-----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, EnAnj6coKwXJi8SoTR7kdXKmmOh81m5ZiFm4uRi8loay8BCWffqSWPfyjfFeQ/Ah NrLUdB4WW709MB20OzWn3g== 0000950129-96-001291.txt : 19960625 0000950129-96-001291.hdr.sgml : 19960625 ACCESSION NUMBER: 0000950129-96-001291 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960624 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUANEX CORP CENTRAL INDEX KEY: 0000276889 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] 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: 96584483 BUSINESS ADDRESS: STREET 1: 1900 W LOOP SOUTH 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 QUANEX CORPORATION EMPLOYEE SAVINGS PLAN-FORM 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) /X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended December 31, 1995. OR / / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from __________ to __________. 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 Savings Plan B. Name of 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, Texas 77027 Phone: (713) 961-4600 2 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, 1995 and 1994, 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 generally accepted auditing standards. 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, 1995 and 1994, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of (1) investments as of December 31, 1995 and (2) 5% reportable transactions for the year ended December 31, 1995 are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are 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. These schedules are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 1995 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 May 3, 1996 3 QUANEX CORPORATION EMPLOYEE SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31, ---------------------------- 1995 1994 ---------- ----------- Assets: Investments at fair value - Mutual fund assets: Fidelity Puritan Fund $ 6,212,219 $ 4,833,853 Fidelity Magellan Fund 8,297,683 6,361,895 Fidelity Contrafund 1,126,654 283,117 Fidelity Growth and Income Fund 2,098,750 1,135,850 Fidelity Overseas Fund 1,573,296 1,573,029 Fidelity Balanced Fund 158,122 111,318 Fidelity Government Money Market Fund 10,910,320 8,981,007 Quanex Corporation common stock 1,519,737 1,418,636 Common/commingled trust 1,244,993 471,972 ----------- ----------- 33,141,774 25,170,677 Deposits with insurance company, at contract value - 896,472 ----------- ----------- Total 33,141,774 26,067,149 ----------- ----------- Employee contributions receivable 449,920 450,534 Employer contributions receivable 128,560 150,335 ----------- ----------- Total 578,480 600,869 ----------- ----------- Net assets available for benefits $33,720,254 $26,668,018 =========== ===========
See notes to financial statements. 4 QUANEX CORPORATION EMPLOYEE SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
December 31, ------------------------------- 1995 1994 ----------- ----------- Investment income: Interest and dividends $1,708,988 $1,203,950 Net appreciation (depreciation) in fair value of investments 2,926,558 (532,717) ----------- ----------- Total 4,635,546 671,233 ----------- ----------- Contributions: Employer 969,303 892,899 Less forfeitures 8,913 9,282 ----------- ----------- 960,390 883,617 Employee 3,734,966 3,231,908 ----------- ----------- Total 4,695,356 4,115,525 ----------- ----------- Total additions 9,330,902 4,786,758 Benefit payments 2,278,666 1,637,977 ----------- ----------- Increase in net assets available for benefits 7,052,236 3,148,781 Net assets available for benefits: Beginning of year 26,668,018 23,519,237 ----------- ----------- End of year $33,720,254 $26,668,018 =========== ===========
See notes to financial statements. 5 QUANEX CORPORATION EMPLOYEE SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1995 AND 1994 A. THE PLAN The following brief description of the Quanex Corporation Employee Savings Plan (the "Plan") is provided for general information purposes only. 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 which 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 and its subsidiaries, excluding its Nichols-Homeshield divisions and those Quanex 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. Participants may elect to contribute up to 15% of their pre-tax annual compensation or up to 15% of their after-tax annual compensation limited to 15% of considered compensation as defined by the Plan agreement. The Company matches 50% of the employee's contribution up to, but not in excess of, 2.5% of the employee's annual compensation. 