-----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, OucxIvXQCYyc+OqQNtIiMU57lWzVXXRyhXccCHn8/m4EGEOiXb8/BHvtwhWh2TWU PPQfy517IHwm+KzefPvT+w== 0001047469-04-022246.txt : 20040630 0001047469-04-022246.hdr.sgml : 20040630 20040630172750 ACCESSION NUMBER: 0001047469-04-022246 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040630 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: 04892230 BUSINESS ADDRESS: STREET 1: 1900 W LOOP S STE 1500 STREET 2: ATTN BRENT KORB CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 713-877-5328 MAIL ADDRESS: STREET 1: 1900 WEST LOOP SOUTH STREET 2: SUITE 1500 CITY: HOUSTON STATE: TX ZIP: 77027 11-K 1 a2139480z11-k.htm 11-K
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 11-K


ý

Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2003

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 401 (k) Savings Plan for Hourly Employees

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





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Benefits Committee
Quanex Corporation
Houston, Texas

Re: Quanex Corporation 401(k) Savings Plan for Hourly Employees

We have audited the accompanying statements of net assets available for benefits of the Quanex Corporation 401(k) Savings Plan for Hourly Employees ("the Plan") as of December 31, 2003 and 2002, 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 the standards of the Public Company Accounting Oversight Board (United States). 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, 2003 and 2002, 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 assets (held at end of year) as of December 31, 2003 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 23, 2004



QUANEX CORPORATION
QUANEX CORPORATION 401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

 
  DECEMBER 31,
 
  2003
  2002
Assets:            
  Investments at fair value (see Note C)   $ 25,999,996   $ 21,172,621
  Participant loans     1,146,667     1,021,288
  Employee contributions receivable     87,429     83,493
  Employer contributions receivable     82,458     80,477
   
 
      169,887     163,970
   
 
Net assets available for benefits   $ 27,316,550   $ 22,357,879
   
 

See notes to financial statements.



QUANEX CORPORATION
QUANEX CORPORATION 401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS

 
  DECEMBER 31,
 
 
  2003
  2002
 
Investment income:              
  Interest and dividends   $ 346,444   $ 367,417  
  Net appreciation (depreciation) in fair value of investments (see Note C)     3,610,933     (2,705,641 )
   
 
 
      3,957,377     (2,338,224 )
   
 
 
Contributions:              
  Employer (net of forfeitures)     945,575     928,242  
  Employee     994,951     1,017,638  
   
 
 
      1,940,526     1,945,880  
   
 
 
Interest on participant loans     71,247     81,590  
   
 
 
    Total additions     5,969,150     (310,754 )
   
 
 
Benefit payments     1,090,240     1,140,070  
Administrative fees (see Note D)     7,601     3,529  
   
 
 
    Total deductions     1,097,841     1,143,599  
   
 
 
Transfers of plan assets (see Note G)     87,362     (38,440 )
   
 
 
Increase / (decrease) in net assets available for benefits     4,958,671     (1,492,793 )
Net assets available for benefits:              
  Beginning of year     22,357,879     23,850,672  
   
 
 
  End of year   $ 27,316,550   $ 22,357,879  
   
 
 

See notes to financial statements.


QUANEX CORPORATION
QUANEX CORPORATION 401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES
EIN: 38-1872178; PN 016


Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
December 31, 2003

(a)




  (b)
Identity of issue,
borrower, lessor
or similar party

  (c)
Description of investment including
maturity date, rate of interest,
collateral, par, or maturity value

  (d)


Cost

  (e)

Current
Value

*   Fidelity   Puritan Fund   $ 476,731   $ 504,185
*   Fidelity   Magellan Fund     4,339,873     4,360,903
*   Fidelity   Contrafund     2,218,006     2,431,518
*   Fidelity   Growth & Income Fund     3,848,716     4,000,751
*   Fidelity   Independence Fund     2,239,593     1,925,658
*   Fidelity   Overseas Fund     289,124     291,030
*   Fidelity   Balanced Fund     1,879,651     2,111,493
*   Fidelity   Blue Chip Fund     876,759     770,389
*   Fidelity   Asset Manager Fund     178,415     161,259
*   Fidelity   Low-Priced Stock Fund     442,737     548,496
*   Fidelity   Government Money Market Fund     4,330,710     4,330,710
    Templeton   Foreign Fund     331,141     366,881
    Neuberger & Berman   Partners Trust Fund     76,388     83,614
           
            Total Mutual Fund Assets     21,527,844     21,886,887
*   Quanex Corporation   Unitized common stock     402,647     707,788
*   Fidelity   Managed Income Portfolio     3,405,321     3,405,321
*   Participant loans   Loan maturing with 1.5—7 years, bearing interest at 5.25% to 9.50%           1,146,667
           
            Total Investments   $ 25,335,812   $ 27,146,663
           

* Party-in-Interest


QUANEX CORPORATION
401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES


NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2003 AND 2002

A.
DESCRIPTION OF THE PLAN

    The following description of the Quanex Corporation 401(k) Savings Plan for Hourly Employees (the "Plan"), formerly the Nichols 401(k) Savings Plan for Hourly Employees, provides only general information. Participants should refer to the Plan document for more complete information.

    (1)
    General. The Plan is a defined contribution plan, which covers substantially all union hourly employees of the Davenport, Iowa; Decatur, Alabama; and Hamel, Minnesota facilities. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Fidelity Management Trust Company ("Fidelity" or the "Trustee") holds the assets of the Plan in trust. The Benefits Committee (the "Committee"), appointed by the Company's Board of Directors, serves as the Plan administrator.

