-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cms7/u/g7qNsj78T8dyChYGfGyxBtSLVFLRdHQuRmtJ6HzDLyvZx8kaBP5o+XfBu 0UsBTpaB/kVg+oC30I4BVg== 0000950129-02-003367.txt : 20020628 0000950129-02-003367.hdr.sgml : 20020628 20020628172447 ACCESSION NUMBER: 0000950129-02-003367 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUANEX CORP CENTRAL INDEX KEY: 0000276889 STANDARD INDUSTRIAL CLASSIFICATION: ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS [3350] IRS NUMBER: 381872178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05725 FILM NUMBER: 02692269 BUSINESS ADDRESS: STREET 1: 1900 W LOOP S STE 1500 STREET 2: ATTN THOMAS M BEWLEY CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 7139614600 MAIL ADDRESS: STREET 1: 1900 WEST LOOP SOUTH STREET 2: SUITE 1500 CITY: HOUSTON STATE: TX ZIP: 77027 11-K 1 h98071be11vk.txt QUANEX CORPORATION - FISCAL YEAR DECEMBER 31, 2001 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2001 Commission File Number 1-5725 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Quanex Corporation Employee Saving Plan B. Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office: Quanex Corporation 1900 West Loop South, Suite 1500 Houston, TX 77027 INDEPENDENT AUDITORS' REPORT The Benefits Committee Quanex Corporation Houston, Texas Re: Quanex Corporation Employee Savings Plan We have audited the accompanying statements of net assets available for benefits of the Quanex Corporation Employee Savings Plan ("the Plan") as of December 31, 2001 and 2000, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2001 and 2000, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedule of investments as of December 31, 2001 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. This supplemental schedule has been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/ DELOITTE & TOUCHE, LLP - -------------------------- DELOITTE & TOUCHE, LLP Houston, Texas June 19, 2002 QUANEX CORPORATION EMPLOYEE SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, --------------------------- 2001 2000 ------------ ------------ Assets: Investments at fair value (see Note C) $ 37,011,880 $ 40,794,168 Employee contributions receivable 288,047 339,121 Employer contributions receivable 77,855 93,358 ------------ ------------ 365,902 432,479 ------------ ------------ Net assets available for benefits $ 37,377,782 $ 41,226,647 ============ ============
See notes to financial statements. QUANEX CORPORATION EMPLOYEE SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, ---------------------------- 2001 2000 ------------ ------------ Investment income: Interest and dividends $ 961,189 $ 3,160,311 Net appreciation (depreciation) in fair value of investments (see Note C) (3,374,469) (5,320,468) ------------ ------------ (2,413,280) (2,160,157) ------------ ------------ Contributions: Employer (net of forfeitures) 550,667 593,448 Employee 2,260,223 2,633,821 ------------ ------------ 2,810,890 3,227,269 ------------ ------------ ------------ ------------ Total additions 397,610 1,067,112 ------------ ------------ Benefit payments 4,247,705 2,855,790 Administrative fees (see Note D) 132 512 ------------ ------------ Total deductions 4,247,837 2,856,302 ------------ ------------ Transfers between plans (see Note G) 1,362 (6,134,964) ------------ ------------ Increase (decrease) in net assets available for benefits (3,848,865) (7,924,154) Net assets available for benefits: Beginning of year 41,226,647 49,150,801 ------------ ------------ End of year $ 37,377,782 $ 41,226,647 ============ ============
See notes to financial statements. SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR EIN: 38-1872178; PN 012 QUANEX CORPORATION EMPLOYEE SAVINGS PLAN SUPPLEMENTAL SCHEDULE OF INVESTMENTS DECEMBER 31, 2001
Shares/ Current Par Value Cost Value ------------ ------------ ------------ * Fidelity Puritan Fund 263,756 $ 4,607,522 $ 4,660,576 * Fidelity Magellan Fund 79,851 7,865,440 8,322,032 * Fidelity Contrafund 84,832 4,233,875 3,628,266 * Fidelity Growth & Income Fund 99,241 3,661,668 3,709,632 * Fidelity Independence Fund 171,571 3,769,397 2,705,670 * Fidelity Overseas Fund 38,697 1,314,343 1,061,083 * Fidelity Balanced Fund 66,937 1,010,162 997,366 * Fidelity Blue Chip Fund 44,015 2,162,618 1,889,991 * Fidelity Asset Manager Fund 11,138 199,364 172,638 * Fidelity Low-Priced Stock Fund 39,786 1,010,962 1,090,923 * Fidelity Government Money Market Fund 5,079,805 5,079,805 5,079,805 Templeton Foreign Fund 57,011 575,346 527,356 Neuberger & Berman Partners Trust Fund 7,742 132,871 124,022 ------------ ------------ Total Mutual Fund Assets 35,623,373 33,969,360 * Quanex Corporation unitized common stock 126,090 1,282,482 1,669,436 * Fidelity Common/Commingled trust 1,373,084 1,373,084 1,373,084 ------------ ------------ Total Investments $ 38,278,939 $ 37,011,880 ============ ============
