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, 1993
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 Hourly Bargining Unit Employees 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
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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.
DATE
----------------------------------
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Deloitte & Touche
Suite 2300 Telephone: (713) 756-2000
333 Clay Street Facsimile: (713) 756-2001
Houston, Texas 77002-4196
INDEPENDENT AUDITORS' REPORT
The Benefit Committee
Quanex Corporation
Houston, Texas
RE: Quanex Corporation Hourly Bargaining Unit Employees Savings Plan
We have audited the accompanying statements of net assets available for
benefits of the Quanex Corporation Hourly Bargaining Unit Employees Savings
Plan (the "Plan") as of December 31, 1993 and 1992, 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, the financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1993 and 1992, 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
information by fund and supplemental schedules of (1) investments as of
December 31, 1993 and (2) 5% reportable transactions for the year ended
December 31, 1993 are presented for the purpose of additional analysis of the
basic financial statements rather than to present information regarding the net
assets available for benefits and changes in net assets available for benefits
on the individual funds. This information and these schedules are not a
required part of the basic financial statements. The schedules 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. This supplemental information and these schedules are the
responsibility of the Plan's management. Such supplemental information and
schedules have been subjected to the auditing procedures applied in our audit
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
April 26, 1994
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QUANEX CORPORATION
HOURLY BARGAINING UNIT EMPLOYEES SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE
FOR BENEFITS
December 31,
--------------------------
1993 1992
----------- -----------
Assets:
Investments, at fair value:
Mutual fund assets $2,249,402 $1,324,613
Quanex common stock 15,617 6,500
---------- ----------
2,265,019 1,331,113
Deposits with insurance company,
at contract value 281,373 362,774
---------- ----------
Total 2,546,392 1,693,887
---------- ----------
Employee contributions receivable 74,473 63,803
---------- ----------
Net assets available for benefits $2,620,865 $1,757,690
========== ==========
See notes to financial statements.
2
5
QUANEX CORPORATION
HOURLY BARGAINING UNIT EMPLOYEES SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED
DECEMBER 31,
--------------------------
1993 1992
----------- -----------
Investment Income:
Interest and dividends $ 148,229 $ 102,700
Net appreciation (depreciation) in
fair value of investments 72,733 (29,049)
---------- ----------
Total 220,962 73,651
---------- ----------
Employee contributions 830,367 717,563
---------- ----------
Total additions 1,051,329 791,214
---------- ----------
Benefit payments 188,154 71,164
---------- ----------
Increase in net assets available for benefits 863,175 720,050
---------- ----------
Net assets availabe for benefits:
Beginning of year 1,757,690 1,037,640
---------- ----------
End of year $2,620,865 $1,757,690
========== ==========
See notes to financial statements.
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6
QUANEX CORPORATION
HOURLY BARGAINING UNIT EMPLOYEES SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1993 and 1992
A. THE PLAN
The following brief description of the Quanex Corporation Hourly Bargaining
Unit Employees 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, originally named the Quanex Corporation Hourly
Employees Savings Plan, became effective January 1, 1989 and is
sponsored by Quanex Corporation (the "Company"). The Plan began
receiving contributions in April 1989. 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 hourly employees of certain divisions of the Company 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 (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 make contributions up to
15% of their before-tax annual compensation or up to 10% of their
after-tax compensation as defined by the Plan agreement. There are no
provisions in the Plan agreement for matching contributions by the
Company.
(3) Participant Accounts. Each participant's account is credited with
the participant's contribution and an allocation of investment
income, which is based on the participant's account balances as of
the end of the period in which the income was earned.
(4) Investment Options. The Plan as seven investment funds managed by
the Trustee, as follows:
Government Money Market Fund--composed of short-term goverment
obligations
Short-Intermediate Government Fund--invested and reinvested in
securities issued by the U.S. government.
Puritan Fund--invested and reinvested in common and preferred stock
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 Common Stock Fund--invested and reinvested in common stock of
Quanex Corporation.
Additionally, the Plan has investments in a series of guaranteed
investment contracts. Refer to Note C for further information.
The Short-Intermediate Government Fund replaced the Intermediate Bond
Fund during January 1993.
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(5) VESTING. Participants became immediately vested in their
voluntary contribution and related earnings.
(6) PAYMENT OF BENEFITS. Upon termination of service, the participant
may elect to receive a lump-sum amount equal to the total of vested
benefits in his or her account. Benefits payable were $0 as of
December 31, 1993 and 1992.
(B) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(1) ACCOUNTING BASIS. The financial statements are prepared on the
accrual basis of accounting.
