QUANEX CORP
11-K, 1995-06-30
STEEL WORKS, BLAST FURNACES & ROLLING MILLS (COKE OVENS)
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<PAGE>   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, 1994

                             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 Bargaining 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

<PAGE>   2


                          INDEPENDENT AUDITORS' REPORT





The Benefits Committee
Quanex Corporation
Houston, Texas

Re:      Quanex Corporation Hourly Bargaining Unit Employees Savings Plan
                                      
We have audited the accompanying statement of net assets available for benefits
of the Quanex Corporation Hourly Bargaining Unit Employees Savings Plan (the 
"Plan") as of December 31, 1994 and 1993, 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
from 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,
1994 and 1993, 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, 1994 and (2)  5% reportable transactions for the year ended
December 31, 1994 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
of 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
Regulation 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 LLP

May 17, 1995
<PAGE>   3

                               QUANEX CORPORATION
                 HOURLY BARGAINING UNIT EMPLOYEES SAVINGS PLAN

                       STATEMENTS OF NET ASSETS AVAILABLE
                                  FOR BENEFITS



<TABLE>
<CAPTION>
                                                                                   December 31,
                                                                         -----------------------------
                                                                            1994              1993
                                                                         ----------        -----------
<S>                                                                      <C>                <C>
Assets:
  Investments, at fair value -
     Mutual fund assets                                                  $3,406,799         $2,249,402
     Quanex Corporation common stock                                        132,707             15,617
     Common/commingled trust                                                 20,091                  -
                                                                         ----------         ----------
                                                                          3,559,597          2,265,019
  Deposits with insurance company
     at contract value                                                      131,294            281,373
                                                                         ----------         ----------
                 Total                                                    3,690,891          2,546,392
                                                                         ----------         ----------
  Employee contributions receivable                                         117,866             74,473
  Employer contributions receivable                                           6,951                  -
                                                                         ----------         ----------
Net assets available for benefits                                        $3,815,708         $2,620,865
                                                                         ==========         ==========

</TABLE>




                       See notes to financial statements.





<PAGE>   4
                               QUANEX CORPORATION
                 HOURLY BARGAINING UNIT EMPLOYEES SAVINGS PLAN

                 STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE
                                  FOR BENEFITS



<TABLE>
<CAPTION>
                                                                                   December 31,
                                                                         -----------------------------
                                                                            1994               1993
                                                                         ----------         ----------
<S>                                                                      <C>                <C>
Investment income:
         Interest and dividends                                          $  142,094         $  148,229
         Net appreciation (depreciation) in fair
            value of investments                                            (80,190)            72,733
                                                                         ----------         ----------
                          Total                                              61,904            220,962
                                                                         ----------         ----------
Contributions
         Employee                                                         1,157,814            830,367
         Employer                                                            72,075                  -
                                                                         ----------         ----------
                                                                          1,229,889            830,367
                                                                         ----------         ----------
                          Total additions                                 1,291,793          1,051,329
                                                                         ----------         ----------
Benefit payments                                                             96,950            188,154
                                                                         ----------         ----------
Increase in net assets available for benefits                             1,194,843            863,175

Net assets available for benefits:
         Beginning of year                                                2,620,865          1,757,690
                                                                         ----------         ----------
         End of year                                                     $3,815,708         $2,620,865
                                                                         ==========         ==========

</TABLE>




                       See notes to financial statements.
<PAGE>   5
                               QUANEX CORPORATION
                 HOURLY BARGAINING UNIT EMPLOYEES SAVINGS PLAN

                         NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1994 AND 1993

A.       DESCRIPTION OF THE PLAN

         The following 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
         document for more complete information.

         (1)     General.  The Plan, originally named the Quanex Corporation
                 Hourly Employee 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 Company's Board of Directors, serves as the
                 Plan administrator.

         (2)     Contributions.  Participants may elect to contribute up to 15%
                 of their before-tax or after-tax compensation as defined by
                 the Plan agreement.  The Plan was amended effective July 1,
                 1994 to include LaSalle Steel hourly employees.  All plan
                 provisions apply to the LaSalle Steel hourly employees with
                 the addition of an employer matching contribution that does
                 not exceed 5% of the member's considered compensation.  During
                 the 1994 Plan year, LaSalle Steel Company made a Supplemental
                 Employer Contribution of $100 on behalf of each member who was
                 employed by LaSalle Steel Company on May 15, 1994 and also on
                 behalf of each member who is first hired by LaSalle Steel
                 Company after May 15, 1994, and completes 720 hours of
                 service.

