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): January 7, 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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University
Centre 1, Suite 200
1300
South University Drive
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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None
(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
3—Securities and Trading Markets
Item
3.03 Material Modification to Rights of Security
Holders.
On
January 7, 2009, the Rights Agreement dated, January 7, 1999 between AZZ
incorporated (the “Company”) and Harris Trust and Savings Bank, as Rights Agent,
expired by its own terms. The Board of Directors of the Company determined not
to extend the term of the Rights Agreement. Accordingly, as of January 7, 2009,
the Company does not have a “poison pill” or shareholder rights
plan.
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: 1/19/2009
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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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