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As filed with the Securities and Exchange Commission on September 29, 1997
Registration Number 333-
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SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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 77027
(713) 961-4600
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
WAYNE M. ROSE
QUANEX CORPORATION
1900 WEST LOOP SOUTH, SUITE 1500
HOUSTON, TEXAS 77027
(713) 961-4600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
MICHAEL W. CONLON
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010-3095
(713) 651-5151
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]____
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]____
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE (1) REGISTRATION FEE
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Common Stock, $.50 par value 200,000 Shares (2) $33.25 $6,650,000 $2,016
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Rights to purchase shares of
Series A Junior Participating
Preferred Stock . . . . . . . . 200,000 (2)
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(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) of the Securities Act of 1933 and based
upon the average of the high and low sale prices of the Common Stock
as reported by the New York Stock Exchange on September 25, 1997.
(2) Includes an indeterminable number of shares of Common Stock and
accompanying Rights issuable as a result of stock splits or similar
transactions.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED SEPTEMBER 29, 1997
PROSPECTUS
200,000 SHARES
QUANEX CORPORATION
COMMON STOCK
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This Prospectus relates to the resale, from time to time, of up to 200,000
shares (the "Shares") of common stock, $.50 par value (the "Common Stock"), of
Quanex Corporation, a Delaware corporation (the "Company"), by NBD Bank, as
trustee (the "Trustee") of the Quanex Corporation Deferred Compensation Trust
(the "Trust") created in connection with the Quanex Corporation Deferred
Compensation Plan (the "Plan"). The Shares have been and will be from time to
time contributed and issued by the Company to the Trust to fund, through a
"rabbi trust" arrangement, the Company's obligations under the Plan. The Shares
will be sold by the Trustee for the account of the Trust to fund, when due,
certain obligations under the Plan. See "The Plan".
The Shares may be offered and sold by the Trustee from time to time
directly or through broker-dealers. The Shares may be sold in one or more
transactions at a fixed price or prices, which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at prices determined on a negotiated or competitive bid basis. See
"Plan of Distribution". The Company will not directly receive any portion of the
proceeds of the sale of the Shares offered hereby and will bear all expenses
incident to their registration. However, the proceeds will be used to fund
obligations of the Company under the Plan.
The Common Stock is traded on the New York Stock Exchange (the "NYSE")
under the symbol "NX". On September 26, 1997, the last reported sales price for
the Common Stock as reported on the NYSE was $33 7/16 per share.
The Shares have not been registered for sale under the securities laws of
any state or jurisdiction as of the date of this Prospectus. Brokers or dealers
effecting transactions in the Shares should confirm the existence of any
exemption from registration or the registration thereof under the securities
laws of the states in which such transactions occur.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Prospectus is September , 1997.
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TABLE OF CONTENTS
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AVAILABLE INFORMATION....................................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............. 3
PRIVATE SECURITIES LITIGATION REFORM ACT.................... 3
THE COMPANY................................................. 4
THE PLAN.................................................... 4
PLAN OF DISTRIBUTION........................................ 5
LEGAL MATTERS............................................... 5
EXPERTS..................................................... 5
</TABLE>
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THE
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE TRUSTEE OR ANY
UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF ANY OFFER TO BUY ANY OF THE SHARES BY ANYONE IN ANY JURISDICTION
IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON
MAKING THE OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. UNDER NO CIRCUMSTANCES
SHALL THE DELIVERY OF THIS PROSPECTUS OR ANY SALE MADE PURSUANT TO THIS
PROSPECTUS CREATE ANY IMPLICATION THAT INFORMATION CONTAINED IN THIS PROSPECTUS
IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information filed by the
Company with the Commission can be inspected at the Public Reference Section of
the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and the Regional Offices of the Commission at Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511, and 7
World Trade Center, New York, New York 10048. Copies of such material can also
be obtained from the Public Reference Section of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Commission maintains an Internet Website at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. Such
reports, proxy and information statements and other information concerning the
Company can also be inspected and copied at the offices of the NYSE, 20 Broad
Street, New York, New York 10005, on which the Common Stock is listed.