         (3)     Participant Accounts.  Each participant's account is credited
                 with the participant's contribution and an allocation of
                 investment income, which is based upon individual participant
                 account balance as of the end of the period in which the
                 income was earned.

         (4)     Investment Options.  The Plan has eight investment funds and a
                 Quanex stock fund managed by the Trustee, as follows:

                 Government Money Market Fund - composed of short-term
                 government obligations.

                 Short-Intermediate Government Fund - invested and reinvested
                 in securities issued by the U.S.  government.

                 Balanced Fund - invested and reinvested in common and
                 preferred stocks and bonds.

                 Growth and Income Fund - invested and reinvested in equity and
                 debt securities of foreign and domestic companies.





<PAGE>   6
                 Magellan Fund - invested and reinvested in equity and debt
                 securities of foreign and domestic companies.

                 Contrafund - invested and reinvested in equities of foreign
                 and domestic companies.

                 Overseas Fund - invested and reinvested in foreign securities.

                 Common/Commingled Trust - invested and reinvested in
                 investment contracts with insurance companies, banks and other
                 financial institutions.

                 Puritan Fund - invested and reinvested in common and preferred
                 stock and bonds.

                 Quanex Corporation Common Stock - invested and reinvested
                 exclusively in the common stock of Quanex Corporation.

                 During 1994, the Short-Intermediate Government Fund was
                 replaced by the Puritan Fund effective July 1, 1994.

                 Additionally, the Plan has investments in a series of
                 guaranteed investment contracts.  Refer to Note C for further
                 discussion.

         (5)     Vesting.  Participants are immediately vested in their
                 contributions and the related earnings.  Vesting in employer's
                 matching contributions for employees is 0% for less than one
                 year of services graduating to 100% for five or more years.
                 Upon death, retirement or total permanent disability, the
                 participant or beneficiary becomes immediately 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 distribution equal
                 to the total 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 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 using the last recorded sales
                 price.

         (3)     Administrative Expenses.  The Company pays all administrative
                 expenses.

         (4)     Payment of Benefits.  Benefits are recorded when paid.
<PAGE>   7
C.       DEPOSITS WITH INSURANCE COMPANY

         In 1989, the Plan entered into a series of guaranteed investment
         contracts with Metropolitan Life Insurance Company ("Metropolitan").
         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 reduced for Plan withdrawals.  The
         contracts are included in the financial statements at the December 31,
         1994 and 1993 contract values as reported to the Plan by Metropolitan.
         A portion of these contracts matured on January 1, 1994.  The
         remainder mature on January 1, 1995.  The contracts provide an
         interest rate of 8.3%.

D.       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 anytime 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.

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 (the "IRS"). The Plan has received a favorable letter
         of tax determination dated June 11, 1990. 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.

F.       RELATED PARTY TRANSACTIONS

         During the years ended December 31, 1994 and 1993, the Plan purchased
         and sold shares of Quanex Corporation common stock, as shown below:

<TABLE>
<CAPTION>
                                  1994                              1993
                                  ----                              ----
                         Shares           Cost             Shares           Cost
                         ------           ----             ------           ----
                          <S>           <C>                 <C>            <C>
                          5,096         $110,023            565            $10,008
</TABLE>

         During the years ended December 31, 1994 and 1993, the Plan sold 194
         and 5 shares of Quanex Corporation common stock for $5,392 (cost
         $4,682) and $95 (cost $108), respectively.

         During the year ended December 31, 1994 and 1993, the Plan purchased
         shares of Fidelity, the Trustee, mutual fund assets as shown below:

<TABLE>
<CAPTION>
                                  1994                              1993
                                  ----                              ----
                         Shares           Cost             Shares           Cost
                         ------           ----             ------           ----
                         <S>            <C>                <C>            <C>
                         824,831        $1,914,365         455,285        $1,216,239
</TABLE>

         During the years ended December 31, 1994 and 1993, the Plan sold
         321,719 and 260,007 shares of Fidelity mutual fund assets for $819,960
         (cost $825,438) and $461,405 (cost $459,020), respectively.





