<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
(Amendment No. 1)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For The Fiscal Year Ended September 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____________ to ______________
COMMISSION FILE NUMBER 1-10651
MAVERICK TUBE CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 43-1455766
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
16401 Swingley Ridge Road, Seventh Floor
Chesterfield, Missouri 63017-4800
(Address of principal executive offices) (Zip Code)
(314) 733-1600
(Registrant's telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
Preferred Share Purchase Rights
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes XX No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ( )
The aggregate market value of the 15,301,072 shares of Common Stock held by
non-affiliates of the Registrant as of December 10 was $85,119,864 based upon
the closing price as reported on the NASDAQ National Market on that date. As of
December 10, 1998, the Registrant had 15,437,474 outstanding shares of Common
Stock.
----------------------------------
DOCUMENTS INCORPORATED BY REFERENCE
As provided herein, portions of the documents listed below are incorporated
herein by reference:
Document Part - Form 10-K
Annual Report to Stockholders for the Fiscal
Year Ended September 30, 1998 Parts I, II and IV
Proxy Statement for the 1999 Annual Meeting of Stockholders Part III
PART IV
ITEM 14
EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
a. 1. Financial Statements
The following consolidated financial statements of Maverick Tube
Corporation and Subsidiaries, included in the Annual Report of the
Registrant to its shareholders for the year ended September 30,
1998, are incorporated herein by reference in Item 8:
Report of Independent Auditors.
Consolidated Balance Sheets as of September 30, 1998 and 1997.
Consolidated Statements of Operations for the years ended
September 30, 1998, 1997 and 1996.
Consolidated Statements of Stockholders' Equity for the years
ended September 30, 1998, 1997 and 1996.
Consolidated Statements of Cash Flows for the years ended
September 30, 1998, 1997 and 1996.
Notes to Consolidated Financial Statements as of
September 30, 1998.
2. Financial Statement Schedule
The following consolidated financial statement schedule of
Maverick Tube Corporation and Subsidiaries is included with
the Annual Report on Form 10-K:
Schedule II Valuation and qualifying accounts for the
years ended September 30, 1998, 1997 and
1996.
All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission
are not required under the related instructions or are
inapplicable, and therefore have been omitted.
3. Exhibits:
See Exhibit Index.
The following is a list of each management contract or compensatory
plan or arrangement required to be filed as an exhibit to this
Annual Report on Form 10-K pursuant to Item 14(c) of this Report:
Maverick Tube Corporation Amended and Restated 1990 Stock Option
Plan
Maverick Tube Corporation Savings for Retirement Plan as revised
on January 1, 1993
The Amended Maverick Tube Corporation 1994 Stock Option Plan
The Amended Maverick Tube Corporation Director Stock Option Plan
Form of Deferred Compensation Agreement with Certain Executive
Officers
Employment Agreement with Barry R. Pearl
Form of Severance Agreement with Executive Officers
b. Reports on 8-K:
Two Form 8-K's were filed during the fourth quarter of the
Registrant's fiscal year ended September 30, 1998. The Form 8-K filed
on July 28, 1998 pertained to the adoption by the Company of the
Shareholder Rights Plan. The Form 8-K filed on September 3, 1998
pertained to the acquisition by the Company of its cold drawn
production facility in Beaver Falls, Pennsylvania.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized on December 16, 1998.
Maverick Tube Corporation
(registrant)
December 16, 1998 /s/ Gregg M. Eisenberg
----------------------
Gregg M. Eisenberg, Chairman, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed on behalf of the Company by the following persons in the
capacities on the dates indicated.
December 16, 1998 /s/ Gregg M. Eisenberg
----------------------
Gregg M. Eisenberg, Chairman, President
and Chief Executive Officer and Director
December 16, 1998 /s/ Barry R. Pearl
------------------
Barry R. Pearl, Vice President Finance
and Administration (Principal Financial
and Accounting Officer)
December 16, 1998 /s/ William E. Macaulay
-----------------------
William E. Macaulay, Director
December 16, 1998 /s/ John M. Fox
---------------
John M. Fox, Director
December 16, 1998 /s/ C. Robert Bunch
-------------------
C. Robert Bunch, Director
December __, 1998
------------------
C. Adams Moore, Director
December __, 1998
--------------------
David H. Kennedy, Director
December __, 1998
------------------
Wayne P. Mang, Director
EXHIBIT INDEX
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
3.1 Amended and Restated Certificate of Incorporation of the N/A
Registrant, incorporated herein by reference to Exhibit 3.2 to
the Registrant's Registration Statement on Form S-1,
File No. 33-37363 (the "1991 Registration Statement").
