SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): AUGUST 31, 1999 --------------- AZTEC MANUFACTURING CO. ----------------------- (Exact name of Registrant as specified in its charter) TEXAS 0-2733 75-0948250 ----- ------ ---------- (State or other Commission File No. (I.R.S. Employer jurisdiction of Identification Number) incorporation or organization) 400 NORTH TARRANT CROWLEY, TEXAS 76036 ---------------------- (Address of principal executive offices, including zip code) Registrant's Telephone Number, including Area Code: (817) 297-4361 The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Current Report on Form 8-K dated September 13, 1999. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial statements of business acquired. On August 31, 1999, Aztec Manufacturing Co., (the "Company") and certain of its subsidiaries completed the acquisition (the "Acquisition") of certain assets of Compressed Gas Insulated Transmission A Division of ABB Power T& D Company, Inc. ("CGIT") pursuant to an Asset Purchase Agreement, dated August 31, 1999. Such assets constitute substantially all of the assets formerly used by CGIT in connection with its business of manufacturing compressed gas insulated transmission bus duct. The financial statements required to be filed by Item 7 (a) of Form 8-K are filed herewith as Exhibit 99.1. (b) Pro forma financial information. The pro forma financial information required to be filed by Item 7 (b) of Form 8-K is filed herewith as Exhibit 99.2. (c) Exhibits: Exhibit Number Exhibit ------ ------- 23 Consent of Ernst & Young LLP 99.1 Financial Statements of CGIT as of the eight months ended August 31, 1999 and 1998 (unaudited), and for the year ended December 31, 1998 with Report of Independent Auditors. 99.2 Unaudited Pro Forma Combined Condensed Balance Sheet of the Company and CGIT as of August 31, 1999; and Unaudited Pro Forma Combined Condensed Statements of Operations of the Company and CGIT for the six months ended August 31, 1999 and for the year ended February 28, 1999. 1 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. AZTEC MANUFACTURING CO. DATE: 11/15/99 By: /s/ Dana Perry -------- ------------------------------------- Dana Perry Vice President Finance Chief Financial Officer 2 INDEX TO EXHIBITS ----------------- EXHIBIT NUMBER EXHIBIT - ----------- ------- 23 Consent of Ernst & Young LLP. 99.1 Financial Statements of CGIT as of the eight months ended August 31, 1999 and 1998 (unaudited), and for the year ended December 31, 1998 with Report of Independent Auditors. 99.2 Unaudited Pro Forma Combined Condensed Balance Sheet of the Company and CGIT as of August 31, 1999; and Unaudited Pro Forma Combined Condensed Statements of Operations of the Company and CGIT for the six months ended August 31, 1999 and the year ended February 28, 1999. 3