<PAGE>   8
         During the year ended December 31, 1994, the Plan purchased 20,091
         shares (cost $20,091) of Fidelity , the Trustee, Common/Commingled
         Trust.

G.       RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

         Benefits payable are not reportable as liability on the statement of
         net assets available for benefits on the financial statements prepared
         in conformity with generally accepted accounting principles.  See
         reconciliation of financial statements as of December 31, 1994, for
         Form 5500 below:

<TABLE>
<S>                                        <C>
Net assets available for benefits per
     financial statements                  $3,815,708

     Less:   Benefits payable                  22,867
                                           ----------
Net assets available for benefits per
     Form 5500                             $3,792,841
                                           ==========
</TABLE>

         For the year ended December 31, 1994, benefit payments recorded in the
         financial statements totaled $96,950.  Benefit payments in Form 5500
         totaled $119,818.

H.       SUBSEQUENT EVENT

         As of January 1, 1995, Guaranteed Insurance Contract Fund with
         Metropolitan matured.  Effective January 1995, this fund is no longer
         a part of the Plan investment options.
<PAGE>   9
I. ALLOCATION OF NET ASSETS AVAILABLE FOR BENEFITS TO INVESTMENT PROGRAMS
   The following tables provide supplemental information regarding the net
   assets available for benefits by investment fund.


<TABLE>
<CAPTION>
                                                                                   December 31, 1994
- ------------------------------------------------------------------------------------------------------------------------------------
                                                         GOVT.                                                GROWTH               
                                                         MONEY       COMMON\                                   AND                 
                                                         MARKET     COMMINGLED    PURITAN       BALANCED      INCOME     MAGELLAN 
                                            TOTAL         FUND        TRUST         FUND          FUND         FUND        FUND   
                                          ----------   ----------   ----------    --------      --------     --------   ----------
<S>                                       <C>          <C>             <C>         <C>           <C>         <C>        <C>       
Assets                                                                                                                            
   Investments at fair value                                                                                                      
         Mutual fund assets               $3,406,799   $1,551,467                  $479,342      $16,594     $126,277     $990,913
         Quanex common stock                 132,707                                                                              
         Common\commingled trust              20,091                   $20,091                                                    
                                          ----------   ----------      -------     --------      -------     --------   ----------
                                           3,559,597    1,551,467       20,091      479,342       16,594      126,277      990,913
   Deposits with insurance company                                                                                                
        at contract value                    131,294                                                                              
                                          ----------   ----------      -------     --------      -------     --------   ----------
            Total Investments              3,690,891    1,551,467       20,091      479,342       16,594      126,277      990,913
                                                                                                                                  
   Contributions receivable                                                                                                       
   Employer                                    6,951        1,358          640          932          450          666        1,334
   Employee                                  117,866       39,148        4,002       17,910        2,591        6,394       31,876
                                          ----------   ----------      -------     --------      -------     --------   ----------
                                             124,817       40,506        4,642       18,842        3,041        7,060       33,210
                                          ----------   ----------      -------     --------      -------     --------   ----------
                                                                                                                                  
   Net assets available                                                                                                           
         for benefits                     $3,815,708   $1,591,973      $24,733     $498,184      $19,635     $133,337   $1,024,123
                                          ==========   ==========      =======     ========      =======     ========   ==========
                                                                                                                                  
<CAPTION>
                                                                          QUANEX
                                                                          CORP.      GUARANTEED
                                              OVERSEAS      CONTRA-       COMMON     INVESTMENT
                                                FUND         FUND         STOCK       CONTRACT
                                              --------      -------      --------    ----------
<S>                                           <C>           <C>          <C>          <C>
Assets                                   
   Investments at fair value             
         Mutual fund assets                   $221,045      $21,161
         Quanex common stock                                             $132,707
         Common\commingled trust         
                                              --------      -------      --------     --------
                                               221,045       21,161       132,707
   Deposits with insurance company       
        at contract value                                                             $131,294
                                              --------      -------      --------     --------
            Total Investments                  221,045       21,161       132,707      131,294
                                         