(2) INVESTMENTS. The Plan recognizes net appreciation on depreciation in
the fair value of its investments. Investments are reflected at fair
value in the financial statements. Fair value for mutual funds is
determined using quoted net asset value. Fair value for Quanex common
stock, which is listed on the New York Stock Exchange, is determined
using the last recorded sales price.
(3) ADMINISTRATIVE EXPENSES. Since inception of the Plan, the Company has
paid for all administrative expenses.
C. DEPOSITS WITH INSURANCE COMPANY
In 1989 the Plan entered into a series of guaranteed investment contracts
with Metropolitan Life Insurance Company ("Metropolitan") for the Fixed
Income Fund. The contracts provide a guaranteed rate of return on principal
invested which is credited to the Plan for the length of the contracts. The
contracts are charged for Plan withdrawals. The contract is included in the
financial statements at the December 31, 1993 and 1992 contract values as
reported to the Plan by Metropolitan. The remaining contracts mature between
January 1, 1994 and January 1, 1995 and provide an interest rate of 8.3%.
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 has received a favorable determination letter from
the IRS dated June 11, 1990. As such, the Plan is a qualified trust
under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986 (the
("Code") and, as a result, is exempt from federal income taxes under Code
Section 501(a). The Company believes that the Plan is currently designed
and being operated in compliance with the applicable requirements of the
Code. Therefore, it believes that 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, 1993 and 1992, the Plan purchased and
sold shares of Quanex common stock, as shown:
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1993 1992
----------------- ------------------
Shares Cost Shares Cost
------ ------- ------ ------
565 $10,008 333 $7,934
During the years ended December 31, 1993 and 1992, the Plan sold 5 and 41
shares of Quanex common stock for $95 (cost $108) and $1,185 (cost $949),
respectively.
During the years ended December 31, 1993 and 1992, the Plan purchased
shares of Fidelity, the Trustee, mutual fund assets, as shown below:
1993 1992
-------------------- --------------------
Shares Cost Shares Cost
------- ---------- ------- --------
455,285 $1,317,149 337,786 $881,174
During the years ended December 31, 1993 and 1992, the Plan sold 260,007
and 137,595 shares of Fidelity mutual fund assets for $465,887 (cost
$463,721) and $162,379 (cost $163,425), respectively.
G. SUBSEQUENT EVENTS
Effective March 1994, the Plan added the Fidelity Balanced Fund and the
Fidelity Contrafund as investment options. The Fidelity Balanced Fund
invests in common and preferred stocks and bonds. The Fidelity Contrafund
invests in equities of foreign and domestic companies.
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H. ALLOCATION OF NET ASSETS AVAILABLE FOR BENEFITS TO INVESTMENT FUNDS
The following tables provide supplemental information regarding the net
assets available for benefits by investment fund.
December 31, 1993
-------------------------------------------------------------
SHORT-
GOVERN- INTER-
MENT MEDIATE INTER-
MONEY GOVERN- MEDIATE
MARKET MENT BOND PURITAN
TOTAL FUND FUND FUND FUND
---------- -------- -------- -------- --------
Assets:
Investments, at fair value:
Mutual fund assets $2,249,402 $907,094 $168,313 $ 0 $333,054
Quanex common stock 15,617
---------- -------- -------- -------- --------
2,265,019 907,094 168,313 0 333,054
---------- -------- -------- -------- --------
Deposits with insurance
company, at contract value 281,373
---------- -------- -------- -------- --------
Total 2,546,392 907,094 168,313 0 333,054
Employee contributions
receivable 74,473 24,184 5,945 0 12,298
---------- -------- -------- -------- --------
Net assets available for
benefits $2,620,865 $931,278 $174,258 $ 0 $345,352
========== ======== ======== ======== ========
December 31, 1993
-------------------------------------------------------------
GUARAN-
GROWTH QUANEX TEED
AND COMMON INVEST-
INCOME MAGELLAN OVERSEAS STOCK MENT
FUND FUND FUND FUND CONTRACT
---------- -------- -------- -------- --------
Assets:
Investments, at fair value:
Mutual fund assets $45,120 $658,370 $137,451
Quanex common stock $15,617
------- -------- -------- ------- --------
45,120 658,370 137,451 15,617
------- -------- -------- ------- --------
Deposits with insurance
company, at contract value $281,373
------- -------- -------- ------- --------
Total 45,120 658,370 137,451 15,617 281,373
Employee contributions
receivable 2,619 23,809 4,779 839 0