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the Common Stock
offered hereby. This Prospectus, which constitutes a part of the Registration
Statement, does not contain all of the information set forth in the Registration
Statement, certain items of which are contained in exhibits to the Registration
Statement as permitted by the rules and regulations of the Commission. For
further information with respect to the Company and the Common Stock offered
hereby, reference is made to the Registration Statement, including the exhibits
thereto, which may be inspected without charge at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the Regional Offices of the Commission, and copies of which
may be obtained from the Commission at prescribed rates. Statements made in this
Prospectus concerning the contents of any document referred to herein are not
necessarily complete. With respect to each such document filed with the
Commission as an exhibit to the Registration Statement, reference is made to the
exhibit for a more complete description of the matter involved, and each such
statement shall be deemed qualified in its entirety by such reference.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
October 31, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
January 31, 1997;
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
April 30, 1997, as amended by Amendment No. 1 to the Company's Form 10-Q on
Form 10-Q/A;
(d) The Company's Quarterly Report on Form 10-Q for the quarter ended
July 31, 1997;
(e) The Company's Current Report on Form 8-K dated May 5, 1997;
(f) The description of the Company's common stock, $.50 par value (the
"Common Stock"), contained in the Prospectus dated January 12, 1981,
included in the Company's Registration Statement (Registration No. 2-70313)
and filed with the Commission pursuant to Rule 424(b) of the Securities
Act; and
(g) The description of the rights to purchase Series A Junior
Participating Preferred Stock (the "Rights") set forth in the Amended and
Restated Certificate of Designation, Preferences and Rights, filed as
Exhibit 1 to Amendment No. 1 to the Company's Form 8-A dated April 28,
1989.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the offering of the Common Stock pursuant hereto
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of the filing of such documents. Any statement
contained in this Prospectus or in a document incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained in this Prospectus or in any other subsequently filed document that
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company undertakes to provide without charge to each person to whom a
copy of this Prospectus has been delivered, upon the written or oral request of
any such person, a copy of any or all of the documents incorporated by reference
herein, other than the exhibits to such documents, unless such exhibits are
specifically incorporated by reference into the information that this Prospectus
incorporates. Written or oral requests for such copies should be directed to the
Company at 1900 West Loop South, Suite 1500, Houston, Texas 77027, Attention:
Secretary (Telephone number: (713) 961-4600).
PRIVATE SECURITIES LITIGATION REFORM ACT
Certain forward looking information incorporated by reference or contained
herein is being provided in accordance with the provisions of the Private
Securities Litigation Reform Act. Such information is subject to certain
assumptions and beliefs based on current information known to the Company and is
subject to factors that could result in actual results differing materially from
those anticipated in the forward looking statements contained in this report.
Such factors include domestic and international economic activity, prevailing
prices of steel and aluminum scrap and other raw material costs, interest rates,
the continuation of countervailing import duties on certain of the Company's
competitors, construction delays, market conditions for the Company's customers,
any material changes in purchases by the principal customers of the Company,
environmental regulations and changes in estimates of costs for known
environmental remediation projects and situations, world-wide political
stability and economic growth, the Company's successful implementation of its
internal operating plans, performance issues with key customers, suppliers and
subcontractors, and regulatory changes and legal proceedings. Accordingly, there
can be no assurance that the forward-looking statements contained herein will
occur or that objectives will be achieved.
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THE COMPANY
Quanex Corporation is a technological leader in the manufacture of
value-added metal products made from carbon and alloy steel and aluminum. The
Company's products include engineered hot rolled carbon and alloy steel bars,
cold finished steel bars, seamless and welded steel tubing, aluminum sheet and
fabricated products. Quanex's products involve various high quality specialized
metal products designed for specific markets and provide greater than average
profit margins. The markets served by the Company include the industrial
machinery and capital equipment industries, the transportation industry
(including auto and truck), energy processing and the home building and
remodeling industries.
Since the mid-1980's Quanex has refocused its strategy from being a
manufacturer principally of steel products with a heavy dependence on energy
markets to a diversified, value-added specialized metals products company
serving a broad range of markets. The Company's future growth strategy is
focused on the continued penetration of higher margin markets for its various
products, the continued expansion of its aluminum products manufacturing
operations, rapid expansion of formed value-added products, and niche
acquisitions. The Company's August 1996 acquisition of the assets of Piper
Impact, Inc., a manufacturer of custom designed, impact extruded aluminum and
steel parts for the transportation industry, is reflective of this strategy.
Quanex also has implemented programs to increase capacity utilization by
selectively producing certain commodity grade products at some of its
facilities.
The Company has invested significantly in technologically advanced
continuous manufacturing processes to meet demanding quality specifications and
to achieve cost efficiencies. In its MacSteel operations, rotary centrifugal
continuous casters are used in an in-line manufacturing process to produce
bearing grade and aircraft quality, seam-free, specialty engineered carbon and
alloy steel bars that enable Quanex to participate in higher margin markets.
The Company was organized in 1927 as a Michigan corporation under the name
of Michigan Seamless Tube Company. The Company reincorporated in Delaware in
1968 under the same name and changed its name to Quanex Corporation in 1977. The
Company's executive offices are located at 1900 West Loop South, Suite 1500,
Houston Texas 77027. References made to the "Company" or "Quanex" include Quanex
Corporation and its subsidiaries unless the contest otherwise requires.
THE PLAN
The Shares are offered hereby for the account of the Trust to fund the
Company's obligations pursuant to the terms of the Plan. The Company authorized
the issuance of up to 200,000 shares of Common Stock to be contributed to the
Trust from time to time pursuant to the terms of the Plan. The Plan, which was
originally established in October 1981, was amended and restated on October 12,
1995, to allow officers and directors of the Company to defer a portion of their
incentive bonuses and director fees, respectively, in accounts denominated in
shares of the Company's Common Stock. The Plan is administered by a committee
whose members are appointed by the Board of Directors of the Company. The Trust
was formed effective as of August 1, 1996, to allow the Company to fund certain
of its obligations under the Plan by delivering Common Stock to the Trustee.
