AZZ INC — Major Shareholding Notification 1998

Aug 20, 1998

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 AZTEC MANUFACTURING CO. ----------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value ------------------------------------------ (Title of Class of Securities) 054825104 --------------------- (CUSIP Number) August 10, 1998 ------------------------------------ (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X ] Rule 13d-1(c) [ ] Rule 13d-1(d) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Continued on following page(s) Page 1 of 8 Pages Exhibit Index: Page 7 SCHEDULE 13G CUSIP No. 054825104 Page 2 of 8 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person CAXTON INTERNATIONAL LIMITED 2 Check the Appropriate Box If a Member of a Group a. [] b. [] 3 SEC Use Only 4 Citizenship or Place of Organization BRITISH VIRGIN ISLANDS 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 335,000 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 335,000 9 Aggregate Amount Beneficially Owned by Each Reporting Person 335,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares [_] 11 Percent of Class Represented By Amount in Row (9) 5.7% 12 Type of Reporting Person CO SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 054825104 Page 3 of 8 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person BRUCE S. KOVNER 2 Check the Appropriate Box If a Member of a Group a. [] b. [] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 335,000 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 335,000 9 Aggregate Amount Beneficially Owned by Each Reporting Person 335,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares [_] 11 Percent of Class Represented By Amount in Row (9) 5.7% 12 Type of Reporting Person IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 8 Pages Item 1(a) Name of Issuer: Aztec Manufacturing Co. Item 1(b) Address of the Issuer's Principal Executive Offices: 400 N. Tarrant Road P.O. Box 668 Crowley, Texas 76036 Item 2(a) Name of Person Filing: (i) Caxton International Limited ("Caxton International") (ii) Mr. Bruce S. Kovner. Mr. Kovner is the Chairman and sole shareholder of Caxton Corporation. Caxton Corporation is the Manager and majority owner of Caxton Associates, L.L.C. Caxton Associates, L.L.C. is the trading advisor to Caxton International and, as such, has voting and dispositive power with respect to the investments made by Caxton International. As a result of the foregoing, Mr. Kovner may be deemed beneficially to own the securities of the Issuer owned by Caxton International. Item 2(b) Address of Principal Business Office or, if None, Residence: (i) The address of Caxton International is c/o its Manager, Leeds Management Services Ltd., 129 Front Street, Hamilton HM12, Bermuda. (ii) The business address of Mr. Kovner is 667 Madison Avenue, New York, NY 10021. Item 2(c) Citizenship: (i) Caxton International is a British Virgin Islands Corporation. (ii) Mr. Kovner is a United States citizen. Item 2(d) Title of Class of Securities: Common Stock, $0.01 par value. Item 2(e) CUSIP Number: 054825104 Item 3. If this statement is filed pursuant to Sec. 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable. Page 5 of 8 Pages Item 4. Ownership: (a) Amount beneficially owned: The amount of shares of Common Stock beneficially owned by Caxton International is 335,000. Mr. Kovner may be deemed to beneficially own the shares owned by Caxton International (See Response to Item 2(a)(ii).) (b) Percent of Class: Caxton International beneficially owns 5.7% of the Class of Common Stock. (c) Number of shares as to which Caxton International has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 335,000 (iii) Sole power to dispose or to direct the disposition: 0 (iv) Shared power to dispose or to direct the disposition of: 335,000 Number of shares as to which Mr. Kovner has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 335,000 (iii) Sole power to dispose or to direct the disposition: 0 (iv) Shared power to dispose or to direct the disposition of: 335,000 Item 5. Ownership of Five Percent or Less of a Class: Not Applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Not Applicable. Item 8. Identification and Classification of Members of the Group: Not Applicable. Item 9. Notice of Dissolution of Group: Not Applicable. Item 10. Certification: By signing below, each of the reporting persons hereby certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not being held for the purpose of or with the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 6 of 8 Pages SIGNATURES After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: August 20, 1998 CAXTON INTERNATIONAL LIMITED By: /S/ MAXWELL QUIN --------------------------------------- Name: Maxwell Quin Title: Secretary By: /S/ NITIN AGGARWAL --------------------------------------- Name: Nitin Aggarwal Title: President /S/ BRUCE S. KOVNER -------------------------------------------- Bruce S. Kovner Page 7 of 8 Pages EXHIBIT INDEX Page No. -------- Exhibit I Joint Acquisition Statement.................................8