion on these financial statements based on our
audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Plan is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting. An audit includes consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Plan's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for benefits of the AZZ incorporated
Employee Benefit Plan & Trust as of February 29, 2008 and February 28, 2007,
and the changes in its net assets available for benefits for the years then
ended in conformity with accounting principles generally accepted in the United
States of America.
Our
audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of
assets (held at end of year) is presented for the purpose of additional analysis
and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labor’s Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental information is the
responsibility of the Plan’s management. The supplemental information
has been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
/s/
Whitley Penn LLP
Fort
Worth, Texas
AZZ
incorporated Employee Benefit Plan & Trust
Statements
of Net Assets Available for Benefits
|
|
February
29,
|
|
|
February
28,
|
|
|
|
2008
|
|
|
2007
|
|
Assets
|
|
|
|
|
|
|
Investments,
at fair value:
|
|
|
|
|
|
|
Shares
of registered investment companies:
|
|
|
|
|
|
|
Mutual
funds
|
|
$ |
24,378,959 |
|
|
$ |
22,260,835 |
|
AZZ
incorporated common stock
|
|
|
750,150 |
|
|
|
652,989 |
|
Short-term
investments
|
|
|
1,928,246 |
|
|
|
1,446,887 |
|
Participant
loans
|
|
|
842,634 |
|
|
|
595,131 |
|
Total
investments
|
|
|
27,899,989 |
|
|
|
24,955,842 |
|
|
|
|
|
|
|
|
|
|
Receivables:
|
|
|
|
|
|
|
|
|
Employer
contributions
|
|
|
3,937,121 |
|
|
|
3,139,869 |
|
Participant
contributions
|
|
|
97,329 |
|
|
|
90,959 |
|
Total
receivables
|
|
|
4,034,450 |
|
|
|
3,230,828 |
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
|
31,934,439 |
|
|
|
28,186,670 |
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
Excess
contributions payable
|
|
|
- |
|
|
|
5,514 |
|
|
|
|
|
|
|
|
|
|
Net
Assets Available for Benefits
|
|
$ |
31,934,439 |
|
|
$ |
28,181,156 |
|
|
|
|
|
|
|
|
|
|
AZZ
incorporated Employee Benefit Plan & Trust
Statements
of Changes in Net Assets Available for Benefits
|
|
Years
Ended
|
|
|
|
February
29,
|
|
|
February
28,
|
|
|
|
2008
|
|
|
2007
|
|
Additions
to Net Assets
|
|
|
|
|
|
|
Investment
income:
|
|
|
|
|
|
|
Interest
and dividend income
|
|
$ |
2,215,383 |
|
|
$ |
1,318,962 |
|
Net
realized and unrealized gains (losses)
|
|
|
(1,719,984 |
) |
|
|
1,026,379 |
|
Total
investment income
|
|
|
495,399 |
|
|
|
2,345,341 |
|
|
|
|
|
|
|
|
|
|
Contributions:
|
|
|
|
|
|
|
|
|
Employer
|
|
|
4,872,141 |
|
|
|
3,831,768 |
|
Participants
|
|
|
2,539,697 |
|
|
|
1,932,195 |
|
Rollovers
|
|
|
110,308 |
|
|
|
486,517 |
|
Transfers
in
|
|
|
- |
|
|
|
1,838,058 |
|
Total
contributions
|
|
|
7,522,146 |
|
|
|
8,088,538 |
|
|
|
|
|
|
|
|
|
|
Total
additions
|
|
|
8,017,545 |
|
|
|
10,433,879 |
|
|
|
|
|
|
|
|
|
|
Deductions
from Net Assets
|
|
|
|
|
|
|
|
|
Benefits
paid to participants
|
|
|
4,264,262 |
|
|
|
1,317,612 |
|
|
|
|
|
|
|
|
|
|
Net
increase in net assets available for benefits
|
|
|
3,753,283 |
|
|
|
9,116,267 |
|
|
|
|
|
|
|
|
|
|
Net
assets available for benefits at beginning of year
|
|
|
28,181,156 |
|
|
|
19,064,889 |
|
|
|
|
|
|
|
|
|
|
Net
assets available for benefits at end of year
|
|
$ |
31,934,439 |
|
|
$ |
28,181,156 |
|
AZZ
Incorporated Employee Benefit Plan & Trust
Notes
to Financial Statements
February
29, 2008 and February 28, 2007
A. Description
of the Plan
The
following description of the AZZ incorporated Employee Benefit Plan & Trust
(the “Plan”) provides only general information. The Plan is sponsored
by AZZ incorporated (the “Company”). Participants should refer to the
Plan Agreement or Summary Plan Description for a more complete description of
the Plan’s provisions.