------- -------- -------- ------- --------
Net assets available for
benefits $47,739 $682,179 $142,230 $16,456 $281,373
======= ======== ======== ======= ========
December 31, 1992
-------------------------------------------------------------
SHORT-
GOVERN- INTER-
MENT MEDIATE INTER-
MONEY GOVERN- MEDIATE
MARKET MENT BOND PURITAN
TOTAL FUND FUND FUND FUND
---------- -------- -------- -------- --------
Assets:
Investments, at fair value:
Mutual fund assets $1,324,613 $737,890 $ 0 $122,552 $141,169
Quanex common stock 6,500
---------- -------- -------- -------- --------
1,331,113 737,890 0 122,552 141,169
---------- -------- -------- -------- --------
Deposits with insurance
company, at contract value 362,774
---------- -------- -------- -------- --------
Total 1,693,887 737,890 0 122,552 141,169
Employee contributions
receivable 63,803 24,217 0 7,738 10,307
---------- -------- -------- -------- --------
Net assets available for
benefits $1,757,690 $762,107 $ 0 $130,290 $151,476
========== ======== ======== ======== ========
December 31, 1992
-------------------------------------------------------------
GUARAN-
GROWTH QUANEX TEED
AND COMMON INVEST-
INCOME MAGELLAN OVERSEAS STOCK MENT
FUND FUND FUND FUND CONTRACT
---------- -------- -------- -------- --------
Assets:
Investments, at fair value:
Mutual fund assets $ 0 $265,744 $57,258
Quanex common stock $6,500
------- -------- ------- ------ --------
0 265,744 57,258 6,500 0
------- -------- -------- ------ --------
Deposits with insurance
company, at contract value $362,774
------- -------- -------- ------ --------
Total 0 265,744 57,258 6,500 362,774
Employee contributions
receivable 0 17,076 3,636 829 0
------- -------- ------- ------ --------
Net assets available for
benefits $ 0 $282,820 $60,894 $7,329 $362,774
======= ======== ======= ====== ========
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ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS TO INVESTMENT FUNDS
The following tables provide supplemental information regarding the change in
net assets available for benefits by investment fund.
DECEMBER 31, 1993
-----------------------------------------------------------------------------------------------------
SHORT-
GOVERN- INTER- GUARAN-
MENT MEDIATE INTER- GROWTH TEED
MONEY GOVERN- MEDIATE AND INVEST-
MARKET MENT BOND PURITAN INCOME MAGELLAN OVERSEAS STOCK MENT
TOTAL FUND FUND FUND FUND FUND FUND FUND FUND CONTRACT
---------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Investment income:
Interest and dividends $ 148,229 $ 24,976 $ 8,423 $ 695 $ 35,791 $ 1,810 $ 51,782 $ 2,034 $ 366 $ 22,352
Net appreciation
(depreciation) In fair
value of investments 72,733 0 (1,528) 1,596 7,138 1,038 37,436 27,849 (796) 0
---------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Total 220,962 24,976 6,895 2,291 42,929 2,848 89,218 29,883 (430) 22,352
---------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Employee contributions 830,367 308,695 83,210 0 131,221 19,410 234,239 44,340 9,252 0
---------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Total additions 1,051,329 333,671 90,105 2,291 174,150 22,258 323,457 74,223 8,822 22,352
---------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Benefit payments 188,154 110,154 9,306 0 12,036 218 18,226 3,273 95 34,846
---------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Fund transfers 0 (54,346) 93,459 (132,581) 31,762 25,699 94,128 10,386 400 (68,907)
---------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Increase in net assets
available for benefits: 863,175 169,171 174,258 (130,290) 193,876 47,739 399,359 81,336 9,127 (81,401)
---------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Net assets available
for benefits:
Beginning of year 1,757,690 762,107 0 130,290 151,476 0 282,820 60,894 7,329 362,774
---------- -------- -------- -------- -------- -------- -------- -------- -------- --------
End of year $2,620,865 $931,278 $174,258 $ 0 $345,352 $ 47,739 $682,179 $142,230 $ 16,456 $281,373
========== ======== ======= ======== ======== ======== ======== ======== ======== ========
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ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS TO INVESTMENT FUNDS
(continued)
DECEMBER 31, 1992
-----------------------------------------------------------------------------------------------------
SHORT-
GOVERN- INTER- GUARAN-
MENT MEDIATE INTER- GROWTH TEED
MONEY GOVERN- MEDIATE AND INVEST-
MARKET MENT BOND PURITAN INCOME MAGELLAN OVERSEAS STOCK MENT
TOTAL FUND FUND FUND FUND FUND FUND FUND FUND CONTRACT
---------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Investment income:
Interest and dividends $ 102,700 $ 22,429 $ 0 $ 6,128 $ 10,192 $ 0 $ 29,236 $ 6,323 $ 102 $ 28,290
Net appreciation
(depreciation) in fair
value of investments (29,049) 0 0 (1,198) 1,555 0 (14,990) (13,051) (1,365) 0
---------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Total 73,651 22,429 0 4,930 11,747 0 14,246 (6,728) (1,263) 28,290
---------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Employee contributions 717,563 291,028 0 92,577 102,638 0 174,290 49,595 7,435 0
---------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Total additions 791,214 313,457 0 97,507 114,385 0 188,536 42,867 6,172 28,290
---------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Benefit payments (71,164) (50,283) 0 (2,628) (552) 0 (1,211) (571) (1,185) (14,734)
---------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Fund transfers 0 (88,135) 0 11,981 13,740 0 56,332 5,313 769 0
---------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Increase in net assets
available for benefits: 720,050 175,039 0 106,860 127,573 0 243,657 47,609 5,756 13,556
---------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Net assets available
for benefits:
Beginning of year 1,037,640 587,068 0 23,430 23,903 0 39,163 13,285 1,573 349,218
---------- -------- -------- -------- -------- -------- -------- -------- -------- --------
End of year $1,757,690 $762,107 $ 0 $130,290 $151,476 $ 0 $282,820 $ 60,894 $ 7,329 $362,774
========== ======== ======= ======== ======== ======== ======== ======== ======== ========
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Item 27a - Schedule of Assets Held for Investment Purposes
EIN: 38-1872178; PN: 015
QUANEX CORPORATION HOURLY BARGAINING UNIT EMPLOYEE SAVINGS PLAN
SUPPLEMENTAL SCHEDULE OF INVESTMENTS
DECEMBER 31, 1993
Shares/ Cost of Current
Par Value Acquisition Value
--------- ----------- ----------
Mutual fund assets:
Fidelity Investments Government Money Market Fund* 907,094 $ 907,094 $ 907,094
Fidelity Investments Short-Intermediate Government Fund* 17,036 169,780 168,313
Fidelity Investments Puritan Fund* 21,146 324,859 333,054
Fidelity Investments Growth and Income Fund* 2,031 44,088 45,120
Fidelity Investments Magellan* 9,292 636,186 658,370
Fidelity Investments Overseas Fund* 5,011 121,763 137,451
---------- ----------
Total mutual fund assets 2,203,770 2,249,402
---------- ----------
Common stock:
Quanex Corporation* 899 17,845 15,617
---------- ----------
Deposits with insurance company:
Metropolitan Life Guaranteed Investment Contract N/A 281,373 281,373
---------- ----------
Total investments $2,502,988 $2,546,392
========== ==========
* Party-in-Interest
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Item 27d - Schedule of Reportable (5%) Transactions
EIN: 38-1872178; PN: 015
QUANEX CORPORATION HOURLY BARGAINING UNIT EMPLOYEE SAVINGS PLAN
SUPPLEMENTAL SCHEDULE OF 5% REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31,1993
Single Transactions
Current Value
of Asset on Net
Purchase Selling Cost of Transaction Gain or
Description of Assets Price Price Asset Date (Loss)
---------------------- --------- ------- ------- ----------- -------
Mutual Fund Assets:
Fidelity Investments*
Short-Intermediate Government Fund $127,488 $127,488
Intermediate Bond Fund $127,488 $126,702 127,488 $786
Series of Transactions
Total
Number of Total Current Value
Purchases Number of of Asset on Net Gain
During Purchase Sales During Selling Transaction or
Description Plan Year Price Plan Year Price Cost of Asset Date (Loss)
----------- ---------- -------- ------------ ------- ------------- ---------- --------
Mutual Fund Assets:
Fidelity Investments*
Government Money Market Fund 68 $409,970 $409,970
52 $240,766 $240,766 240,766 --
Short-intermediate Government Fund 46 219,202 219,202
19 49,362 49,422 49,362 ($60)
Intermediate Bond Fund 3 8,433 8,433
2 132,581 131,804 132,581 777
Puritan Fund 29 204,233 204,233
10 19,486 18,596 19,486 890
Magellan Fund 40 374,401 374,401
11 19,210 18,432 19,210 778
Deposits with Insurance Company:
- - - - - --------------------------------
Guaranteed Investment Contract 21 22,352 22,352
9 103,753 103,753 103,753 --
- - - - - ----------------
*Party-in-Interest
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INDEX TO EXHIBITS
EXHIBIT
NUMBER
23.1 Independent Auditor's Consent
1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
No. 33-46824 of Quanex Corporation on Form S-8 of our report dated April 26,
1994, appearing in this Annual Report on Form 11-K of Quanex Corporation Hourly
Bargaining Unit Employees Savings Plan for the year ended December 31, 1993.
/s/ Deloitte & Touche
- - - - - ------------------------------
DELOITTE & TOUCHE
Houston, Texas
June 27, 1994
