SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

AZZ INC

(Last)

(First)

(Middle)

ONE MUSEUM PLACE, SUITE 500

3100 WEST 7TH STREET

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NORTH AMERICAN GALVANIZING & COATINGS INC [ NGA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		SUBJECT COMPANY

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/01/2010

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK⁽¹⁾	06/25/2010		P		167,999	A	$7.5	14,112,891⁽⁴⁾	I	CORPORATE STRUCTURE⁽²⁾
COMMON STOCK⁽³⁾	06/25/2010		X		982,605⁽⁴⁾	A	$7.5	14,112,891⁽⁴⁾	I	CORPORATE STRUCTURE⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
STOCK OPTION (RIGHT TO BUY)	$7.5	06/25/2010		X			1	06/14/2010	06/30/2010	COMMON STOCK⁽³⁾	982,605⁽⁴⁾	$0	0	I	CORPORATE STRUCTURE⁽⁵⁾

Explanation of Responses:

1. These shares were purchased through private transactions with individuals that held shares of common stock that constituted restricted shares that vested on June 14, 2010.

2. These shares were purchased and are owned directly by Big Kettle Merger Sub, Inc., which is a wholly owned subsidiary of Arbor-Crowley, Inc., which is a wholly owned subsidiary of AZZ incorporated. Arbor-Crowley, Inc. and AZZ incorporated are indirect beneficial owners of the reported shares.

3. These shares include 326,829 shares of common stock that constituted restricted shares that vested on June 14, 2010 and 655,776 shares of common stock that were held in trust under the North American Galvanizing & Coatings, Inc. Director Stock Unit Program until June 14, 2010, in each case which Big Kettle Merger Sub, Inc. exercised its option to purchase pursuant to the Stockholders Agreement, dated as of March 31, 2010, by and among AZZ incorporated, Big Kettle Merger Sub, Inc. and certain stockholders of North American Galvanizing & Coatings, Inc.

4. This report is filed to correct boxes 4 and 5 on Table 1, box 7 on Table 2 and information contained in footnote 3.

5. The option to purchase these shares was held, and the shares acquired upon exercise of the option are beneficially owned, directly by Big Kettle Merger Sub, Inc., which is a wholly owned subsidiary of Arbor-Crowley, Inc., which is a wholly owned subsidiary of AZZ incorporated. Arbor-Crowley, Inc. and AZZ incorporated are indirect beneficial owners of the reported shares.

Remarks:

	DANA PERRY	07/06/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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