General
The Plan
is a defined contribution plan covering substantially all full-time employees of
the Company and its affiliates who have completed ninety days of service and
attained 18 years of age. Eligibility for profit sharing begins after
one year of service. Entry dates into the Plan are on the first day
of the month on or after which these requirements are met.
The Plan
is subject to the provisions of the Employee Retirement Income Security Act of
1974 (“ERISA”).
The
Company has adopted the MFS Retirement Services, Inc. (“MFS”) Non-Standardized
401(k) Profit Sharing Plan and Trust and appointed MFS Heritage Trust Company as
the trustee of the trust established under the Plan.
Effective
February 1, 2007, MFS changed its name to Sun Life Retirement Services (U.S.),
Inc. (“Sun Life”). Effective March 4, 2008, Sun Life changed its name
to The Hartford Financial Services Group, Inc. (“Hartford).
Contributions
Participants
may elect to contribute from 1% to 50% of their eligible compensation, subject
to Internal Revenue Service (“IRS”) limitations. The Company provides
discretionary matching contributions equal to a percentage of participant
contributions as determined annually by the Company’s Board of
Directors. Additionally, the Company may contribute discretionary
profit sharing amounts to the Plan as determined each year by the Company’s
Board of Directors. To be eligible to receive matching contributions
and profit sharing contributions, participants must be actively employed on the
last day of the Plan year and must have completed 1,000 hours of
service.
Participants
may elect to commence voluntary contributions or modify the amount of voluntary
contributions made on the first day of each quarter within the Plan
year.
Participant
Accounts
A
separate account is maintained for each participant and is credited with
participant contributions, Company contributions, and actual earnings thereon as
well as forfeitures of terminated participants’ non-vested
accounts.
AZZ
Incorporated Employee Benefit Plan & Trust
Notes
to Financial Statements (continued)
A. Description
of the Plan - continued
Forfeited
Accounts
Forfeited
balances of terminated participants’ non-vested accounts are reallocated among
the remaining participants in the proportion that each participant’s
compensation for the year bears to the total compensation of all participants
for the year.
Investment
Options
Upon
enrollment in the Plan, a participant may direct contributions to their account
in a variety of nine investment options, which vary in degree of risk, with the
exception of AZZ incorporated common stock for which participants may only hold
or sell existing shares. Participants may change their investment
options at any time. Investments are held by Hartford, the record
keeper, funding agent, and a party-in-interest. Under a trust
agreement with the Company, MFS Heritage Trust Company is a directed
trustee. The Plan’s assets are invested in accordance with directions
provided by the Company.
Vesting
Participant
contributions to the Plan plus actual earnings or losses thereon are fully
vested at all times. The participant’s share of matching
contributions and profit sharing contributions and earnings and losses thereon
vest in accordance with the following schedule:
Years
of Service
|
|
Vesting
Percentage
|
|
|
|
Less
than 1 year
|
|
0%
|
1
year
|
|
20%
|
2
years
|
|
40%
|
3
years
|
|
60%
|
4
years
|
|
80%
|
5
years
|
|
100%
|
Participants
will vest 100% upon attainment of age 65, or in the event of death or disability
while employed by the Company.
Participants
may borrow from their account a minimum of $1,000 up to a maximum equal to the
lesser of $50,000 or 50% of their vested account balance. Loan terms
range from one to five years. The loans are secured by the balance in
the participant’s account and bear interest at prime. Interest rates
for 2008, ranged from 4.0% to 9.25%. Principal and interest are paid
ratably through payroll deductions.
AZZ
Incorporated Employee Benefit Plan & Trust
Notes
to Financial Statements (continued)
A.
|
Description
of the Plan – continued
|
Participant
Withdrawals
On
termination of service, if a participant’s vested benefits are less than $1,000,
the benefit is payable in a lump sum. If the vested benefit is
greater than $1,000, the participant may elect to receive either a lump-sum
amount or annual installments over a period not to exceed the life expectancy of
the participant and the participant’s beneficiary. Prior to
termination of service, a participant may elect to receive all or any portion of
their accrued vested benefit if either the participant has participated in the
Plan at least five years or has attained 59 1/2 years of age.