While it is not obligated to do so, the Company has, from time to time,
delivered shares of Common Stock to the Trust concurrently with the accrual of
an equivalent number of shares to a Plan participant's account denominated in
shares of Common Stock.
Pursuant to the terms of the Plan, Common Stock denominated accounts may be
converted into cash or cash accounts under certain circumstances. When a Common
Stock denominated account is so converted, the Trustee may resale the Common
Stock in accordance with the terms of this Prospectus and the Trust to provide
funds for such account.
As of September 25, 1997, the Trust held 38,595 shares of Common Stock,
representing approximately 0.3% of the total outstanding shares of Common Stock.
Because all or a portion of the Shares held by the Trust may be offered for
resale from time to time pursuant to this Prospectus, no estimate can be given
as to the number of shares of Common Stock that will be held by the Trust upon
termination of any such sales.
4
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PLAN OF DISTRIBUTION
The Shares may be sold pursuant to the methods described below from time to
time by or for the account of the Trust on the NYSE or otherwise in one or more
transactions at a fixed price or prices, which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at prices determined on a negotiated or competitive bid basis. The
Shares may be sold by any one or more of the following methods: (a) a block
trade (which may involve crosses) in which the broker or dealer so engaged will
attempt to sell the securities as agent but may position and resell a portion of
the block as principal to facilitate the transaction; (b) purchases by a broker
or dealer as principal; (c) ordinary brokerage transactions and transactions in
which the broker solicits purchasers; and (d) privately negotiated transactions.
The Trustee may effect such transactions by selling Shares through
broker-dealers, and such broker-dealers may receive compensation in the form of
commissions from the Trustee (which commissions will not exceed those customary
in the types of transactions involved). The Trustee and any broker-dealers that
participate in the distribution of the Shares may be deemed to be "underwriters"
within the meaning of the Securities Act in connection with such sales, and any
profit on the sale of Shares by it and any fees and commissions received by any
such broker-dealers may be deemed to be underwriting discounts and commissions.
At the time a particular offering of Common Stock is made hereunder, to the
extent required by law, a Prospectus Supplement will be distributed which will
set forth the amount of Common Stock being offered and the terms of the
offering, including the purchase price, the name or names of any dealers or
agents, the purchase price paid for Common Stock purchased from the Trust and
any items constituting compensation from the Trust.
The Company will not directly receive any portion of the proceeds of the
sale of the Shares offered hereby and will bear all expenses in connection with
the registration and qualification of the Shares. However, the proceeds will be
used to fund the obligations of the Company under the Plan.
LEGAL MATTERS
In connection with the Common Stock offered hereby, the validity of the
Shares being offered will be passed upon for the Company by Fulbright & Jaworski
L.L.P., Houston, Texas.
EXPERTS
The Company's consolidated financial statements as of October 31, 1996 and
1995, and for each of the three years in the period ended October 31, 1996,
incorporated by reference into this Prospectus and the Registration Statement
have been audited by Deloitte & Touche LLP, independent public accountants, as
indicated in their report with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said report.
5
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with this offering are:
<TABLE>
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Securities and Exchange Commission Registration Fee . . . . . . . . . . . . . . . $ 2,010
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000
Blue Sky Fees and Expenses (including legal fees) . . . . . . . . . . . . . . . . 1,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,990
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TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 20,000
=========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation has the power to indemnify a director, officer,
employee or agent of the corporation and certain other persons serving at the
request of the corporation in related capacities against amounts paid and
expenses incurred in connection with an action or proceeding to which he is, or
is threatened to be made, a party by reason of such position, if such person
shall have acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and, in any criminal
proceeding, if such person had no reasonable cause to believe his conduct was
unlawful; provided that, in the case of actions brought by or in the right of
the corporation, no indemnification shall be made with respect to any matter as
to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances.
The Company's Restated Certificate of Incorporation eliminates the
personal monetary liability of a director to the Company and its stockholders
for breach of his fiduciary duty of care as a director to the extent currently
allowed under the Delaware General Corporation Law. Article XVII of the
Company's Restated Certificate of Incorporation provides that a director of the
Company shall not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) based on
the payment of an improper dividend or an improper repurchase of the Company's
stock under Section 174 of the General Corporation Law of the State of
Delaware, or (iv) for any transaction from which the director derived an
improper personal benefit.
The Amended and Restated Bylaws of the Company provide that, under
certain circumstances, the Company is required to indemnify any person who was,
is, or is threatened to be made a party in any action, suit or proceeding
because such person is or was a director or officer of the Company. The
Company's Amended and Restated Bylaws were amended in February 1987 to provide
for indemnification by the Company of its officers and directors to the fullest
extent authorized by the General Corporation Law of the State of Delaware.
