-----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, E2swv1dLYbeXI9uW817Jx4H2UDg6gbJQxjwIhPehtKM0g1JCWTPLksM0cSlU+E4h JEeJJXNQH0y86/ORP1kUKQ== 0000950129-02-003370.txt : 20020628 0000950129-02-003370.hdr.sgml : 20020628 20020628172543 ACCESSION NUMBER: 0000950129-02-003370 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: 02692282 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 h98071ee11vk.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: Piper Impact 401 (k) 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: Piper Impact 401(k) Plan We have audited the accompanying statements of net assets available for benefits of the Piper Impact 401(k) 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 PIPER IMPACT 401(k) PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, ----------------------- 2001 2000 ---------- ---------- Assets: Investments at fair value (see Note C) $7,050,373 $6,913,217 Participant loans 424,617 365,313 Employee contributions receivable 64,502 83,617 Employer contributions receivable 40,373 46,464 ---------- ---------- 104,875 130,081 ---------- ---------- Net assets available for benefits $7,579,865 $7,408,611 ========== ==========
See notes to financial statements. QUANEX CORPORATION PIPER IMPACT 401(k) PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, ---------------------------- 2001 2000 ------------ ------------ Investment income: Interest and dividends $ 138,081 $ 539,795 Net appreciation (depreciation) in fair value of investments (see Note C) (800,919) (862,632) ------------ ------------ (662,838) (322,837) ------------ ------------ Contributions: Employer (net of forfeitures) 503,960 463,148 Employee 969,125 958,451 ------------ ------------ 1,473,085 1,421,599 ------------ ------------ Interest on participant loans 33,672 24,362 ------------ ------------ Total additions 843,919 1,123,124 ------------ ------------ Benefit payments 666,657 1,586,931 Administrative fees (see Note D) 6,008 5,643 ------------ ------------ Total deductions 672,665 1,592,574 ------------ ------------ Increase (decrease) in net assets available for benefits 171,254 (469,450) Net assets available for benefits: Beginning of year 7,408,611 7,878,061 ------------ ------------ End of year $ 7,579,865 $ 7,408,611 ============ ============
See notes to financial statements. SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR EIN: 38-1872178; PN 001 QUANEX CORPORATION PIPER IMPACT 401(k) PLAN SUPPLEMENTAL SCHEDULE OF INVESTMENTS December 31, 2001
Shares/ Current Par Value Cost Value ---------- ---------- ---------- * Fidelity Puritan Fund 38,450 $ 718,739 $ 679,418 * Fidelity Magellan Fund 1,698 206,398 176,970 * Fidelity Contrafund 23,642 1,191,856 1,011,186 * Fidelity Growth & Income Fund 1,418 58,886 52,989 * Fidelity Independence Fund 30,800 627,398 485,713 * Fidelity Overseas Fund 717 25,580 19,649 * Fidelity Balanced Fund 4,130 63,861 61,530 * Fidelity Blue Chip Fund 56,411 2,554,955 2,422,274 * Fidelity Asset Manager Fund 21,676 373,838 335,978 * Fidelity Low-Priced Stock Fund 3,777 96,915 103,560 * Fidelity Government Money Market Fund 798,918 798,918 798,918 Templeton Foreign Fund 938 8,983 8,676 Neuberger & Berman Partners Trust Fund 102 1,775 1,635 ---------- ---------- Total Mutual Fund Assets 6,728,102 6,158,496 * Quanex Corporation unitized common stock 25,870 257,338 342,520 * Fidelity Common/Commingled trust 549,357 549,357 549,357 Participant loans (bearing interest rates from 8.75% to 10.50%, maturing within five to ten years) 424,617 424,617 ---------- ---------- Total Investments $7,959,414 $7,474,990 ========== ==========
* Party-in-Interest QUANEX CORPORATION PIPER IMPACT 401(k) PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2001 AND 2000 A. DESCRIPTION OF THE PLAN The following description of the Piper Impact 401(k) Plan (the "Plan") provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. (1) General. The Plan is a defined contribution plan which covers substantially all full-time employees of Piper Impact, a division of Quanex Corporation (the "Company"). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). 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 Quanex Corporation's Board of Directors, serves as the Plan administrator. (2) Contributions. Beginning January 1, 2002, participants may contribute to the Plan by electing salary deferrals up to 50% of compensation (20% before January 1, 2002) as defined by the Plan document. The Company contributes 25% of the first 6% of base compensation that a participant contributes to the Plan. Contributions are subject to certain limitations. In addition, the Company makes a contribution on behalf of employees with at least three months of service, based on company profits and calculated based on a percentage of the employee's compensation. (3) Participant Accounts. Each participant's account is credited with the participant's contribution and allocations of the Company's contribution and Plan earnings, and charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. (4) Vesting. Participants are immediately vested in their contributions and earnings thereon. Vesting in the Company's matching and discretionary contribution portion of their accounts plus actual earnings thereon is based on years of continuous service. A participant is 20% vested for each year of credited service beginning with his or her second year and is 100% vested after six years of credited service. Forfeited balances of terminated participants' non-vested accounts are used to reduce current or future Company contributions. Amounts forfeited during 2001 and 2000 were $39,858 and $58,072, respectively. (5) Payment of Benefits. The Plan is intended for long-term savings but provides for early withdrawals and loan arrangements under certain conditions. In accordance with the Code, upon termination of service, a participant may elect to receive a lump-sum distribution equal to the total amount of vested benefits in his or her account. Terminated participants with an account balance of less than $5,000 will automatically receive a lump sum distribution. (6) Loans. Loans may be granted to a participant of the Plan at the Committee's discretion. Loan terms range up to five years or ten years if used for the purchase of a primary residence. The loans bear a reasonable rate of interest established by the Committee. Interest on the loan is allocated to the borrower's participant account. 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 by 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 affect the 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 Expense. The Company pays all administrative expenses, except for loan set up and carrying fees and redemption fees imposed on certain Fidelity funds. (5) Payments 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 38,450 $ 679,418 28,833 $ 542,932 Fidelity Contrafund 23,642 1,011,186 22,437 1,103,233 Fidelity Independence Fund 30,800 485,713 30,116 662,856 Fidelity Blue Chip Fund 56,411 2,422,274 52,140 2,686,750 Fidelity Government Money Market Fund 798,918 798,918 654,507 654,507 Fidelity Common/Commingled Trust 549,357 549,357 414,834 414,834
During the years ended December 31, 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 $ (894,858) $ (841,485) Quanex unitized common stock 93,939 (21,147) ---------- ---------- $ (800,919) $ (862,632) ========== ==========
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 $6,008 and $5,643 for the years ended December 31, 2001 and 2000, respectively. 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 unitized common stock held by the Plan was $342,520 and $217,783, 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 September 30, 1998. 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. 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. Piper Impact 401 (k) 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 h98071eexv23w1.txt INDEPENDENT AUDITOR'S CONSENT EXHIBIT 23.1 INDEPENDENT AUDITOR'S CONSENT We consent to the incorporation by reference in Registration Statement No. 333-22977 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 Piper Impact 401 (k) 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-----