SEC Comment Letter for AZZ INC (AZZ) (CIK 0000008947) (AZZ) — Feb 8, 2007
AZZ INC (AZZ) (CIK 0000008947)
Date: Feb. 8, 2007 · CIK: 0000008947 · Accession: 0000000000-07-006969
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-12777
Referenced dates: January 11, 2006
Letter
February 8, 2007 VIA U.S. MAIL AND FACSIMILE (817) 336-5354 Dana Perry AZZ incorporated Suite 200 1300 South University Drive Fort Worth, TX 76107
Re: AZZ incorporated Form 10-K for the fiscal year ended February 28, 2006 Filed May 12, 2006 Form 10-Q for the fiscal quarter ended November 30, 2006 File No. 001-12777
Dear Mr. Perry:
We have reviewed your response dated January 23, 2007 and related filings and have the following comments. Where in dicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inappl icable or a revision is unnecessary. Please be as detailed as necessary in your explanat ion. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Mr. Perry AZZ incorporated February 8, 2007 Page 2 Form 10-Q for the quarterly period ended November 30, 2006 Note 9. Asset Acquisition, page 10 1. We note your response to prior comment 7 in our letter dated January 11, 2006 that the acquisition of Witt Industries’ ga lvanizing division was not material to require disclosure of paragraphs 51-55 of SFAS 141. We see that the purchase price represented 10% of your assets and the acquired plants are expected to generate $15 million in annual revenues. Please clarify why you believe that the acquisition is not material and why the disclosures of paragraphs 51-55 of SFAS 141 would not be useful to investors.
As appropriate, please respond to these co mments within 10 business days or tell us when you will provide us with a response. Please furnish a cover letter with your response that keys your responses to our comments and provides any requested information. Detailed cover le tters greatly facilitate our re view. Please understand that we may have additional comments after re viewing your responses to our comments.
We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing.
Mr. Perry AZZ incorporated February 8, 2007 Page 3 You may contact Kristin Lochhead at (202) 551-364 or me at (202) 551-3676 if you have questions regarding our comments. In this regard, please do not hesitate to contact Martin James, Senior Assistant Ch ief Accountant, at (202) 551-3671 with any other questions.
Sincerely,
Brian Cascio
Accounting Branch Chief
Show Raw Text
Mail Stop 6010
February 8, 2007
VIA U.S. MAIL AND FACSIMILE (817) 336-5354
Dana Perry
AZZ incorporated
Suite 200
1300 South University Drive
Fort Worth, TX 76107
Re: AZZ incorporated
Form 10-K for the fiscal year ended February 28, 2006
Filed May 12, 2006
Form 10-Q for the fiscal quarter ended November 30, 2006
File No. 001-12777
Dear Mr. Perry:
We have reviewed your response dated January 23, 2007 and related filings and
have the following comments. Where in dicated, we think you should revise your
document in response to these comments. If you disagree, we will consider your
explanation as to why our comment is inappl icable or a revision is unnecessary. Please
be as detailed as necessary in your explanat ion. In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Mr. Perry
AZZ incorporated
February 8, 2007 Page 2
Form 10-Q for the quarterly period ended November 30, 2006
Note 9. Asset Acquisition, page 10
1. We note your response to prior comment 7 in our letter dated January 11, 2006
that the acquisition of Witt Industries’ ga lvanizing division was not material to
require disclosure of paragraphs 51-55 of SFAS 141. We see that the purchase
price represented 10% of your assets and the acquired plants are expected to
generate $15 million in annual revenues. Please clarify why you believe that the acquisition is not material and why the disclosures of paragraphs 51-55 of SFAS 141 would not be useful to investors.
As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response. Please furnish a cover letter with your
response that keys your responses to our comments and provides any requested
information. Detailed cover le tters greatly facilitate our re view. Please understand that
we may have additional comments after re viewing your responses to our comments.
We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
Mr. Perry
AZZ incorporated
February 8, 2007 Page 3
You may contact Kristin Lochhead at (202) 551-364 or me at (202) 551-3676 if you have questions regarding our comments. In this regard, please do not hesitate to
contact Martin James, Senior Assistant Ch ief Accountant, at (202) 551-3671 with any
other questions.
Sincerely,
Brian Cascio
Accounting Branch Chief