This right to indemnification under the Company's Amended and Restated Bylaws
is a contract right, and requires the Company to provide for the payment of
expenses in advance of the final disposition of any suit or proceeding brought
against the director or officer of the Company in his official capacity as
such, provided that such director or officer delivers to the Company an
undertaking to repay any amounts advanced if it is ultimately determined that
such director or officer is not entitled to indemnification. The Company also
maintains a directors' and officers' liability insurance policy.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, or otherwise, the Company has
been informed that in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
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ITEM 16. EXHIBITS.
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4.1 -- Restated Certificate of Incorporation of the Company, as amended on February 27, 1997, as filed as
Exhibit 4.1 to the Company's Registration Statement on Form S-8, Registration No. 333-22977 and
incorporated herein by reference.
4.2 -- Amended and Restated Bylaws of the Company, as amended through December 12, 1996, filed as Exhibit
3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1996, and
incorporated herein by reference.
4.3 -- Form of the Company's Common Stock certificate, filed as Exhibit 4.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended April 30, 1987, and incorporated herein by reference.
4.4 -- Amended and Restated Rights Agreement between the Company and Manufacturers Hanover Trust Company,
as Rights Agent, filed as Exhibit 1 to Amendment No. 1 to the Company's Form 8-A dated April 28,
1989, and incorporated herein by reference.
4.5 -- Amended and Restated Certificate of Designation, Preferences and Rights of the Company's Series A
Junior Participating Preferred Stock, filed as Exhibit 1 to Amendment No. 1 to the Company's Form
8-A dated April 28, 1989, and incorporated herein by reference.
4.5 -- Form of Indenture relating to the Company's 6.88% Cumulative Subordinated Debentures due 2007
between the Company and Chemical Bank, as Trustee, filed as Exhibit 19.2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended April 30, 1992, and incorporated herein by reference.
4.6 -- $250,000,000 Revolving Credit and Term Loan Agreement dated as of July 23, 1996, among the Company,
Comerica Bank, as Agent, and Harris Trust and Savings Bank and Wells Fargo Bank (Texas), N.A., as
Co-Agents, filed as Exhibit 4.1 to the Company's Report on Form 8-K, dated August 9, 1996, and
incorporated herein by reference.
4.7 -- Quanex Corporation Deferred Compensation Plan, as amended and restated, filed as Exhibit 10.6 to
the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1995, and
incorporated herein by reference.
*4.8 -- Quanex Corporation Deferred Compensation Trust.
*5.1 -- Opinion of Fulbright & Jaworski L.L.P.
*23.1 -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
*23.2 -- Consent of Deloitte & Touche LLP.
*24.1 -- Powers of Attorney from certain members of the Board of Directors of the Company (contained on page
II-5 and II-6 hereof).
</TABLE>
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* Filed herewith.
As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Company
has not filed with this Registration Statement certain instruments defining the
rights of holders of long-term debt of the Company and its subsidiaries because
the total amount of securities authorized under any of such instruments does
not exceed 10% of the total assets of the Company and its subsidiaries on a
consolidated basis. The Company agrees to furnish a copy of any such agreement
to the Commission upon request.
ITEM 17. UNDERTAKINGS.
The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment hereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any
II-2
<PAGE> 9
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such
information in this Registration Statement;
Provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference
in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the Securities Act or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on September 26, 1997.
QUANEX CORPORATION
By: /s/ Vernon E. Oechsle
-----------------------------------
Vernon E. Oechsle
Director, President and
Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert C. Snyder, Vernon E. Oechsle and
Wayne M. Rose, and each of them, either one of whom may act without joinder of
the other, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, and each of them, or the substitute
or substitutes of any or all of them, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert C. Snyder Director and September 26, 1997
------------------------------------------ Chairman of the Board
Robert C. Snyder
/s/ Vernon E. Oechsle Director, President and September 26, 1997
------------------------------------------ Chief Executive Officer
Vernon E. Oechsle (Principal Executive Officer)
/s/ James H. Davis Executive Vice President and September 26, 1997
------------------------------------------ Chief Operating Officer
James H. Davis (Principal Operating Officer)
</TABLE>
II-4
<PAGE> 11
<TABLE>
<S> <C> <C>
/s/ Carl E. Pfeiffer Director September 26, 1997
------------------------------------------
Carl E. Pfeiffer
/s/ Gerald B. Haeckel Director September 26, 1997
------------------------------------------
Gerald B. Haeckel
/s/ John D. O'Connell Director September 26, 1997
------------------------------------------
John D. O'Connell
/s/ Donald G. Barger, Jr. Director September 26, 1997
------------------------------------------
Donald G. Barger, Jr.
/s/ Vincent R. Scorsone Director September 26, 1997
------------------------------------------
Vincent R. Scorsone
/s/ Michael J. Sebastian Director September 26, 1997
------------------------------------------
Michael J. Sebastian
/s/ Wayne M. Rose Vice President-Finance and September 26, 1997
------------------------------------------ Chief Financial Officer
Wayne M. Rose (Principal Financial Officer)
/s/ Viren M. Parikh Controller September 26, 1997
------------------------------------------ (Principal Accounting Officer)
Viren M. Parikh
</TABLE>
II-5
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Number Exhibit
------ -------
<S> <C>
4.8 Quanex Corporation Deferred Compensation Trust.
5.1 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1 Powers of Attorney from certain members of the Board of Directors of the Company
(contained on page II-5 and II-6 hereof).
