This Amendment No. 2 to Schedule 13D supplements and amends the Statement on Schedule 13D filed on June 24, 2010 by AZZ incorporated, a Texas corporation, and the Reporting Persons (as defined below), with respect to the common stock, par value $0.10 (the “Common Stock”) of North American Galvanizing & Coatings, Inc. (the “Issuer”).

Unless otherwise indicated, each capitalized term used by not otherwise defined herein shall have the meaning assigned to such term in the Statement on Schedule 13D filed on June 24, 2010.

Responses to each item of this Amendment No. 2 to Schedule 13D are incorporated by reference into the response to each other item, as applicable.

Item 3 is hereby deleted in its entirety and restated as follows:

As more fully described in Item 4 hereof, AZZ, Big Kettle and NGA entered into an Agreement and Plan of Merger, dated as of March 31, 2010 (the “Merger Agreement”), a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference. Pursuant to the Merger Agreement, on May 7, 2010, Big Kettle commenced a cash tender offer (the “Offer”) for all outstanding Shares of NGA at a price of $7.50 per Share, net to the seller in cash, without interest and subject to any required withholding taxes (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 7, 2010 (the “Offer to Purchase”), incorporated by reference from Exhibit (a)(1)(A) of the Tender Offer Statement on Schedule TO filed by AZZ and Big Kettle with the Securities and Exchange Commission (the “Commission”) on May 7, 2010, as amended from time to time.

The Offer expired at 5:00 p.m., Central Daylight Saving Time, on June 14, 2010. Based on the information provided by the depositary, a total of approximately 12,962,287 Shares were validly tendered and not withdrawn. The Shares tendered in the Offer, together with the Shares purchased by Big Kettle on June 25, 2010 (as described below), represent approximately 84% of NGA’s issued and outstanding Shares. All Shares that were validly tendered in the Offer and not withdrawn were accepted for payment on June 14, 2010. Big Kettle promptly paid for such Shares at the Offer Price.

Effective as of June 25, 2010, Big Kettle exercised its option to purchase certain Shares under the Stockholders Agreement (as defined below under Item 5). The exercise of this option resulted in Big Kettle acquiring ownership of an additional approximately 982,605 Shares, consisting of Shares that constituted restricted stock and Shares that were held subject to NGA’s Director Stock Unit Program. The Stockholders Agreement also provided Big Kettle with an option to purchase the Shares underlying the options to purchase Shares (“Options”) held by the parties to the Stockholders Agreement. On June 25, 2010, Big Kettle caused a cash payment to be made to these persons in an amount equal to the difference between the per Share exercise price of these Options and $7.50 times the number of Shares subject to these Options, but (to minimize administrative expense given the certainty of the consummation of the Merger (as defined below in Item 4)) Big Kettle waived its right to have NGA issue the Shares underlying these Options to Big Kettle. In an effort to minimize administrative expense, Big Kettle authorized and directed NGA to directly pay this purchase price with respect to such exchange.

In addition, Big Kettle provided any holders of Shares constituting restricted stock who were not parties to the Stockholders Agreement with an opportunity to exchange such Shares directly for the Merger Consideration (through execution of a stock power for the benefit of Big Kettle). Such holders were not required to exchange such Shares in this manner and had the opportunity to elect to either so exchange such Shares or to exchange such Shares for the Offer Price following the Merger. Effective as of June 25, 2010, approximately 167,999 Shares were exchanged in this manner. In an effort to minimize administrative expense, Big Kettle authorized and directed NGA to directly pay the purchase price with respect to such exchange.

The Reporting Persons estimate that the total cost to consummate the Offer and effect the purchase of Shares described above was approximately $105.8 million, which value does not include the acquisition of Shares that will be cancelled and exchanged for the Offer Price in the Merger. AZZ and Arbor-Crowley provided Big Kettle with sufficient funds to satisfy these obligations, using funds from AZZ’s available working capital and its existing credit facility with Bank of America, N.A. In addition, in an effort to minimize administrative expense (e.g., the cost