SecProbe.io

CORRESP
1
filename1.htm

    secresponsemarch2009.htm

      March 25,
2009

      Securities
and Exchange Commission

      100 F
Street

      Washington,
D.C.   20549-6010

      Attn:  Larry
Spirgel

      RE:         AZZ
incorporated

      File No. 001-12777

      Form 10-K for the Year Ended February
27, 2008

      Filed August 28, 2008 and

      Forms 10-Q for the Quarters Ended
November 30, 2008

      Filed January 9, 2009

      On behalf
of AZZ incorporated (the “Company” or “AZZ”), set forth below is its response to
the comment letter dated March 20, 2009 of the Staff of the Securities and
Exchange Commission concerning the Company’s February 27, 2008 Form 10-K and
Form 10-Q for the period ended November 30, 2008.

      AZZ
incorporated has the following responses to the comment letter received from the
Staff.

      Form 10-K for the fiscal
year ended February 27, 2008

      Item 7. Management
Discussion and Analysis of Financial Condition and Results of Operations

      Liquidity and Capital
Resources, page 16

                1.

                We
      note that you disclose the required ratios for your material debt
      covenants.  In this regard, please disclose and explain the
      actual ratios as of each reporting date.  This will allow
      readers to understand how much cushion there is between the required
      ratios and the actual ratios.

      RESPONSE:
Our discussion of the required ratios contained in our credit agreement at
February 29, 2008 was provided to allow the reader to compare and evaluate the
differences between the requirements contained in our existing credit agreement
and the new credit agreements into which we subsequently entered, also discussed
in this section.  We have disclosed on page 18 a comparison of certain
ratios computed at the end of the last two fiscal years.  While these
ratios are not the same ratios contained in the credit agreement we believe that
we have complied with the requirements of Item 303(a) of Regulation S-K and with
the Commission’s Interpretive Guidance contained in FRC Section
501.    There is no specific requirement in the guidance to
disclose actual ratios related to complying with debt covenants unless there
are, or are reasonably likely to be, a breach of such covenants.  At
February 29, 2008 and February 28, 2007 and as of the date of this letter we are
in compliance with our debt

      covenants,
including all required ratios.  If, at any time in the future, we are,
or are reasonably likely to be, in breach of such covenants we will expand our
discussion and analysis of material debt covenants and disclose material
information about the breach and analyze the impact on the Company following the
interpretative guidance in FRC Section 501

                2.

                We
      note that you issued $100 million aggregate principal amount of 6.24%
      unsecured Senior Notes on March 31, 2008. Please tell us whether the Notes
      agreement contains covenants that restrict your ability to incur
      additional debt, lien and contingent liabilities, and if so, discuss how
      these restrictions impact your ability to undertake additional debt or
      equity financing.  Disclose your alternate sources of funding
      and, to the extent materials, the consequences of accessing
      them.  Refer to FRC 501.13c for additional
    guidance.

      RESPONSE:
On March 31, 2008, we entered into a Note Purchase Agreement as disclosed on
page 17 in Item 7 of our Form 10-K.  The Note Purchase Agreement
contains a restriction that places limitations on our ability to directly or
indirectly create, incur, assume or permit to exist any lien on or with respect
to any property or asset of the Company except those permitted under the
agreement.    It should be noted that this language mirrors
the same language contained in our Second Amended and Restated Credit Agreement
with our revolving line of credit lender, Bank of America, N. A. Should we need
to undertake additional debt financing we will be required to seek an amendment
to these agreements. We have had similar restrictions in past debt agreements
and our experience has been that a reasonable request for amendment is granted
as evidenced by our disclosure on page 18 of the Second Amendment to our
existing agreement with Bank of America and certain other
lenders.  The Note Purchase Agreement does not restrict our ability to
raise equity financing. We considered the interpretative guidance in FRC Section
501.13c and concluded that this restriction was not reasonably likely to limit
our ability to undertake additional financing to a material
extent.  We agree that, if we determine that this limitation will
limit, or is reasonably likely to limit, our ability to undertake additional
financing to a material extent we will fully discuss the limitation and the
consequences of the limitation to the Company’s financial condition and
operating performance as well as disclose alternate sources of funding and the
costs of assessing them in future filings.

          1

      Accruals for Contingent
Liabilities, page 20

                3.

                With
      respect to your contingent liabilities and compliance costs regarding air
      emissions, stormwater runoff and the generation, handling, storage,
      transportation, treatment, and disposal of waste materials, Staff
      Accounting Bulletin 5:Y was issued to provide our interpretation of
      current accounting literature and disclosure requirements and serve as
      interpretation of current accounting literature and disclosure
      requirements and serve as guidance for public companies in their
      disclosures regarding contingent liabilities.  In that SAB, we
      clearly state that we believe that environmentalliabilities
      typically are of such significance that detailed disclosures regarding
      judgments and assumptions underlying the recognition and measurement of
      the liabilities are necessary to prevent the financial statement from
      being unclear and to inform readers fully regarding the range of
      reasonably possible outcomes that could have a material effect on a
      registrant's financial condition, results of operations, or
      liquidity.  Please explain to us your judgment and assumptions
      in the recognition and measurement of your environmental contingent
      liabilities.

      RESPONSE:
We record accruals for contingent liabilities, including environmental matters,
when it is probable that a liability has been incurred or an asset impaired and
the amount of the loss can be reasonably estimated as required by AICPA
Statement of Position 96-1, Environmental Remediation
Liabilities.  As of February 27, 2008 and to the date of this
letter we have no material amounts of loss contingencies that meet the
recognition and measurement requirements of SOP 96-1.  We are familiar
with Staff Accounting Bulletin Topic 5.Y and its interpretation of the current
accounting literature and disclosure requirements.  Each reporting
period we evaluate potential loss contingencies.  If a material loss
contingency is required to be recorded we will fully disclose the judgments and
assumptions underlying the recognition and measurement of the amounts accrued
and we will disclose fully the range of reasonably possible outcomes that could
have a material effect on our financial condition, results of operations, or
liquidity.

      We
acknowledge that the Company is responsible for the adequacy and accuracy of the
disclosure in our filing. We acknowledge that the Staff’s comments or changes to
disclosure in response to the Staff’s comments do not foreclose the Commission
from taking any action with respect to the filing. We also acknowledge that 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.

      /s/ Dana
Perry

      Dana
Perry

      Senior
Vice President, Finance

      And Chief
Financial Officer

      2