</TABLE>
<PAGE> 1
EXHIBIT 4.8
QUANEX CORPORATION
DEFERRED COMPENSATION TRUST
This Agreement made by and between QUANEX CORPORATION (the
"Company") and NBD Bank (the "Trustee");
WHEREAS, Company has adopted the nonqualified deferred
compensation Plan named "Quanex Corporation Deferred Compensation Plan" (the
"Plan");
WHEREAS, Company has incurred or expects to incur liability
under the terms of such Plan with respect to the individuals participating in
such Plan;
WHEREAS, Company wishes to establish a trust (the "Trust") and
to contribute to the Trust assets that shall be held therein, subject to the
claims of Company's creditors in the event of Company's Insolvency, as herein
defined, until paid to Plan participants and their beneficiaries in such manner
and at such times as specified in the Plan;
WHEREAS, it is the intention of the parties that this Trust
shall constitute an unfunded arrangement and shall not affect the status of the
Plan as an unfunded plan maintained for the purpose of providing deferred
compensation for a select group of management or highly compensated employees
for purposes of Title I of the Employee Retirement Income Security Act of 1974;
WHEREAS, it is the intention of Company to make contributions
to the Trust to provide itself with a source of assets to assist it in the
meeting of its liabilities under the Plan;
NOW, THEREFORE, the parties do hereby establish the Trust and
agree that the Trust shall be comprised, held and disposed of as follows:
<PAGE> 2
SECTION 1. ESTABLISHMENT OF TRUST
(a) Company hereby deposits with Trustee in trust 1,925 shares of
the common stock of the Company which shall become the principal of the Trust
to be held, administered and disposed of by Trustee as provided in this Trust
Agreement.
(b) The Trust hereby established shall be irrevocable.
(c) The Trust is intended to be a grantor trust, of which Company
is the grantor, within the meaning of subpart E, part I, subchapter J, chapter
1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be
construed accordingly.
(d) The principal of the Trust, and any earnings thereon shall be
held separate and apart from other assets of Company and shall be used
exclusively for the uses and purposes of Plan participants and general
creditors as herein set forth. Plan participants and their beneficiaries shall
have no preferred claim on, or any beneficial ownership interest in, any assets
of the Trust. Any rights created under the Plan and this Trust Agreement shall
be mere unsecured contractual rights of Plan participants and their
beneficiaries against Company. Any assets held by the Trust will be subject to
the claims of Company's general creditors under federal and state law in the
event of Insolvency, as defined in Section 3(a) herein.
(e) Company, in its sole discretion, may at any time, or from time
to time, make additional deposits of cash, shares of common stock of Company or
other property in trust with Trustee to augment the principal, which together
with the assets purchased with earnings on the principal of the Trust, shall be
held, administered and disposed of by Trustee as provided in this Trust
Agreement. Neither Trustee nor any Plan participant or beneficiary shall have
any right to compel such additional deposits except as provided in Section
1(f).
-2-
<PAGE> 3
(f) Upon a Change of Control, Company shall, as soon as possible,
but in no event longer than 30 days following the Change of Control, as defined
herein, make an irrevocable contribution to the Trust in an amount that is
sufficient to distribute each Plan participant or beneficiary the benefits to
which Plan participants or their beneficiaries would be entitled pursuant to
the terms of the Plan as of the date on which the Change of Control occurred.
SECTION 2. PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES.
(a) Company shall deliver to Trustee a schedule (the "Payment
Schedule") that indicates the amounts payable or assets distributable in
respect of each Plan participant (and his or her beneficiaries), that provides
a formula or other instruction, acceptable to Trustee for determining the
amounts or assets so payable or distributable, the form in which such amount or
asset is to be paid or distributed (as provided for or available under the
Plan), and the time of commencement for payment or distribution of such amounts
or assets. Except as otherwise provided herein, Trustee shall make payments or
distributions to the Plan participants and their beneficiaries in accordance
with such Payment Schedule. The Trustee shall make provision for the reporting
and withholding of any federal, state or local taxes that may be required to be
withheld with respect to the payment or distribution of benefits pursuant to
the terms of the Plan and shall pay amounts withheld to the appropriate taxing
authorities or determine that such amounts have been reported, withheld and
paid by Company.
(b) The entitlement of a Plan participant or his or her
beneficiaries to benefits under the Plan shall be determined by Company or such
party as it shall designate under the Plan, and any claim for such benefits
shall be considered and reviewed under the procedures set out in the Plan.
-3-
<PAGE> 4
(c) Company may distribute benefits directly to Plan participants
or their beneficiaries as they become due under the terms of the Plan. Company
shall notify Trustee of its decision to distribute benefits directly prior to
the time amounts are payable to participants or their beneficiaries. In
addition, if the principal of the Trust, and any earnings thereon, are not
sufficient to make distributions of benefits in accordance with the terms of
the Plan, Company shall make the balance of each such distribution as it falls
due. Trustee shall notify Company where assets (principal and earnings) are
not sufficient.
