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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) November 30, 2000
QUANEX CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 1-5725 38-1872178
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(State or other jurisdiction of Commission File Number (I.R.S. Employer
incorporation or organization) Identification No.)
1900 West Loop South, Suite 1500, Houston, Texas 77027
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (713) 961-4600
No Change
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(Former name or former address, if changed since last report)
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Item 2 - Acquisition or Disposition of Assets
On November 30, 2000, pursuant to Acquisition Agreement and Plan of Merger
("Agreement") dated October 23, 2000, between Quanex Corporation ("Parent" or
"Company"), Quanex Five, Inc., a Delaware corporation and wholly owned
subsidiary of Parent ("Sub"), and Temroc Metals, Inc., a Minnesota corporation
("Temroc"), the Company completed the merger between Sub and Temroc, whereby
Temroc, as a surviving corporation, became a wholly owned subsidiary of the
Company. Pursuant to the Agreement, the Company paid approximately $21 million
in cash for all the Class A and Class B stock of Temroc outstanding on the date
of the merger.
Temroc has production facilities in Hammel, Minnesota, where it manufactures
customized aluminum extrusions and fabricated metal products for recreational
vehicles, architectural products, electronics and other markets. Temroc had net
sales of $26.5 million and $25.9 million, respectively, for the years ended
December 31, 1999 and 1998. It's net sales for the ten-month period ended
October 31, 2000, were $23.8 million. Temroc will become part of the Company's
Engineered Products Group and will continue to operate as a manufacturer of
aluminum extrusions and fabricated metal products.
The purchase price will be allocated to the assets and liabilities of Temroc
based on their estimated fair values. The Company anticipates that the purchase
price and associated acquisition expenses will exceed the fair value of Temroc's
net assets, with the excess to be recorded as goodwill.
To finance the acquisition, the Company borrowed against its existing $250
million unsecured revolving credit and term loan facility with a group of six
banks.
Item 7 - Financial Statements and Exhibits
Exhibits:
Exhibit 2.1 Acquisition Agreement and Plan of Merger, dated October 23 2000,
between Quanex Corporation ("Company"), Quanex Five, Inc., a
Delaware corporation and wholly owned subsidiary of the Company,
and Temroc Metals, Inc., a Minnesota corporation.
Exhibit 3.1 First Amendment to Agreement and Plan of Merger.
Exhibit 99 Press Release dated November 30, 2000, announcing the completion
of the purchase of Temroc Metals, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
QUANEX CORPORATION
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Registrant
Date: December 8, 2000 /s/ Terry M. Murphy
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Terry M. Murphy
Vice President and Chief Financial Officer
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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2.1 Acquisition Agreement and Plan of Merger, dated
October 23, 2000, between Quanex Corporation
("Company"), Quanex Five, Inc., a Delaware corporation
and wholly owned subsidiary of the Company, and Temroc
Metals, Inc., a Minnesota corporation.
3.1 First Amendment to Agreement and Plan of Merger.
99 Press Release dated November 30, 2000, announcing the
completion of the purchase of Temroc Metals, Inc.
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