B. Summary
of Significant Accounting Policies
The
financial statements of the Plan are presented on the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States of America.
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Accordingly, actual results may
differ from these estimates.
Investment
Valuation
Investments
in mutual funds are stated at fair value using quoted prices in an active
market, which represent the net asset values of shares held by the Plan at year
end. The investments in AZZ incorporated common stock are valued at
the closing price at year end on the New York Stock Exchange. Amounts
invested on a short-term basis are in highly liquid assets; the fair value and
cost basis of these invested funds are equal. Purchases and sales of
securities are recorded on the trade dates. Gains or losses on sales
of securities are calculated using the average cost of the securities
sold. Interest income is recorded on the accrual basis.
All
investments, earnings thereon, and uninvested cash were held by Hartford under a
trust agreement. The Plan’s investments are generally subject to
market or credit risks customarily associated with debt and equity
investments.
Contributions
Participant
and employer contributions are accrued in the period in which they are deducted
in accordance with salary deferral agreements and as they become obligations of
the Company, as determined by the Plan’s administrator.
AZZ
Incorporated Employee Benefit Plan & Trust
Notes
to Financial Statements (continued)
B. Summary
of Significant Accounting Policies - continued
Payment
of Benefits
Benefits
are recorded when paid.
Plan
Expenses
Employees
of the Company perform certain administrative functions with no compensation
from the Plan. The Company or the Plan pays administrative expenses
of the Plan. Administrative expenses paid by the Plan are properly
reflected in the accompanying statements of changes in net assets available for
benefits. There were no administrative expenses paid by the Plan in
2008 or 2007.
C. Investments
At
February 29, 2008 and February 28, 2007, individual investments that represent
5% or more of the net assets available for benefits are as follows:
|
|
2008
|
|
|
|
|
|
MFS
Total Return Fund A
|
|
$ |
5,076,117 |
|
American
Funds Growth Fund of America R4
|
|
|
4,778,143 |
|
MFS
Value Fund A
|
|
|
4,441,670 |
|
MFS
Bond Fund A
|
|
|
4,381,390 |
|
MFS
Global Equity Fund A
|
|
|
4,068,120 |
|
MFS
Money Market Fund
|
|
|
1,928,246 |
|
|
|
2007
|
|
|
|
|
|
MFS
Total Return Fund A
|
|
$ |
4,464,981 |
|
MFS
Value Fund A
|
|
|
4,311,114 |
|
MFS
Bond Fund A
|
|
|
4,179,756 |
|
American
Funds Growth Fund of America R4
|
|
|
3,961,367 |
|
MFS
Global Equity Fund A
|
|
|
3,758,767 |
|
MFS
Money Market Fund
|
|
|
1,446,887 |
|
During
the years ended February 29, 2008 and February 28, 2007, net realized and
unrealized gains (losses) were comprised of the following:
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
Mutual
funds
|
|
$ |
(2,145,296 |
) |
|
$ |
744,886 |
|
AZZ
incorporated common stock
|
|
|
425,312 |
|
|
|
281,493 |
|
|
|
|
|
|
|
|
|
|
Net
realized and unrealized gains (losses)
|
|
$ |
(1,719,984 |
) |
|
$ |
1,026,379 |
|
AZZ
Incorporated Employee Benefit Plan & Trust
Notes
to Financial Statements (continued)
D.
Forfeited Accounts
Approximately
$35,000 of forfeitures were allocated to remaining participants during fiscal
2007. At February 29, 2008 and February 28, 2007, net assets
available for benefits include approximately $157,000 and $58,000, respectively,
of unallocated forfeitures.
E.
Excess Contributions Payable
The
Internal Revenue Code (the “Code”) attempts to ensure that employees at all
levels of income share the tax advantages of the Plan
proportionally. A non-discrimination test is required by the Code to
determine a contribution level that makes all participant contributions, as a
percentage of compensation, fall within prescribed limits. The
amounts accrued as an excess contributions payable to participants, represent
contributions exceeding the allowed limits and will be refunded to employees
subsequent to the end of each Plan year.
F.
Plan Termination
Although
it has not expressed any intent to do so, the Company has the right under the
Plan to discontinue its contributions at any time and to terminate the Plan
subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100% vested in their accounts.