SECTION 3. TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST
BENEFICIARY WHEN COMPANY IS INSOLVENT.
(a) Trustee shall cease distribution of benefits to Plan
participants and their beneficiaries if the Company is Insolvent. Company
shall be considered "Insolvent" for purposes of this Trust Agreement if (i)
Company is unable to pay its debts as they become due, or (ii) Company is
subject to a pending proceeding as a debtor under the United States Bankruptcy
Code.
(b) At all times during the continuance of this Trust, as provided
in Section 1(d) hereof, the principal and income of the Trust shall be subject
to claims of general creditors of Company under federal and state law as set
forth below.
(1) The Board of Directors and the Chief Executive
Officer of Company shall have the duty to inform Trustee in writing of
Company's Insolvency. If a person claiming to be a creditor of
Company alleges in writing to Trustee that Company has become
Insolvent, Trustee shall determine whether Company is Insolvent and,
pending such determination, Trustee shall discontinue distribution of
benefits to Plan participants or their beneficiaries.
-4-
<PAGE> 5
(2) Unless Trustee has actual knowledge of Company's
Insolvency, or has received notice from Company or a person claiming
to be a creditor alleging that Company is Insolvent, Trustee shall
have no duty to inquire whether Company is Insolvent. Trustee may in
all events rely on such evidence concerning Company's solvency as may
be furnished to Trustee and that provides Trustee with a reasonable
basis for making a determination concerning Company's solvency.
(3) If at any time Trustee has determined that Company is
Insolvent, Trustee shall discontinue distributions to Plan
participants or their beneficiaries and shall hold the assets of the
Trust for the benefit of Company's general creditors. Nothing in this
trust Agreement shall in any way diminish any rights of Plan
participants or their beneficiaries to pursue their rights as general
creditors of Company with respect to benefits due under the Plan or
otherwise.
(4) Trustee shall resume the distribution of benefits to
Plan participants or their beneficiaries in accordance with Section 2
of this Trust Agreement only after Trustee has determined that Company
is not Insolvent (or is no longer Insolvent).
(c) Provided that there are sufficient assets, if Trustee
discontinues the distribution of benefits from the Trust pursuant to Section
3(b) hereof and subsequently resumes such distributions, the first distribution
following such discontinuance shall include the aggregate amount of all
distributions due to Plan participants or their beneficiaries under the terms
of the Plan for the period of such discontinuance, less the aggregate amount of
any distributions made to Plan participants or their beneficiaries
-5-
<PAGE> 6
by Company in lieu of the distributions provided for hereunder during any such
period of discontinuance.
SECTION 4. PAYMENTS TO COMPANY.
Except as provided in Section 3 hereof or the terms of the
Plan, after the Trust has become irrevocable, Company shall have no right or
power to direct Trustee to return to Company or to divert to others any of the
Trust assets before all distributions of benefits have been made to Plan
participants and their beneficiaries pursuant to the terms of the Plan.
SECTION 5. INVESTMENT AUTHORITY.
(a) Trustee may invest in securities (including stock or rights to
acquire stock) or obligations issued by Company. All rights associated with
assets of the Trust shall be exercised by Trustee or the person designated by
Trustee, and shall in no event be exercisable by or rest with Plan
participants. However, the Trustee shall have no investment authority with
respect to Company stock that is contributed to the Trust by the Company in
accordance with the terms of the Plan. The Trustee shall hold such Company
stock until the Company directs the Trustee to dispose of such Company stock.
Any such direction shall be in writing and shall specify the number of shares
to be sold.
(b) Company shall have the right at anytime, and from time to time
in its sole discretion, to substitute assets of equal fair market value for any
asset held by the Trust. This right is exercisable by Company in a
nonfiduciary capacity without the approval or consent of any person in a
fiduciary capacity.
-6-
<PAGE> 7
SECTION 6. DISPOSITION OF INCOME.
During the term of this Trust, all income received by the
Trust, net of expenses and taxes, shall be accumulated and reinvested.
SECTION 7. ACCOUNTING BY TRUSTEE.
Trustee shall keep accurate and detailed records of all
investments, receipts, disbursements, and all other transactions required to be
made, including such specific records as shall be agreed upon in writing
between Company and Trustee. Within 90 days following the close of each fiscal
year of the Trust (November 1 - October 31) and within 90 days after the
removal or resignation of Trustee, Trustee shall deliver to Company a written
account of its administration of the Trust during such year or during the
period from the close of the last preceding year to the date of such removal or
resignation, setting forth all investments, receipts, disbursements and other
transactions effected by it, including a description of all securities and
investments purchased and sold with the cost or net proceeds of such purchases
or sales (accrued interest paid or receivable being shown separately), and
showing all cash, securities and other property held in the Trust at the end of
such year or as of the date of such removal or resignation, as the case may be.