* Party-in-Interest QUANEX CORPORATION EMPLOYEE SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2001 AND 2000 A. DESCRIPTION OF THE PLAN The following brief description of the Quanex Corporation Employee Savings Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for more complete information. (1) General. The Plan became effective April 1, 1986, as amended and restated effective January 1, 1989, and is sponsored by Quanex Corporation (the "Company"). The Plan is a defined contribution plan that is subject to the Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan is a voluntary savings plan in which employees of the Company's MacSteel and Corporate office divisions, excluding those employees who are covered by a collective bargaining agreement, are eligible to participate after completing three months of active service. The assets of the Plan are held in trust by Fidelity Management Trust Company ("Fidelity" or the "Trustee"). The Benefits Committee (the "Committee"), appointed by the Board of Directors of the Company, serves as the Plan administrator. (2) Contributions. Beginning January 1, 2002, participants may elect to contribute up to 50% of their pre-tax or after-tax annual compensation (20% before January 1, 2002) limited to 50% of considered compensation (20% before January 1, 2002) as defined by the Plan agreement. The Company contributes 50% of the first 5% of compensation that a participant contributes to the Plan. (3) Participants Account. Each participant's account is credited with the participant's contribution; the Company's matching contribution, and an allocation of investment income, which is based on the participant's account balance as of the end of the period in which the income is earned. (4) Vesting. Participants are immediately vested in their voluntary contributions and the related earnings. Vesting in the employer's matching contributions for employees is 20% for more than one year of service graduating to 100% for five or more years. Upon death, retirement or total and permanent disability, the participant or beneficiary becomes immediately fully vested in the employer's contribution. In the event of termination, nonvested portions of employer's contributions are immediately forfeited by participants and utilized to reduce future employer matching contributions. (5) Payment of Benefits. Upon termination of service, the participant may elect to receive a lump-sum amount equal to the amount of vested benefits in his or her account. Terminated employees with an account balance of less than $5,000 will automatically receive a lump sum distribution. B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (1) Accounting Basis. The financial statements of the Plan are prepared on the accrual basis of accounting in accordance with generally accepted accounting principles. (2) Investment Valuation. The Plan recognizes net appreciation or depreciation in the fair value of its investments. Investments are reflected at fair value in the financial statements. Fair value of mutual fund assets is determined using a quoted net asset value. Fair value for Quanex Corporation common stock, which is listed on the New York Stock Exchange, is determined using the last recorded sales price. The recorded value of the common/commingled trust is at face value, which is fair value. (3) Use of Estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that the affect reported amounts of assets and liabilities and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from these estimates. (4) Administrative Expenses. The Company pays all administrative expenses, except for redemption fees imposed on certain Fidelity funds. (5) Payment of Benefits. Benefit payments are recorded when paid. C. INVESTMENTS The following are investments that represent 5 percent or more of the Plan's net assets.
