11-K 1 0001.txt FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the Fiscal Year ended February 29, 2000 OR [_] TRANSITION REPORT PURSUANT TO SECTION 15(d)\ OF THE SECURITIES EXCHANGE ACT [NO FEE REQUIRED] Commission File No. 0-2733 A. Full title of the plan and the address of the plan, if different from that of the issuer named below. AZTEC MANUFACTURING CO. 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 400 North Tarrant St. Crowley, Texas 76036 Page 1 of 3 AZTEC MANUFACTURING CO. EMPLOYEE BENEFIT PLAN & TRUST ----------------------------------------------------- FORM 11-K FOR THE YEAR ENDED FEBRUARY 29, 2000 ---------------------------------------------- TABLE OF CONTENTS ----------------- REPORT OF INDEPENDENT AUDITORS FINANCIAL STATEMENTS Statements of Net Assets Available for Benefits at February 29, 2000 and February 28, 1999 Statements of Changes in Net Assets Available for Benefits for the Years ended February 29, 2000 and February 28, 1999 Notes to Financial Statements SUPPLEMENTAL SCHEDULES: Item 27a Form 5500, Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes at February 29, 2000 Item 27d Form 5500, Schedule H, Line 4j - Schedule of Reportable Transactions for the Year Ended February 29, 2000 SIGNATURES EXHIBITS: 23.1 Consent of Whitley Penn Page 2 of 3 SIGNATURES The Plan. Pursuant to the requirements of the Securities Act of 1933, the -------- trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized on November 28, 2000. Aztec Manufacturing Co. Employee Benefit Plan & Trust By: First Nebraska Trust Company By: /s/ Renee Zikmund/AVP -------------------------------------- Page 3 of 3 AZTEC MANUFACTURING CO. EMPLOYEE BENEFIT PLAN & TRUST FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES For the Years Ended February 29, 2000 and February 28, 1999 Table of Contents Report of Independent Auditors......................................................... 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 Schedules: Form 5500, Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes.. 10 Form 5500, Schedule H, Line 4j - Schedule of Reportable Transactions.............. 11 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 not been included in the financial statements or notes thereto. REPORT OF INDEPENDENT AUDITORS Plan Administrator Aztec Manufacturing Co. Employee Benefit Plan & Trust We have audited the accompanying statements of net assets available for benefits of the Aztec Manufacturing Co. Employee Benefit Plan & Trust as of February 29, 2000 and February 28, 1999, 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 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 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 Aztec Manufacturing Co. Employee Benefit Plan & Trust as of February 29, 2000 and February 28, 1999, and the changes in its net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are 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, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. Fort Worth, Texas August 14, 2000 AZTEC MANUFACTURING CO. EMPLOYEE BENEFIT PLAN & TRUST STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

February 29, February 28, 2000 1999 ----------------- ---------------- Assets Investments, at fair value: Shares of registered investment companies: Mutual funds $ 5,727,382 $ 4,234,005 Common stocks 496,279 402,080 Short-term investments 4,184 689,555 ----------------- ---------------- Total investments 6,227,845 5,325,640 Receivables: Employer contributions 1,062,781 784,000 Participant contributions 16,361 - Interest - 11,895 ----------------- ---------------- Total receivables 1,079,142 795,895 ----------------- ---------------- Total assets 7,306,987 6,121,535 Liabilities Other liabilities - 8,656 ----------------- ---------------- Net assets available for benefits $ 7,306,987 $ 6,112,879 ================= ================