SECTION 8. RESPONSIBILITY OF TRUSTEE.
(a) Trustee shall act with the care, skill, prudence and diligence
under the circumstances then prevailing that a prudent person acting in like
capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims; provided, however, that
Trustee shall incur no liability to any person for any action taken pursuant to
a direction, request or approval given by Company which is contemplated by, and
in conformity with, the terms of the Plan or this Trust
-7-
<PAGE> 8
and is given in writing by Company. In the event of a dispute between Company
and a party, Trustee may apply to a court of competent jurisdiction to resolve
the dispute.
(b) If Trustee undertakes or defends any litigation arising in
connection with this Trust, Company agrees to indemnify Trustee against
Trustee's costs, expenses and liabilities (including, without limitation,
attorneys' fees and expenses) relating thereto and to be primarily liable for
such payments. If Company does not pay such costs, expenses and liabilities in
a reasonably timely manner, Trustee may obtain payment from the Trust.
(c) Trustee may consult with legal counsel (who may also be
counsel for Company generally) with respect to any of its duties or obligations
hereunder.
(d) Trustee may hire agents, accountants, actuaries, investment
advisors, financial consultants or other professionals to assist it in
performing any of its duties or obligations hereunder.
(e) Trustee shall have, without exclusion, all powers conferred on
Trustees by applicable law, unless expressly provided otherwise herein;
provided, however, that if an insurance policy is held as an asset of the
Trust, Trustee shall have no power to name a beneficiary of the policy other
than the Trust, to assign the policy (as distinct from conversion of the policy
to a different form) other than to a successor Trustee, or to loan to any
person the proceeds of any borrowing against such policy.
(f) Notwithstanding any powers granted to Trustee pursuant to this
Trust Agreement or to applicable law, Trustee shall not have any power that
could give this Trust the objective of carrying on a business and dividing the
gains therefrom, within the meaning of section 301.7701-2 of the Procedure and
Administrative Regulations promulgated pursuant to the Internal Revenue Code.
-8-
<PAGE> 9
SECTION 9. COMPENSATION AND EXPENSES OF TRUSTEE.
Company shall pay all administrative and Trustee's fees and
expenses. If not so paid, the fees and expenses shall be paid from the Trust.
SECTION 10. RESIGNATION AND REMOVAL OF TRUSTEE.
(a) Trustee may resign at any time by written notice to Company,
which shall be effective 90 days after receipt of such notice unless Company
and Trustee agree otherwise.
(b) Trustee may be removed by Company on 90 days notice or upon
shorter notice accepted by Trustee.
(c) Upon a Change of Control, as defined herein, Trustee may not
be removed by Company for three years.
(d) If Trustee resigns within three years after a Change of
Control, as defined herein, Company shall apply to a court of competent
jurisdiction for the appointment of a successor Trustee or for instructions.
(e) Upon resignation or removal of Trustee and appointment of a
successor Trustee, all assets shall subsequently be transferred to the
successor Trustee. The transfer shall be completed within 90 days after
receipt of notice of resignation, removal or transfer, unless Company extends
the time limit.
(f) If Trustee resigns or is removed, a successor shall be
appointed, in accordance with Section 11 hereof, by the effective date of
resignation or removal under paragraph (a) or (b) of this section. If no such
appointment has been made, Trustee may apply to a court of competent
jurisdiction for appointment of a successor or for instructions. All expenses
of Trustee in connection with the proceeding shall be allowed as administrative
expenses of the Trust.
-9-
<PAGE> 10
SECTION 11. APPOINTMENT OF SUCCESSOR.
(a) If Trustee resigns or is removed in accordance with Section
10(a) or (b) hereof, Company may appoint any third party, such as a bank trust
department or other party that may be granted corporate trustee powers under
state law, as a successor to replace Trustee upon resignation or removal. The
appointment shall be effective when accepted in writing by the new Trustee, who
shall have all of the rights and powers of the former Trustee, including
ownership rights in the Trust assets. The former Trustee shall execute any
instrument necessary or reasonably requested by Company or the successor
Trustee to evidence the transfer.
(b) The successor Trustee need not examine the records and acts of
any prior Trustee and may retain or dispose of existing Trust assets, subject
to Sections 7 and 8 hereof. The successor Trustee shall not be responsible for
and Company shall indemnify and defend the successor Trustee from any claim or
liability resulting from any action or inaction of any prior Trustee or from
any other past event, or any condition existing at the time it becomes
successor Trustee.
SECTION 12. AMENDMENT OR TERMINATION.
(a) This Trust Agreement may be amended by a written instrument
executed by Trustee and Company. Notwithstanding the foregoing, no such
amendment shall conflict with the terms of the Plan or shall make the Trust
revocable.
(b) The Trust shall not terminate until the date on which Plan
participants and their beneficiaries are no longer entitled to benefits
pursuant to the terms of the Plan. Upon termination of the Trust any assets
remaining in the Trust shall be returned to Company.
