<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<TABLE>
<S> <C>
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
</TABLE>
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.
<PAGE>
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
<PAGE>
AZTEC MANUFACTURING CO. EMPLOYEE BENEFIT PLAN & TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
February 29, February 28,
2000 1999
----------------- ----------------
<S> <C> <C>
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
================= ================
</TABLE>
2
<PAGE>
AZTEC MANUFACTURING CO. EMPLOYEE BENEFIT PLAN & TRUST
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
Year ended Year ended
February 29, February 28,
2000 1999
------------------ ------------------
<S> <C> <C>
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
================== ==================
</TABLE>
3
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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:
<TABLE>
<CAPTION>
2000 1999
------------ ------------
<S> <C> <C>
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
</TABLE>
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:
<TABLE>
<CAPTION>
February 29, February 28,
2000 1999
------------ ------------
<S> <C> <C>
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
============ ============
</TABLE>
8
<PAGE>
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:
<TABLE>
<CAPTION>
February 29, February 28,
2000 1999
------------ ------------
<S> <C> <C>
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
============ ============
</TABLE>
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
<PAGE>
AZTEC MANUFACTURING CO. EMPLOYEE BENEFIT PLAN & TRUST
SUPPLEMENTAL
SCHEDULES
<PAGE>
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
<TABLE>
<CAPTION>
(d) (e)
(b) (c) Shares or Fair
(a) Identity of Issue Description of Investments Units Value
-------- ----------------------- ---------------------------------------- ------------ -------------
<S> <C> <C> <C> <C>
* 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
=============
</TABLE>
11
<PAGE>
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
<TABLE>
<CAPTION>
(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.
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
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