The
Company has adopted the MFS Retirement Services, Inc. Non-Standardized 401(k)
Profit Sharing Plan and Trust, which has a favorable opinion letter from the IRS
stating that the written form of the prototype plan is acceptable under Section
401(a) of the Code and that any employer adopting this prototype plan document
will be considered to have a plan qualified under section 401(a) of the
Code. In March 2005, the Plan received a favorable determination
letter from the IRS stating that the Plan as adopted is qualified under Section
401(a) of the Code. Once qualified, the Plan is required to operate
in conformity with the Code to maintain its qualification. The Plan
Administrator believes the Plan is being operated in compliance with the
applicable requirements of the Code and, therefore, believes that the Plan is
qualified and the related trust is tax exempt.
AZZ
Incorporated Employee Benefit Plan & Trust
Notes
to Financial Statements (continued)
H. Plan
Amendments
Effective
March 1, 2006, the Plan was amended to increase the maximum deferral limit to
50%, decrease the required period of service for eligibility from one year to 90
days, and to automatically enroll eligible employees into the Plan with an
automatic enrollment provision at 3%.
I.
Reconciliation of Financial Statements to Form 5500
The
following is a reconciliation of net assets available for benefits, at February
29, 2008 and February 28, 2007, per the financial statements to the Form
5500:
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
Net
assets available for benefits per
the financial statements
|
|
$ |
31,934,439 |
|
|
$ |
28,181,156 |
|
Amounts
allocated to withdrawing
participants
|
|
|
(83,042 |
) |
|
|
(23,006 |
) |
Net
assets available for benefits per
the Form 5500
|
|
$ |
31,851,397 |
|
|
$ |
28,158,150 |
|
Amounts
allocated to withdrawing participants are recorded on the Form 5500 for benefit
claims that have been processed and approved for payment prior to the Plan’s
year end but not yet paid as of that date. For financial statement
purposes benefit claims are not recorded until payment is made.
|
AZZ
incorporated Employee Benefit Plan &
Trust
|
|
Form
5500, Schedule H, Line 4i - Schedule of Assets (Held at End of
Year)
|
February
29, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan: 001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EIN: 75-0948250
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(e)
|
|
|
|
(b)
|
(c)
|
|
(d)
|
|
|
Current
|
|
(a)
|
|
Identity
of Issuer
|
Description
of Investments
|
|
Cost
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
MFS
|
MFS
Total Return Fund A
|
|
|
**
|
|
|
$ |
5,076,117 |
|
|
|
|
American
Funds
|
Growth
Fund of America R4
|
|
|
**
|
|
|
|
4,778,143 |
|
|
*
|
|
MFS
|
MFS
Value Fund A
|
|
|
**
|
|
|
|
4,441,670 |
|
|
*
|
|
MFS
|
MFS
Bond Fund A
|
|
|
**
|
|
|
|
4,381,390 |
|
|
*
|
|
MFS
|
MFS
Global Equity Fund A
|
|
|
**
|
|
|
|
4,068,120 |
|
|
*
|
|
MFS
|
MFS
Money Market Fund
|
|
|
**
|
|
|
|
1,928,246 |
|
|
|
|
Columbia
|
Columbia
Acorn Fund A
|
|
|
**
|
|
|
|
1,022,403 |
|
|
*
|
|
AZZ
incorporated
|
AZZ
incorporated common stock
|
|
|
**
|
|
|
|
750,150 |
|
|
|
|
Scudder
|
Scudder
Equity 500 Index Fund
|
|
|
**
|
|
|
|
611,116 |
|
|
*
|
|
Participant
loans
|
Interest
rates ranging from 4.0 to 9.25 percent
|
|
|
-0-
|
|
|
|
842,634 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
27,899,989 |
|
*
|
|
Represents
a party-in-interest to the Plan.
|
**
|
|
Cost
omitted for participant-directed
investments.
|
SIGNATURES
The Plan. Pursuant to
the requirements of the Securities Exchange Act of 1934, the persons who
administer the AZZ incorporated Employee Benefit Plan & Trust (the “Plan”)
have duly caused this annual report for the Plan year ended February 29, 2008 to
be signed on its behalf by the undersigned, thereunto duly
authorized.
AZZ incorporated Employee Benefit Plan
& Trust
Date:
August 27, 2008 By /s/ DAVID H.
DINGUS
David H. Dingus
Administrative Committee
Member
Date:
August 27, 2008 By /s/ DANA L.
PERRY
Dana
L. Perry
Administrative
Committee Member
EXHIBIT
INDEX
Exhibit
No. Description
23.1 Consent
of Independent Registered Public Accounting Firm