FORM
8-K
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
S.C. 20549
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 2, 2009
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
West 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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University
Centre 1, Suite 200
1300
South University Drive
Fort Worth, TX 76107
(Former
name or former address, if changed since last report)
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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
5 – Corporate Governance and Management
Item
5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
On April
2, 2009, the Board of Directors of AZZ incorporated, a Texas corporation (the
“Company”) adopted Amended and Restated Bylaws (the “Restated Bylaws”), amending
Sections 2.08 and 3.08 of the Company’s existing Bylaws, effective on April 2,
2009. These amendments revised the requirements that shareholders
must meet in order to bring proposals before the Company’s annual or special
meetings of shareholders.
The
summary above is qualified in its entirety by the Restated Bylaws filed herewith
as Exhibit 3.1 to this report and incorporated herein by reference.
Section
9 – Financial Statements and Exhibits
Item
9.01. Financial Statements and
Exhibits.
(c) Exhibits. The following
exhibits are filed as part of this report.
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Exhibit
No.
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Description
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3.1
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Amended
and Restated Bylaws of AZZ incorporated (as adopted April 2,
2009)
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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: 4/2/2009
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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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