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. Investment Options--The Plan offers the following investment funds, all managed by the Trustee, as follows: Government Money Market Fund--composed of short-term government obligations. Puritan Fund--invested and reinvested in common and preferred stocks and bonds. Magellan Fund--invested and reinvested in equity and debt securities of foreign and domestic companies. Growth and Income Fund--invested and reinvested in equity and debt securities of foreign and domestic companies. Overseas Fund--invested and reinvested in foreign securities. Quanex Corporation Common Stock--invested and reinvested exclusively in the common stock of Quanex Corporation. Common/Commingled Trust--invested and reinvested in investment contracts issued by insurance companies, banks and other financial institutions. Balanced Fund--invested and reinvested in common and preferred stocks and bonds. Contrafund--invested and reinvested in equities of foreign and preferred stock. Additionally, the Plan had investments in a series of guaranteed investment contracts, which matured January 1, 1995. Refer to Note C for further discussion. 6 5. Vesting. Participants are immediately vested in their voluntary contributions and the related earnings. Vesting in the employer's matching contributions for employees is 0% for less than one year of service graduating to 100% for five or more years. Upon death, retirement or total permanent disability, the participant or beneficiary becomes immediately 100% 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. 6. 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. See further discussion of benefits payable in Note G. 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 standards. 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. 3. Administrative Expenses. The Company pays all administrative expenses. 4. Payment of Benefits. Benefit payments are recorded when paid. C. DEPOSITS WITH INSURANCE COMPANY On December 1, 1988, the Plan entered into a series of guaranteed investment contracts with Metropolitan Life Insurance Company ("Metropolitan"). The contracts provided a guaranteed rate of return on principal invested which was credited to the Plan for the length of the contracts. The contracts were reduced for Plan withdrawals. The contract was included in the financial statements at the December 31, 1994 contract values as reported to the Plan by Metropolitan. These contracts matured on January 1, 1995. The contracts provided an interest rate of 8.3% per annum. 7 D. PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions of ERISA. In the event of termination of the Plan, 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. E. 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 ("IRS"). 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 taxation under Sections 501(a) of the Code. The Plan received a favorable determination letter from the IRS dated December 22, 1994. The Company believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Code. Therefore, it believes the Plan was qualified and the related trust was tax-exempt as of the financial statement dates. F RELATED PARTY TRANSACTIONS During the years ended December 31, 1995 and 1994, the Plan purchased shares of Quanex Corporation common stock, as shown below: 1995 1994 ---- ---- Shares Cost Shares Cost ------- ---- ------ ---- 31,540 $656,408 29,219 $632,545 During the years ended December 31, 1995 and 1994, the Plan sold 15,119 and 20,146 shares of Quanex Corporation common stock for $368,385 (cost $322,891) and $574,779 (cost $470,005), respectively. During the years ended December 31, 1995 and 1994, the Plan purchased shares of Fidelity mutual fund assets, as shown below: 1995 1994 ---- ---- Shares Cost Shares Cost ------ ---- ------ ---- 5,924,023 $13,115,404 5,226,865 $12,369,613 During the years ended December 31, 1995 and 1994, the Plan sold 3,911,470 and 3,738,549 shares of Fidelity mutual fund assets for $9,131,908 (cost $8,630,838) and $9,480,794 (cost $9,567,946), respectively. 8 During the years ended December 31, 1995 and 1994, the Plan purchased shares of Fidelity Common/Commingled Trust, as shown below: 1995 1994 ---- ---- Shares Cost Shares Cost ------- ---- ------ ---- 952,231 $952,231 471,972 $471,972 During the years ended December 31, 1995 and 1994, the Plan sold 179,211 and -0- shares of Fidelity Common/Commingled Trust for $179,211 (cost $179,211) and -0-, respectively. G. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 As of December 31, 1995 and 1994, net assets available for benefits included benefits of $221,024 and $152,480, respectively, due to participants who have withdrawn from participation in the Plan. As of December 31, 1994, benefits payable of $152,480 were reported as a liability on the ERISA Form 5500, resulting in a difference between net assets available for benefits presented within this report of $26,668,018 and the net assets recorded on Form 5500 of $26,515,538. During 1995, the Department of Labor clarified its definition of benefits payable, which resulted in no liability for benefits payable on Form 5500 as of December 31, 1995. The following is a reconciliation of benefit payments according to the financial statements to Form 5500 for the year ended December 31, 1995. Benefit payments per the financial statements $2,278,666 Amounts allocated to withdrawing participants December 31, 1994 (152,480) ---------- Benefit payments per Form 5500 $2,126,186 ========== 9 H. SUPPLEMENTAL FUND INFORMATION Contributions, benefit payments and investment income by fund are as follows for the years ended December 31:
1995 1994 ---------- ----------- Employee Contributions: Fidelity Puritan Fund $ 667,357 $ 618,173 Fidelity Magellan Fund 1,139,936 931,840 Fidelity Contrafund 126,372 22,885 Fidelity Growth and Income Fund 230,475 165,518 Fidelity Overseas Fund 230,121 233,420 Fidelity Balanced Fund 26,265 9,944 Fidelity Government Money Market Fund 1,109,768 933,609 Fidelity Short-Intermediate Government Fund - 176,018 Quanex Corporation common stock 122,282 122,880 Common/commingled trust 82,390 17,621 ---------- ----------- $3,734,966 $ 3,231,908 ========== =========== 1995 1994 ---------- ----------- Employer Contributions: Fidelity Puritan Fund $ 178,592 $ 170,977 Fidelity Magellan Fund 256,350 246,621 Fidelity Contrafund 31,385 6,245 Fidelity Growth and Income Fund 56,557 39,756 Fidelity Overseas Fund 61,502 59,756 Fidelity Balanced Fund 7,216 2,406 Fidelity Government Money Market Fund 313,266 286,916 Fidelity Short-Intermediate Government Fund - 31,863 Quanex Corporation common stock 37,418 34,713 Common/commingled trust 18,104 4,498 Guaranteed Investment Contract - (134) ---------- ---------- $ 960,390 $ 883,617
========== ========== 10
1995 1994 ---------- ---------- Benefit payments: Fidelity Puritan Fund $ 382,406 $ 106,709 Fidelity Magellan Fund 441,687 303,081 Fidelity Contrafund 4,154 - Fidelity Growth and Income Fund 78,206 12,479 Fidelity Overseas Fund 143,802 47,678 Fidelity Balanced Fund 1,628 - Fidelity Government Money Market Fund 1,171,681 844,938 Fidelity Short-Intermediate Government Fund - 160,139 Quanex Corporation common stock 42,219 107,585 Common/commingled trust 12,883 - Guaranteed Investment Contract - 55,368 ---------- ---------- $2,278,666 $1,637,977 ========== ========== 1995 1994 ---------- ---------- Investment income: Fidelity Puritan Fund $1,062,499 $ 53,117 Fidelity Magellan Fund 2,263,096 (129,828) Fidelity Contrafund 181,608 1,910 Fidelity Growth and Income Fund 489,667 15,101 Fidelity Overseas Fund 126,585 (2,135) Fidelity Balanced Fund 14,721 (3,111) Fidelity Government Money Market Fund 585,772 322,411 Fidelity Short-Intermediate Government Fund - (35,388) Quanex Corporation common stock (145,524) 368,683 Common/commingled trust 57,122 9,681 Guaranteed Investment Contract - 70,792 ---------- ---------- $4,635,546 $ 671,233
========== ========== 11 Item 27a - Schedule of Assets Held for Investment Purposes EIN: 38-1872178; PN 012 QUANEX CORPORATION EMPLOYEE SAVINGS PLAN SUPPLEMENTAL SCHEDULE OF INVESTMENTS DECEMBER 31, 1995
Shares/ Current Par Value Cost Value ----------- ----------- ------------ Mutual Fund Assets - Fidelity Investments: - ------------------------------------------ Contrafund* 29,633 $ 1,068,308 $ 1,126,654 Government Money Market Fund* 10,910,320 10,910,320 10,910,320 Puritan Fund* 365,210 5,671,392 6,212,219 Growth and Income Fund* 77,588 1,764,716 2,098,750 Magellan* 96,507 6,991,300 8,297,683 Overseas Fund* 54,121 1,454,502 1,573,296 Balanced Fund* 11,695 151,359 158,122 ------------ ------------ Total Mutual Fund Assets 28,011,897 30,377,044 Quanex Corporation Common stock* 78,438 1,616,434 1,519,737 Common/Commingled Trust* 1,244,993 1,244,993 1,244,993 ------------ ------------ Total investments $ 30,873,324 $ 33,141,774 ============ ============
* Party-in-Interest 12 Item 27d - Schedule of Reportable (5%) Transactions EIN 38-1872178; PN 012 QUANEX CORPORATION SAVINGS PLAN SUPPLEMENTAL SCHEDULE OF 5% REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1995 Series of Transactions
Total Number of Total Number Purchases During Purchase of Sales During Selling Description Plan Year Price Plan Year Price - ----------- ----------------- --------- --------------- ------- FMTC Government Reserve 3 $896,511 4 $897,014 Puritan Fund 118 1,801,711 80 1,162,854 Magellan Fund 149 2,874,768 100 2,727,783 Growth & Income Fund 98 987,008 34 415,235 Contrafund 93 1,051,221 27 301,572 Government Money Market Fund 162 5,675,531 147 3,746,218 Current Value On Net Cost of Transaction Gain Description Asset Date (Loss) - ----------- ------- ----------- ------ FMTC Government Reserve $897,014 $897,014 $ 0 Puritan Fund 1,124,553 1,162,854 38,301 Magellan Fund 2,348,589 2,737,783 379,194 Growth & Income Fund 388,671 415,235 26,564 Contrafund 262,639 301,572 38,933 Government Money Market Fund 3,746,218 3,746,218 0
13 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 24, 1996 /s/ JOSEPH K. PEERY ------------------------- ---------------------------------------- Joseph K. Peery, Benefits Committee 14 INDEX TO EXHIBITS 23.1 -- Independent Auditor's Consent EX-23.1 2 INDEPENDENT AUDITOR'S CONSENT 1 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 May 3, 1996 appearing in the Annual Report of Form 11-K of the Quanex Corporation Employee Savings Plan for the year ended December 31, 1995. /s/ DELOITTE & TOUCHE LLP - --------------------------- DELOITTE & TOUCHE LLP Houston, Texas June 24, 1996 -----END PRIVACY-ENHANCED MESSAGE-----