2 AZTEC MANUFACTURING CO. EMPLOYEE BENEFIT PLAN & TRUST STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year ended Year ended February 29, February 28, 2000 1999 ------------------ ------------------ Additions in net assets attributed to: Investment income: Interest and dividend income $ 420,139 $ 364,646 Net realized and unrealized gains (losses) 565,980 (420,955) ------------------ ------------------ 986,119 (56,309) Contributions: Employer 1,066,911 784,000 Participants 36,802 - Rollovers 3,966 - ------------------ ------------------ 1,107,679 784,000 Total additions 2,093,798 727,691 Deductions from net assets attributed to: Benefits paid to participants 856,828 605,397 Administrative expenses 42,862 36,860 ------------------ ------------------ Total deductions 899,690 642,257 ------------------ ------------------ Net increase in net assets available for benefits 1,194,108 85,434 Net assets available for benefits: Beginning of year 6,112,879 6,027,445 ------------------ ------------------ End of year $ 7,306,987 $ 6,112,879 ================== ==================

3 AZTEC MANUFACTURING CO. EMPLOYEE BENEFIT PLAN & TRUST NOTES TO FINANCIAL STATEMENTS February 29, 2000 A. Description of the Plan The following description of the Aztec Manufacturing Co. Employee Benefit Plan & Trust (the "Plan") provides only general information. The Plan is sponsored by AZZ incorporated, formerly Aztec Manufacturing Co. (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 one year of service and attained eighteen years of age. Entry dates into the Plan are no later than the earlier of (a) six months after such eligibility requirements are met, or (b) the first day of the first Plan year after such requirements are met. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Effective December 1, 1999, the Plan sponsor adopted the MFS Fund Distributors, Inc. Non-Standardized 401(k) Profit Sharing Plan and Trust and appointed First Nebraska Trust Company as the trustee of the trust established under the Plan. Effective upon such adoption participants are allowed to make tax-deferred contributions to the Plan and to change their investment options at any time. Contributions Participants may elect to contribute from 1% to 12% of their eligible compensation, subject to Internal Revenue Service 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. Maximum contributions may not exceed the lesser of (a) $30,000 or (b) 25% of the participant's compensation for the year. 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 March 1, June 1, September 1 and December 1 of each year. Participant Accounts A separate account is maintained for each participant and is credited with the participant's contributions, the Company's contributions and actual earnings thereon as well as forfeitures of terminated participants' nonvested accounts. 4 AZTEC MANUFACTURING CO. EMPLOYEE BENEFIT PLAN & TRUST NOTES TO FINANCIAL STATEMENTS (continued) A. Description of the Plan - continued Forfeited Accounts Forfeited balances of terminated participants' nonvested accounts are reallocated among remaining participants in the proportion that each participant's compensation for the year bears to the total compensation of all participants for the year. During fiscal 1999 approximately $86,000 of forfeitures were allocated to remaining participants. At February 29, 2000, net assets available for benefits include approximately $78,000 of unallocated forfeitures that will be allocated among remaining participants in fiscal 2001. Investment Options Effective December 1, 1999, participants may direct their contributions in any of the following investment options, with the exception of AZZ incorporated common stock for which participants may only hold or sell existing shares: Mutual Funds: . MFS Bond Fund A - Seeks current income consistent with prudent investment risk. The fund normally invests at least 65% of assets in convertible and nonconvertible debt, preferred stocks, U.S. government debt, and commercial paper. It may invest no more than 20% of assets in debt rated below investment-grade. The fund may also hold up to 10% of assets in common stocks acquired through conversion of other securities. . Massachusetts Investors Trust Fund A - Seeks current income and long-term growth of capital and income. The fund invests primarily in common stocks and convertibles, emphasizing securities that management considers to be of high or improving quality. It may invest up to 20% of assets in foreign securities; this limit does not apply to ADRs. The fund may also invest a portion of assets in debt securities and cash equivalents. . MFS Total Return Fund A - Seeks income; opportunity for growth of capital and income is secondary. The fund generally maintains 40% to 75% of assets in equity securities. It typically invests the balance in debt securities, including up to 20% of assets in debt rated below BB. The fund may invest in foreign securities, including Brady Bonds. . MFS Capital Opportunities Fund A - Seeks capital appreciation. Current income in incidental. The fund invests primarily in common stocks. It may also hold fixed-income securities, but it may not invest more that 15% of assets in debt rated below BBB. The fund may invest up to 35% of assets in foreign securities that are not traded on a U.S. exchange, including emerging-markets issues; it may also invest in ADRs. 5 AZTEC MANUFACTURING CO. EMPLOYEE BENEFIT PLAN & TRUST NOTES TO FINANCIAL STATEMENTS (continued) A. Description of the Plan - continued . MFS Global Equity Fund A - Seeks capital appreciation. The fund invests in equities issued by foreign and domestic companies. It may invest up to 50% of assets in securities of U.S. or Canadian issuers. The fund may also invest in securities issued by companies in emerging markets. The fund may engage in options on securities and stock indexes. Common Stocks: . AZZ incorporated common stock - Funds are invested solely in common stock of AZZ incorporated (NYSE: AZZ). Short-term Investments: . MFS Money Market Fund - Seeks a high level of current income as is consistent with preservation of capital and liquidity. The fund invests at least 80% of its assets in U. S. government securities, repurchase agreements, certificates of deposit, commercial paper or other short-term obligations. The fund may also invest 20% of its total assets in U. S. dollar-denominated securities of foreign issuers. Vesting The participants' voluntary 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: Vesting Years of Service Percentage ------------------------------ ---------------- Less than 3 years 0% 3 years, but less than 4 20% 4 years, but less than 5 40% 5 years, but less than 6 60% 6 years, but less than 7 80% 7 years or more 100% Participants will vest 100% upon attainment of age 65, or in the event of death or disability while in the employment of the Company. 6 AZTEC MANUFACTURING CO. EMPLOYEE BENEFIT PLAN & TRUST NOTES TO FINANCIAL STATEMENTS (continued) A. Description of the Plan - continued Participant Withdrawals On termination of service, if the participant's vested benefits are less than $5,000, the benefit is payable in a lump sum. If the vested benefit is greater than $5,000, 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 his accrued benefit if the participant has participated in the Plan at least five years and is 100% vested. B. Summary of Significant Accounting Policies The financial statements of the Plan are presented on the accrual basis of accounting. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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 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 MFS Fund Distributors, Inc. and Frost National Bank at February 29, 2000 and February 28, 1999, respectively, under separate trust agreements. The Plan's investments are generally subject to market or credit risks customarily associated with debt and equity investments. Contributions Contributions from the participants and the employer 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. 7 AZTEC MANUFACTURING CO. 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. C. Investments Individual investments that represent 5% or more of the fair value of net assets available for benefits at the financial statement date for 2000 and 1999 are as follows:

2000 1999 ------------ ------------ MFS Bond Fund A $2,469,483 $ - Massachusetts Investors Trust Fund A 1,142,129 - MFS Capital Opportunities Fund A 870,359 - MFS Global Equity Fund A 1,242,361 - AZZ incorporated common stock 496,279 402,080 Goldman-Sachs Short-term Treasury Obligation Fund - 689,555 Euro Pacific Growth Fund - 797,343 Pimco Low Duration Fund - 2,039,170 Washington Mutual Investors - 1,093,977

D. Reconciliation of Financial Statements to Form 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

February 29, February 28, 2000 1999 ------------ ------------ Net assets available for benefits per the financial statements $7,306,987 $6,112,879 Amounts allocated to withdrawing participants - 10,460 ------------ ------------ Net assets available for benefits per the Form 5500 $7,306,987 $6,102,419 ============ ============

8 AZTEC MANUFACTURING CO. EMPLOYEE BENEFIT PLAN & TRUST NOTES TO FINANCIAL STATEMENTS (continued) D. Reconciliation of Financial Statements to Form 5500 - continued The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:

February 29, February 28, 2000 1999 ------------ ------------ Benefits paid to participants per the financial statements $856,828 $605,397 Amounts allocated to withdrawing participants - 10,460 Prior year allocations to withdrawing participants reported as payments on the current year financial statements (10,460) - ------------ ------------ Benefits paid to participants per the Form 5500 $846,368 $615,857 ============ ============