   Contributions receivable              
   Employer                                        805          291           475
   Employee                                      9,052        2,663         4,230
                                              --------      -------      --------     --------
                                                 9,857        2,954         4,705
                                              --------      -------      --------     --------
                                         
   Net assets available                  
         for benefits                         $230,902      $24,115      $137,412     $131,294
                                              ========      =======      ========     ========
</TABLE>                                 


<TABLE>
<CAPTION>
                                                                                 December 31, 1993
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                       SHORT-
                                                          GOVT.        INTER-      INTER-                     GROWTH               
                                                          MONEY       MEDIATE     MEDIATE                      AND                 
                                                          MARKET       GOVT.        BOND        PURITAN       INCOME      MAGELLAN 
                                             TOTAL         FUND         FUND        FUND          FUND         FUND         FUND   
                                          ----------     --------     --------    -------       --------      -------     --------
<S>                                       <C>            <C>          <C>           <C>         <C>           <C>         <C>     
Assets:                                                                                                                           
   Investments at fair value                                                                                                      
         Mutual fund assets               $2,249,402     $907,094     $168,313      $0          $333,054      $45,120     $658,370
         Quanex common stock                  15,617                                                                              
                                          ----------     --------     --------      --          --------      -------     --------
                                           2,265,019      907,094      168,313       0           333,054       45,120      658,370
   Deposits with insurance company                                                                                                
       at contract value                     281,373                                                                              
                                          ----------     --------     --------      --          --------      -------     --------
                                                                                                                                  
            Total Investments              2,546,392      907,094      168,313       0           333,054       45,120      658,370
                                                                                                                                  
   Employee contributions receivable          74,473       24,184        5,945       0            12,298        2,619       23,809
                                          ----------     --------     --------      --          --------      -------     --------
                                                                                                                                  
   Net assets available                                                                                                           
         for benefits                     $2,620,865     $931,278     $174,258      $0          $345,352      $47,739     $682,179
                                          ==========     ========     ========      ==          ========      =======     ========
<CAPTION>                                                                                
                                          
                                                             QUANEX
                                                             COMMON      GUARANTEED
                                               OVERSEAS      STOCK       INVESTMENT
                                                 FUND         FUND        CONTRACT
                                               --------      -------     ----------
<S>                                            <C>           <C>          <C>
Assets:                                   
   Investments at fair value              
         Mutual fund assets                    $137,451
         Quanex common stock                                 $15,617
                                               --------      -------      --------
                                                137,451       15,617
   Deposits with insurance company        
       at contract value                                                  $281,373
                                               --------      -------      --------

            Total Investments                   137,451       15,617       281,373
                                          
   Employee contributions receivable              4,779          839
                                               --------      -------      --------
                                          
   Net assets available                   
         for benefits                          $142,230      $16,456      $281,373
                                               ========      =======      ========
</TABLE>                                  



<PAGE>   10


J. ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS TO INVESTMENT
   PROGRAMS
   The following tables provide supplemental information regarding the change
   in net assets available for benefits by investment fund.

<TABLE>
<CAPTION>
                                                                               December 31, 1994
- -----------------------------------------------------------------------------------------------------------------------------------
                                                      GOVT.         QUANEX                                GROWTH                
                                                      MONEY          CORP.       COMMON\                   AND                  
                                                      MARKET        COMMON      COMMINGLED    BALANCED    INCOME       PURITAN   
                                         TOTAL         FUND          STOCK        TRUST         FUND       FUND          FUND    
                                       ----------   ----------      -------     ----------    --------   ---------     --------
<S>                                    <C>          <C>             <C>          <C>          <C>        <C>           <C>      
Investment income:                                                                                                              
     Interest and dividends              $142,094      $50,311       $1,981         $218         $118       $7,167      $33,061 
     Net appreciation (depreciation)                                                                                            
        in fair value of investments      (80,190)           2       11,748            0         (293)      (5,286)     (28,802)
                                       ----------   ----------     --------      -------      -------    ---------     --------
     Total                                 61,904       50,313       13,729          218         (175)       1,881        4,259 
                                       ----------   ----------     --------      -------      -------    ---------     --------
                                                                                                                                
