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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
| (Mark One) | |
ý |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended October 31, 2003 |
|
or |
|
o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 1-5725
QUANEX CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) |
38-1872178 (I.R.S. Employer Identification No.) |
|
1900 West Loop South, Suite 1500, Houston, Texas (Address of principal executive offices) |
77027 (Zip code) |
|
(713) 961-4600 (Registrant's telephone number, including area code) |
||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Name of each exchange on which registered |
|
|---|---|---|
| Common Stock, $.50 par value | New York Stock Exchange, Inc. | |
| Rights to Purchase Series A Junior Participating Preferred Stock | New York Stock Exchange, Inc. |
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ý No o
The aggregate market value of the voting common equity held by non-affiliates as of April 30, 2003, computed by reference to the closing price for the Common Stock on the New York Stock Exchange, Inc. on that date, was $457,577,134. Such calculation assumes only the registrant's officers and directors were affiliates of the registrant.
At December 12, 2003, there were outstanding 16,526,059 shares of the registrant's Common Stock, $.50 par value.
This amendment to Quanex Corporation's Annual Report on Form 10-K for the fiscal year ended October 31, 2003, as filed by Quanex Corporation on December 29, 2003, is being filed for the sole purpose of correcting a typographical error made to the date of the Independent Auditors' Consent on Exhibit 23.
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
| Exhibit Number |
Description of Exhibits |
|
|---|---|---|
| *23 | Consent of Deloitte & Touche LLP. | |
*31.1 |
Certification by chief executive officer pursuant to Rule 13a-14(a)/15d-14(a). |
|
*31.2 |
Certification by chief financial officer pursuant to Rule 13a-14(a)/15d-14(a). |
- *
- Filed herewith
1
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| QUANEX CORPORATION | ||||
By: |
/s/ TERRY M. MURPHY Terry M. Murphy Vice President—Finance Chief Financial Officer (Principal Financial Officer) |
December 30, 2003 |
||
2
EXPLANATORY NOTE
PART IV
SIGNATURES
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Exhibit No. 23
We consent to the incorporation by reference in Registration Statements No. 33-23474, No. 33-29585, No. 33-22550, No. 33-35128, No. 33-38702, No. 33-46824, No. 33-57235, No. 33-54081, No. 33-54085, No. 33-54087, No. 333-18267, No. 333-22977, No. 333-36635, No. 333-89853, No. 333-66777, No. 333-45624 and No. 333-108687 of Quanex Corporation of our report dated December 15, 2003 appearing in this Annual Report on Form 10-K of Quanex Corporation for the year ended October 31, 2003.
/s/ Deloitte & Touche LLP
Houston,
Texas
December 29, 2003
INDEPENDENT AUDITORS' CONSENT
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Exhibit 31.1
CHIEF EXECUTIVE OFFICER CERTIFICATION
I, Raymond A. Jean, certify that:
- 1.
- I
have reviewed this annual report on Form 10-K/A of Quanex Corporation (the "Registrant");
- 2.
- Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
- 3.
- Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the Registrant as of, and for, the periods presented in this report;
- 4.
- The
Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures [as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)] and have:
- a.
- Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating
to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
- b.
- Evaluated
the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and
- c.
- Disclosed
in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
- 5.
- The
Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the
audit committee of Registrant's board of directors (or persons performing the equivalent functions):
- a.
- All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the
Registrant's ability to record, process, summarize and report financial information; and
- b.
- Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
December 30, 2003
| /s/ RAYMOND A. JEAN RAYMOND A. JEAN Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) |
CHIEF EXECUTIVE OFFICER CERTIFICATION
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Exhibit 31.2
CHIEF FINANCIAL OFFICER CERTIFICATION
I, Terry M. Murphy, certify that:
- 1.
- I
have reviewed this annual report on Form 10-K/A of Quanex Corporation (the "Registrant");
- 2.
- Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
- 3.
- Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the Registrant as of, and for, the periods presented in this report;
- 4.
- The
Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures [as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)] and have:
- a.
- Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating
to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
- b.
- Evaluated
the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and
- c.
- Disclosed
in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
- 5.
- The
Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the
audit committee of Registrant's board of directors (or persons performing the equivalent functions):
- a.
- All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the
Registrant's ability to record, process, summarize and report financial information; and
- b.
- Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
December 30, 2003
| /s/ TERRY M. MURPHY TERRY M. MURPHY Vice President—Finance and Chief Financial Officer (Principal Financial Officer) |
CHIEF FINANCIAL OFFICER CERTIFICATION