-10-
<PAGE> 11
(c) Upon written approval of participants or beneficiaries
entitled to payment of benefits pursuant to the terms of the Plan, Company may
terminate this Trust prior to the time all benefit payments under the Plan have
been made. All assets in the Trust at termination shall be returned to
Company.
SECTION 13. MISCELLANEOUS.
(a) Any provision of this Trust Agreement prohibited by law shall
be ineffective to the extent of any such prohibition, without invalidating the
remaining provisions hereof.
(b) Benefits payable to Plan participants and their beneficiaries
under this Trust Agreement may not be anticipated, assigned (either at law or
in equity), alienated, pledged, encumbered or subjected to attachment,
garnishment, levy, execution or other legal or equitable process.
(c) This Trust Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.
(d) For purposes of this Trust, Change of Control shall mean the
occurrence of one or more of the following events:
(1) Any "person", including a "syndication" or "group" as
those terms are used in Section 13(d)(3) of the Securities Act, is or
becomes the beneficial owner, directly or indirectly, of securities of
the Company representing 20% or more of the combined voting power of
the Company's then outstanding Voting Securities;
(2) The Company is merged or consolidated with another
corporation and immediately after giving effect to the merger or
consolidation either (i) less than 80% of the outstanding Voting
Securities of the surviving or resulting entity
-11-
<PAGE> 12
are then beneficially owned in the aggregate by (x) the stockholders
of the Company immediately prior to such merger or consolidation, or
(y) if a record date has been set to determine the stockholders of the
Company entitled to vote on such merger or consolidation, the
stockholders of the Company as of such record date, or (ii) the Board
of Directors, or similar governing body, of the surviving or resulting
entity does not have as a majority of its members the persons
specified in clause (3)(i) and (ii) below;
(3) If at any time the following do not constitute a
majority of the Board of Directors of the Company (or any successor
entity referred to in clause (2) above):
(i) persons who are directors of the Company on
January 1, 1995; and
(ii) persons who, prior to their election as a
director of the Company (or successor entity if applicable)
were nominated, recommended or endorsed by a formal resolution
of the Board of Directors of the Company;
(4) If at any time during a calendar year a majority of
the directors of the Company are not persons who were directors at the
beginning of the calendar year; and
(5) The Company transfers substantially all of its assets
to another corporation which is a less than 80% owned subsidiary of
Quanex.
(e) For purposes of this Trust "Voting Securities" means any
security which ordinarily possesses the power to vote in the election of the
Board of Directors without the happening of any precondition or contingency.
-12-
<PAGE> 13
SECTION 14. EFFECTIVE DATE.
The effective date of this Trust Agreement shall be August 1, 1996.
-13-
<PAGE> 14
IN WITNESS WHEREOF, the Company and the Trustee have caused their duly
authorized officers to execute this Agreement.
QUANEX CORPORATION
By /s/ Joseph K. Peery
------------------------------------
COMPANY
Date: September 26, 1996
---------------------------------
NBD BANK
By /s/ J. W. Dunham
------------------------------------
TRUSTEE
Date: October 3, 1996
---------------------------------
-14-
<PAGE> 1
EXHIBIT 5.1
[FULBRIGHT & JAWORSKI L.L.P. Letterhead]
September 26, 1997
Quanex Corporation
1900 West Loop South, Suite 1500
Houston, Texas 77027
Ladies and Gentlemen:
We have acted as counsel for Quanex Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933 of the resale of up to 200,000 shares of the Company's
common stock, $.50 par value (the "Shares"), upon the terms and subject to the
conditions set forth in the Quanex Corporation Deferred Compensation Plan (the
"Plan") and in the Company's Registration Statement on Form S-3 covering the
Shares (the "Registration Statement") filed with the Securities and Exchange
Commission.
In connection therewith, we have examined the Registration Statement,
originals or copies certified or otherwise identified to our satisfaction of
the Restated Certificate of Incorporation of the Company, the Amended and
Restated By-laws of the Company, the Plan, the corporate proceedings with
respect to the offering of the Shares and such other documents and instruments
as we have deemed necessary or appropriate for the expression of the opinions
contained herein.
We have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to us as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to us as copies, the authenticity and completeness of the originals
of those records, certificates and other instruments submitted to us as copies
and the correctness of all statements of fact contained in all records,
certificates and other instruments that we have examined.
Based on the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the
Shares proposed to be offered have been duly and validly authorized and, when
issued in accordance with the terms of the Plan, will be duly and validly
issued, fully paid and nonassessable.
The opinions expressed herein relate solely to, are based solely upon
and are limited exclusively to the laws of the State of Texas, the Delaware
General Corporation Law and the federal laws of the United States of America,
to the extent applicable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus included as part of the Registration Statement.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
Fulbright & Jaworski L.L.P.
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Quanex Corporation on Form S-3 of our report dated November 22, 1996, appearing
in the Annual Report on Form 10-K of Quanex Corporation for the year ended
October 31, 1996 and to the reference to us under the heading "Experts" in the
Prospectus, which is a part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Houston, Texas
September 26, 1997