December 31, 2001 December 31, 2000 Shares Amount Shares Amount ---------- ---------- ---------- ---------- Fidelity Puritan Fund 263,756 $4,660,576 251,715 $4,739,788 Fidelity Magellan Fund 79,851 8,322,032 78,579 9,374,536 Fidelity Contrafund 84,832 3,628,266 83,640 4,112,589 Fidelity Growth & Income Fund 99,241 3,709,632 108,116 4,551,692 Fidelity Independence Fund 171,571 2,705,670 130,799 2,878,876 Fidelity Blue Chip Fund 44,015 1,889,991 30,821 1,588,188 Fidelity Government Money Market Fund 5,079,805 5,079,805 5,349,286 5,349,286 Quanex unitized common stock 126,090 1,669,436 434,259 4,177,576
During the years ended 2001 and 2000, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated / (depreciated) in value as follows:
2001 2000 ------------ ------------ Mutual funds $ (4,198,618) $ (4,484,796) Quanex unitized common stock 824,149 (835,672) ------------ ------------ $ (3,374,469) $ (5,320,468) ============ ============
D. RELATED PARTY TRANSACTIONS Certain Plan investments are shares of mutual funds managed by Fidelity. Fidelity is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. Fees paid by the Plan for the investment management services amounted to $132 and $512 for the years ended December 31, 2001 and 2000. In addition, the Plan invests in shares of Quanex Corporation unitized common stock. Quanex Corporation is the Plan sponsor as defined by the Plan and, therefore, these transactions also qualify as party-in-interest transactions. As of December 31, 2001 and 2000, the value of Quanex Corporation common stock held by the Plan was $1,669,436 and $4,177,576, respectively. E. PLAN TERMINATION Although it has not expressed any intention to do so, the Company has the right under the Plan to terminate the Plan at any time subject to the provisions set forth in ERISA. In the event of Plan termination, the assets held by the Trustee under the Plan will be valued and fully vested, and each participant will be entitled to distributions respecting his or her account. F. FEDERAL INCOME TAX STATUS The Plan is subject to specific rules and regulations related to employee benefit plans under the Department of Labor and the Internal Revenue Service. The Plan has received a favorable letter of tax determination dated October 3, 1996. As such, the Plan is a qualified trust under Sections 401(a) and 401(k) of the Internal Revenue Code (the "Code") and, as a result, is exempt from federal income tax under Section 501(a) of the Code. The Company believes the Plan is currently designed and being operated in compliance with the applicable requirements of the Code. The Company believes the Plan was qualified and the related trust was tax-exempt as of the financial statement dates. G. TRANSFER OF ASSETS The account balances, totaling $6,134,964, of the employees at MACSTEEL's Fort Smith, Arkansas facility who were covered by a collective bargaining agreement were transferred to the Quanex Corporation Hourly Bargaining Unit Employees Savings Plan on June 30, 2000. During 2001, account balances of $1,362 were transferred between the Plan and the Quanex Corporation Hourly Bargaining Unit Employees Savings Plan. SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Quanex Corporation Employee Savings Plan Date: June 28, 2002 /s/ Viren M. Parikh ------------------- Viren M. Parikh, Benefits Committee INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------ ----------- 23.1 Independent Auditor's Consent
EX-23.1 3 h98071bexv23w1.txt INDEPENDENT AUDITOR'S CONSENT EXHIBIT 23.1 INDEPENDENT AUDITOR'S CONSENT We consent to the incorporation by reference in Registration Statement No. 33-38702 of Quanex Corporation on Form S-8 of our report dated June 19, 2002, appearing in this Annual Report on Form 11-K of the Quanex Corporation Employee Savings Plan for the year ended December 31, 2001. /s/ DELOITTE & TOUCHE LLP - ------------------------- DELOITTE & TOUCHE LLP Houston, Texas June 28, 2002 -----END PRIVACY-ENHANCED MESSAGE-----