Employer contributions                     72,075       40,897        2,628        3,699        2,602        3,637        5,164 
                                                                                                                                
Employee contributions                  1,157,814      384,265       40,789       20,816       14,912       59,278      174,607 
                                       ----------   ----------     --------      -------      -------    ---------     --------
                                        1,229,889      425,162       43,417       24,515       17,514       62,915      179,771 
                                       ----------   ----------     --------      -------      -------    ---------     --------
                                                                                                                                
     Total additions                    1,291,793      475,475       57,146       24,733       17,339       64,796      184,030 
                                                                                                                                
Benefit payments                           96,950       41,686        3,574            0            0          523       13,530 
                                                                                                                                
Fund transfers                                 (0)     226,906       67,384            0        2,296       21,325      (17,668)
                                       ----------   ----------     --------      -------      -------    ---------     --------
                                                                                                                                
Increase in net assets                                                                                                          
        available for benefits          1,194,843      660,695      120,956       24,733       19,635       85,598      152,832 
                                       ----------   ----------     --------      -------      -------    ---------     --------
                                                                                                                                
Net assets available of benefits:                                                                                               
                                                                                                                                
     Beginning of year                  2,620,865      931,278       16,456            0            0       47,739      345,352 
                                       ----------   ----------     --------      -------      -------    ---------     --------
                                                                                                                                
     End of year                       $3,815,708   $1,591,973     $137,412      $24,733      $19,635     $133,337     $498,184 
                                       ==========   ==========     ========      =======      =======    =========     ========
                                                                                                                                
</TABLE>
<TABLE>
<CAPTION>
                                                                                   SHORT-
                                                                                   INTER-
                                                                                   MEDIATE      GUARANTEED
                                         MAGELLAN      OVERSEAS       CONTRA-       BOND        INVESTMENT
                                           FUND          FUND           FUND        FUND         CONTRACT
                                        ----------     --------       -------     --------      ----------
<S>                                     <C>            <C>            <C>         <C>            <C>
Investment income:                     
     Interest and dividends                $30,363       $3,785            $0       $4,758        $10,332
     Net appreciation (depreciation)   
        in fair value of investments       (45,839)      (3,887)          231       (8,064)             0
                                        ----------     --------       -------     --------       --------
     Total                                 (15,476)        (102)          231       (3,306)        10,332
                                        ----------     --------       -------     --------       --------
                                       
Employer contributions                       7,337        4,515         1,596            0              0
                                       
Employee contributions                     331,770       90,740        14,595       26,042              0
                                        ----------     --------       -------     --------       --------
                                           339,107       95,255        16,191       26,042              0
                                        ----------     --------       -------     --------       --------
                                       
     Total additions                       323,631       95,153        16,422       22,736         10,332
                                       
Benefit payments                            28,461        4,168           214          958          3,836
                                       
Fund transfers                              46,774       (2,313)        7,907     (196,036)      (156,575)
                                        ----------     --------       -------     --------       --------
                                       
Increase in net assets                 
        available for benefits             341,944       88,672        24,115     (174,258)      (150,079)
                                        ----------     --------       -------     --------       --------
                                       
Net assets available of benefits:      
                                       
     Beginning of year                     682,179      142,230             0      174,258        281,373
                                        ----------     --------       -------     --------       --------
                                       
     End of year                        $1,024,123     $230,902       $24,115          ($0)      $131,294
                                        ==========     ========       =======     ========       ========
</TABLE>                               

<PAGE>   11



J. ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS TO INVESTMENT
   PROGRAMS
   (continued)

<TABLE>
<CAPTION>
                                                                                   December 31, 1993
                                       ----------------------------------------------------------------------------------------
                                                                    SHORT-                                                        
                                                       GOVT.        INTER-       INTER-                    GROWTH                 
                                                       MONEY       MEDIATE      MEDIATE                     AND                   
                                                       MARKET       GOVT.         BOND       PURITAN       INCOME      MAGELLAN   
                                          TOTAL         FUND         FUND         FUND         FUND         FUND         FUND     
                                       ----------     --------     --------     --------     --------      -------     --------
<S>                                    <C>            <C>          <C>          <C>          <C>           <C>         <C>       
Investment income:                                                                                                               
     Interest and dividends              $148,229      $24,976       $8,423         $695      $35,791       $1,810      $51,782  
     Net appreciation (depreciation)                                                                                             
        in fair value of investments       72,733            0       (1,528)       1,596        7,138        1,038       37,436  
                                       ----------     --------     --------     --------     --------      -------     --------
                                                                                                                                 