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. E. 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. F. Income Tax Status The Plan has received a determination letter from the Internal Revenue Service dated August 24, 1994, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code), and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan sponsor, on December 1, 1999, adopted the MFS Fund Distributors, Inc. Non-Standardized 401(k) Profit Sharing Plan and Trust and is in the process of filing for a determination letter. 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. 9 AZTEC MANUFACTURING CO. EMPLOYEE BENEFIT PLAN & TRUST SUPPLEMENTAL SCHEDULES AZTEC MANUFACTURING CO. EMPLOYEE BENEFIT PLAN & TRUST FORM 5500, SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES February 29, 2000 Plan: 001 EIN: 75-0948250

(d) (e) (b) (c) Shares or Fair (a) Identity of Issue Description of Investments Units Value -------- ----------------------- ---------------------------------------- ------------ ------------- * MFS MFS Bond Fund A 203,250 $ 2,469,483 * MFS Massachusetts Investors Trust Fund A 58,601 1,142,129 * MFS MFS Total Return Fund A 235 3,050 * MFS MFS Capital Opportunities Fund A 37,435 870,359 * MFS MFS Global Equity Fund A 53,229 1,242,361 * AZZ incorporated AZZ incorporated common stock 45,952 496,279 * MFS MFS Money Market Fund 4,184 4,184 ------------- $ 6,227,845 =============

11 AZTEC MANUFACTURING CO. EMPLOYEE BENEFIT PLAN & TRUST FORM 5500, SCHEDULE H, LINE 4j - SCHEDULE OF REPORTABLE TRANSACTIONS Year Ended February 29, 2000 Plan: 001 EIN: 75-0948250

(h) Current Value of Asset on (i) Net (a) Identity of (c) Purchase (d) Selling (g) Cost of Transaction Gain or Party Involved (b) Description of Asset Price Price Asset Date (Loss) ==================================================================================================================================== Category (i) - Individual transactions in excess of 5% of Plan assets. --------------------------------------------------------------------- Goldman-Sachs Short-term Treasury Obligation Fund $ - $ 596,508 $ 596,508 $ 596,508 $ - Euro Pacific Growth Fund - 920,766 724,853 920,766 195,913 Parkstone Small Cap A - 348,293 456,160 348,293 (107,867) Pimco Low Duration Fund - 2,061,405 2,093,392 2,061,405 (31,987) Washington Mutual Investors - 1,189,054 648,397 1,189,054 540,657 *MFS MFS Bond Fund A 2,635,990 - 2,635,990 2,635,990 - *MFS MFS Bond Fund A - 347,067 344,620 347,067 2,447 *MFS Massachusetts Investors Trust Fund A 1,054,395 - 1,054,395 1,054,395 - *MFS MFS Capital Opportunities Fund A 527,198 - 527,198 527,198 - *MFS MFS Global Equity Fund A 1,054,396 - 1,054,396 1,054,396 - Category (iii) - Series of securities transactions in excess of 5% of Plan assets --------------------------------------------------------------------------------- Euro Pacific Growth Fund $ 7,018 $ - $ 7,018 $ 7,018 $ - Euro Pacific Growth Fund - 920,766 724,853 920,766 195,913 Pimco Low Duration Fund 53,307 - 53,307 53,307 - Pimco Low Duration Fund - 2,061,405 2,093,392 2,061,405 (31,987) Washington Mutual Investors 9,862 - 9,862 9,862 - Washington Mutual Investors - 1,189,054 648,397 1,189,054 540,657 Short Term Prime Portfolio-I 11,891,999 - 11,891,999 11,891,999 - Short Term Prime Portfolio-I - 11,891,999 11,891,999 11,891,999 - *MFS MFS Bond Fund A 2,651,368 - 2,651,368 2,651,368 - *MFS MFS Bond Fund A - 347,067 344,620 347,067 2,447

There was no category (ii) or (iv) reportable transactions during the year ended February 29, 2000. *Indicates a party-in-interest to the Plan Columns (e) and (f) are not applicable. 12