    (2)
    Contributions. Participants may elect to reduce the current level of their compensation from 1% to 15% by contributing on a pre-tax basis as defined by the Plan agreement. Participants may also contribute in half percentages. Company contributions are made based on a percentage of the employee's compensation for each individual with at least one year of service and vary by location as defined in the plan document.

    (3)
    Participant Accounts. Each participant's account is credited with the participant's contribution, the employer's contribution, and the participant's pro rata share of investment earnings. Investment earnings allocations are based on individual participant account balances as of the end of the period in which the income is earned.

    (4)
    Vesting and Forfeitures. Participants are immediately vested in their contributions and earnings thereon. Vesting in the employer contribution is based on years of credited service. A participant is 20% vested for each year of credited service and fully vested after five years. If a participant terminates employment prior to becoming fully vested, the nonvested portion of the employer contributions are forfeited by the participant and utilized to reduce future employer contributions. Amounts forfeited during 2003 and 2002 were $556 and $4,377, respectively. There were no unused forfeiture amounts available at December 31, 2003 and 2002.

    (5)
    Payment of Benefits. The Plan is intended for long-term savings but provides for early withdrawals and loan arrangements under certain conditions. 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 account balances 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 seven 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 accounting principles generally accepted in the United States of America.

(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.

      Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

      Management fees and operating expenses charged to the Plan for investments in the mutual funds are deducted from income earned on a daily basis and are not separately reflected. Consequently, management fees and operating expenses are reflected as a reduction of investment return for such investments.

    (3)
    Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 Expenses. The Company pays the administrative expenses of the Plan, except for loan set up and carrying fees, and redemption fees imposed on certain Fidelity funds.

    (5)
    Payment of Benefits. Benefit payments are recorded when paid.

    (6)
    Risks and Uncertainties. The Plan utilizes various investment instruments, including mutual funds and common stock. Investment securities, in general, are exposed to various risks, such as interest rare, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such change could materially affect the amounts reported in the financial statements.

C.
INVESTMENTS

    The following are investments that represent 5 percent or more of the Plan's investments.

 
  December 31, 2003
  December 31, 2002
 
  Shares
  Amount
  Shares
  Amount
Fidelity Magellan Fund   44,617   $ 4,360,903   41,848   $ 3,304,324
Fidelity Contrafund   49,271     2,431,518   51,040     1,970,163
Fidelity Growth and Income Fund   112,286     4,000,751   113,147     3,429,491
Fidelity Independence Fund   119,904     1,925,658   127,978     1,672,672
Fidelity Balanced Fund   126,059     2,111,493   114,587     1,522,867
Fidelity Government Money Market Fund   4,330,710     4,330,710   4,187,821     4,187,821
Common / Commingled Trust   3,405,321     3,405,321   2,563,922     2,563,922

    During the years ended December 31, 2002 and 2001, 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:

 
  2003
  2002
 
Mutual funds   $ 3,390,772   $ (2,824,347 )
Quanex unitized common stock     220,161     118,706  
   
 
 
    $ 3,610,933   $ (2,705,641 )
   
 
 

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 $7,601 and $3,529 for the years ended December 31, 2003 and 2002, 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, 2003 and 2002, the value of Quanex Corporation unitized common stock held by the Plan was $707,788 and $738,745, 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 4, 2003. 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

    Account balances and participant loans of $87,362 and $(38,440) were transferred between the Plan and the Quanex Corporation 401(k) Savings Plan in plan years 2003 and 2002, respectively.



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 401 (k) Savings Plan for Hourly Employees

Date: June 28, 2004

/s/ Ricardo Arredondo

Ricardo Arredondo, Benefits Committee


INDEX TO EXHIBITS

23.1
Consent of Independent Registered Public Accounting Firm

99.1
Certification by chief executive officer and chief financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
QUANEX CORPORATION QUANEX CORPORATION 401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
QUANEX CORPORATION QUANEX CORPORATION 401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Schedule H, Line 4i — Schedule of Assets (Held at End of Year) December 31, 2003
NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2003 AND 2002
SIGNATURES
INDEX TO EXHIBITS
EX-23.1 2 a2139480zex-23_1.htm EXHIBIT 23.1
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Exhibit 23.1


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We consent to the incorporation by reference in Registration Statement No. 33-54085 of Quanex Corporation on Form S-8 of our report dated June 23, 2004, appearing in this Annual Report on Form 11-K of the Quanex Corporation 401 (k) Savings Plan for Hourly Employees for the year ended December 31, 2003.

/s/  DELOITTE & TOUCHE, LLP      
DELOITTE & TOUCHE, LLP
   

Houston, Texas
June 23, 2004




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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
EX-99.1 3 a2139480zex-99_1.htm EXHIBIT 99.1
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Exhibit 99.1


CERTIFICATION PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

        We hereby certify that the accompanying Report of Quanex Corporation 401(k) Savings Plan for Hourly Employees (the "Plan") on Form 11-K for the year ended December 31, 2003 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Report fairly presents, in all material respects, the financial condition and results of operations of the Plan.

June 28, 2004

/s/  RAYMOND A. JEAN      
Raymond A. Jean
Chairman of the Board, President and
Chief Executive Officer
  /s/  TERRY M. MURPHY      
Terry M. Murphy
Vice President—Finance and
Chief Financial Officer



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CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
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