     Total                                220,962       24,976        6,895        2,291       42,929        2,848       89,218  
                                                                                                                                 
Employee contributions                    830,367      308,695       83,210            0      131,221       19,410      234,239  
                                       ----------     --------     --------     --------     --------      -------     --------
                                                                                                                                 
     Total additions                    1,051,329      333,671       90,105        2,291      174,150       22,258      323,457  
                                                                                                                                 
Benefit payments                          188,154      110,154        9,306            0       12,036          218       18,226  
                                                                                                                                 
Fund transfers                                  0      (54,346)      93,459     (132,581)      31,762       25,699       94,128  
                                       ----------     --------     --------     --------     --------      -------     --------
                                                                                                                                 
Increase in net assets                                                                                                           
        available for benefits            863,175      169,171      174,258     (130,290)     193,876       47,739      399,359  
                                       ----------     --------     --------     --------     --------      -------     --------
                                                                                                                                 
Net assets available of benefits:                                                                                                
                                                                                                                                 
     Beginning of year                  1,757,690      762,107            0      130,290      151,476            0      282,820  
                                       ----------     --------     --------     --------     --------      -------     --------
                                                                                                                                 
     End of year                       $2,620,865     $931,278     $174,258           $0     $345,352      $47,739     $682,179  
                                       ==========     ========     ========     ========     ========      =======     ========
                                                                                                                                 
</TABLE>
<TABLE>
<CAPTION>
                                                                   GUARAN-
                                                      QUANEX        TEED
                                                      CORP.        INVEST-
                                        OVERSEAS      COMMON        MENT
                                          FUND        STOCK        CONTRACT
                                        --------      -------      --------
<S>                                     <C>           <C>          <C>
Investment income:                    
     Interest and dividends               $2,034         $366       $22,352
     Net appreciation (depreciation)  
        in fair value of investments      27,849         (796)            0
                                        --------      -------      --------
                                      
     Total                                29,883         (430)       22,352
                                      
Employee contributions                    44,340        9,252             0
                                        --------      -------      --------
                                      
     Total additions                      74,223        8,822        22,352
                                      
Benefit payments                           3,273           95        34,846
                                      
Fund transfers                            10,386          400       (68,907)
                                        --------      -------      --------
                                     
Increase in net assets                
        available for benefits            81,336        9,127       (81,401)
                                        --------      -------      --------
                                      
Net assets available of benefits:     
                                      
     Beginning of year                    60,894        7,329       362,774
                                        --------      -------      --------
                                      
     End of year                        $142,230      $16,456      $281,373
                                        ========      =======      ========
</TABLE>                              




<PAGE>   12
           Item 27a - Schedule of Assets Held for Investment Purposes
                            EIN: 38-1872178; PN 015

                               QUANEX CORPORATION
                             HOURLY BARGAINING UNIT
                             EMPLOYEES SAVINGS PLAN

                      SUPPLEMENTAL SCHEDULE OF INVESTMENTS
                               DECEMBER 31, 1994

<TABLE>
<CAPTION>
                                                            Shares/                           Current
                                                           Par Value           Cost            Value
                                                           ---------           ----           -------
<S>                                                          <C>             <C>              <C>
Mutual fund assets - Fidelity Investments:
Government Money Market Fund*                                1,551,467       $1,551,467       $1,551,467
Balanced Fund*                                                   1,350           16,885           16,594
Puritan Fund*                                                   32,366          500,949          479,342
Growth and Income Fund*                                          5,988          130,410          126,277
Magellan*                                                       14,834        1,013,205          990,913
Contrafund*                                                        699           20,923           21,161
Overseas Fund*                                                   8,097          213,790          221,045
                                                                             ----------       ----------
     Total Mutual Fund Assets                                                 3,447,629        3,406,799
                                                                             ----------       ----------
Quanex Corporation Common Stock*                                 5,801          123,896          132,707
Common/Commingled Trust*                                        20,091           20,091           20,091
Deposits with insurance company:
Metropolitan Life Guaranteed Investment Contract                                131,294          131,294
                                                                             ----------       ----------
     Total investments                                                       $3,722,910       $3,690,891
                                                                             ==========       ==========
</TABLE>

