8-K 1 h82473e8-k.txt QUANEX CORPORATION - DATED NOVEMBER 30, 2000 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) November 30, 2000 QUANEX CORPORATION ---------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 1-5725 38-1872178 ------------------------------- ---------------------- ------------------- (State or other jurisdiction of Commission File Number (I.R.S. Employer incorporation or organization) Identification No.) 1900 West Loop South, Suite 1500, Houston, Texas 77027 ------------------------------------------------------ (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (713) 961-4600 No Change -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 Item 2 - Acquisition or Disposition of Assets On November 30, 2000, pursuant to Acquisition Agreement and Plan of Merger ("Agreement") dated October 23, 2000, between Quanex Corporation ("Parent" or "Company"), Quanex Five, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Sub"), and Temroc Metals, Inc., a Minnesota corporation ("Temroc"), the Company completed the merger between Sub and Temroc, whereby Temroc, as a surviving corporation, became a wholly owned subsidiary of the Company. Pursuant to the Agreement, the Company paid approximately $21 million in cash for all the Class A and Class B stock of Temroc outstanding on the date of the merger. Temroc has production facilities in Hammel, Minnesota, where it manufactures customized aluminum extrusions and fabricated metal products for recreational vehicles, architectural products, electronics and other markets. Temroc had net sales of $26.5 million and $25.9 million, respectively, for the years ended December 31, 1999 and 1998. It's net sales for the ten-month period ended October 31, 2000, were $23.8 million. Temroc will become part of the Company's Engineered Products Group and will continue to operate as a manufacturer of aluminum extrusions and fabricated metal products. The purchase price will be allocated to the assets and liabilities of Temroc based on their estimated fair values. The Company anticipates that the purchase price and associated acquisition expenses will exceed the fair value of Temroc's net assets, with the excess to be recorded as goodwill. To finance the acquisition, the Company borrowed against its existing $250 million unsecured revolving credit and term loan facility with a group of six banks. Item 7 - Financial Statements and Exhibits Exhibits: Exhibit 2.1 Acquisition Agreement and Plan of Merger, dated October 23 2000, between Quanex Corporation ("Company"), Quanex Five, Inc., a Delaware corporation and wholly owned subsidiary of the Company, and Temroc Metals, Inc., a Minnesota corporation. Exhibit 3.1 First Amendment to Agreement and Plan of Merger. Exhibit 99 Press Release dated November 30, 2000, announcing the completion of the purchase of Temroc Metals, Inc. 3 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. QUANEX CORPORATION ------------------------------------------ Registrant Date: December 8, 2000 /s/ Terry M. Murphy ---------------- ------------------------------------------ Terry M. Murphy Vice President and Chief Financial Officer 4 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------- ----------- 2.1 Acquisition Agreement and Plan of Merger, dated October 23, 2000, between Quanex Corporation ("Company"), Quanex Five, Inc., a Delaware corporation and wholly owned subsidiary of the Company, and Temroc Metals, Inc., a Minnesota corporation. 3.1 First Amendment to Agreement and Plan of Merger. 99 Press Release dated November 30, 2000, announcing the completion of the purchase of Temroc Metals, Inc.