*Party-in-Interest





<PAGE>   13
  Item 27d - Schedule of Reportable (5%) Transactions  EIN 38-1872178;  PN 015

        QUANEX CORPORATION HOURLY BARGAINING UNIT EMPLOYEES SAVINGS PLAN

              SUPPLEMENTAL SCHEDULE OF 5% REPORTABLE TRANSACTIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1994

                             Series of Transactions

<TABLE>
<CAPTION>
                                                                                                      Current
                             Total Number of                 Total Number                            Value on      Net
                             Purchases During   Purchase    of Sales During    Selling     Cost of  Transaction   Gain
Description                     Plan Year         Price        Plan Year        Price       Asset      Date      (Loss)
- -----------                     ---------         -----        --------         -----       -----      ----      ------
<S>                                 <C>       <C>                   <C>      <C>         <C>         <C>         <C>
Metropolitan Life
Short-term Fund                                                      5       $160,105    $160,105    $160,105          0

FMTC Government Reserve             17        $160,142
                                                                    21        160,448     160,448     160,448          0

Quanex Corporation Common Stock     24         110,023
                                                                     5          5,392       4,682       5,392       $710

Puritan Fund                        37         234,282
                                                                    11         60,192      59,192      60,192      1,000

Magellan Fund                       44         449,310
                                                                    12         69,569      70,930      69,569     (1,361)

Contrafund                           9          21,145
                                                                     1            206         214         206         (8)

Growth & Income Fund                27          89,552
                                                                     3          2,989       3,109       2,989       (120)

Overseas Fund                       32         125,729
                                                                     8         42,792      38,247      42,792      4,545
</TABLE>
<PAGE>   14
  Item 27d - Schedule of Reportable (5%) Transactions  EIN 38-1872178;  PN 015

        QUANEX CORPORATION HOURLY BARGAINING UNIT EMPLOYEES SAVINGS PLAN

              SUPPLEMENTAL SCHEDULE OF 5% REPORTABLE TRANSACTIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1994

                             Series of Transactions
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                         Current
                            Total Number of                    Total Number                             Value on        Net
                            Purchases During      Purchase    of Sales During    Selling    Cost of    Transaction      Gain
Description                    Plan Year            Price        Plan Year        Price      Asset        Date         (Loss)
- -----------                    --------           --------    ---------------    -------    -------    -----------     ------
<S>                               <C>             <C>               <C>          <C>        <C>          <C>            <C>
Balanced Fund                     12              $17,337                                                                       
                                                                     2              $448       $450         $448          $(2)  
                                                                                                                                
Government Money Market Fund      58              778,294                                                                       
                                                                    44           133,921    133,921      133,921            0   
                                                                                                                                
Common/Commingled Trust            8               20,091                                                                       
                                                                     0                 0          0            0            0   
                                                                                                                                
Short Intermediate                                                                                                              
Government Fund                   24               38,574                                                                       
                                                                    13           189,290    198,822      189,290       (9,532)  

</TABLE>




<PAGE>   15
                                   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             6/26/95                     /s/ Joseph K. Peery
      ----------------------------------         Joseph K. Peery

<PAGE>   16
                              INDEX TO EXHIBITS

<TABLE>
<CAPTION>
    EXHIBIT
    NUMBER
    <S>              <C>
    23.1             Independent Auditor's Consent

</TABLE>





<PAGE>   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 May 17, 1995,
appearing in this Annual Report on Form 11-K of Quanex Corporation Hourly
Bargaining Unit Employees Savings Plan for the year ended December 31, 1994.



    /s/  Deloitte & Touche LLP
- ---------------------------------
         DELOITTE & TOUCHE LLP

Houston, Texas
June 29, 1994







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