3.2 Amended and Restated Bylaws of the Registrant as amended, filed
herewith. <F1>
4.1 Shareholder Rights Agreement dated as of July 24, 1998 between the N/A
Registrant and Harris Trust and Savings Bank as Rights Agent
incorporated herein by reference to Exhibit 1 of the Registrant's
Form 8-A filed on August 5, 1998.
4.2 Form of Stock Certificate for Common Stock, incorporated herein by N/A
reference to Exhibit 4.1 to the 1991 Registration Statement.
10.1 Lease and Agreement dated July 24, 1992, by and between the N/A
Registrant and the Arkansas Development Finance Authority
(the "Authority"), incorporated herein by reference to
Exhibit 10.7 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended September 30, 1992.
10.2 Maverick Tube Corporation Amended and Restated 1990 Stock Option N/A
Plan, incorporated herein by reference to Exhibit 10.21 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1991.
10.3 Maverick Tube Corporation Savings for Retirement Plan effective on N/A
February 15, 1988, as amended, incorporated herein by reference
to Exhibit 10.11 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended September 30, 1993.
10.4 Lease Agreement dated as of March 1, 1994, between the Authority, N/A
as lessor, and the Registrant as lessee, related to the
Registrant's Arkansas Structural Facility, incorporated herein by
reference to Exhibit 10.14 to the Registrant's Registration Statement
on Form S-2, File No 33-80096.
10.5 First Supplemental Trust Indenture to Lease Agreement between the N/A
Authority, as lessor and the Registrant, as lessee relating to the
Registrant's Arkansas Structural Facility dated July 1, 1994,
incorporated herein by reference to Exhibit 10.1 to the Registant's
Quarterly Report on Form 10-Q for the period ended June 30, 1994.
10.6 Supplement to the Second Term Loan Agreement dated December 15, N/A
1994, incorporated herein by reference to Exhibit 10.16 of the
Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1994 (the "1994 Form 10-K").
10.7 The Maverick Tube Corporation 1994 Stock Option Plan, incorporated N/A
herein by reference to Exhibit 10.17 of the 1994 Form 10-K.
10.8 The Maverick Tube Corporation Director Stock Option Plan, N/A
incorporated herein by reference to Exhibit 10.18 of the 1994
Form 10-K.
10.9 Form of Deferred Compensation Agreement between the Registrant and N/A
Messrs. Gregg M. Eisenberg, T. Scott Evans and Sudhakar Kanthamneni
Dated October 1, 1995, incorporated herein by reference to
Exhibit 10.22 of the Registrant's Annual Report on Form 10-K for
the fiscal year ended September 30, 1996 (the "1996 Form 10-K").
10.10 Amendment #1 to The Maverick Tube Corporation's Director Stock N/A
Option Plan, incorporated herein by reference to Exhibit 10.24 of
the 1996 Form 10-K.
10.11 Amendment #1 to The Maverick Tube Corporation's 1994 Stock Option N/A
Plan, incorporated herein by reference to Exhibit 10.21 of the
Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1997.
10.12 Employment Agreement of Barry R. Pearl, incorporated herein by N/A
reference to Exhibit 10 of the Registrant's Quarterly Report on
Form 10-Q for the period ended June 30, 1998.
10.13 Agreement of Limited Partnership between the Registrant, Maverick
Investment Corporation and Maverick Tube L.P., filed herewith. <F1>
10.14 Secured Credit Agreement ("Secured Credit Agreement") dated
September 18, 1998, by and among the Registrant, Harris Trust
and Savings Bank ("Harris Trust") and Mercantile Bank of St. Louis,
N.A. ("Mercantile Bank"), filed herewith. <F1>
10.15 Note Receivable dated December 10, 1998, by and among the
Registrant, and Barry R. Pearl, Chief Financial Officer, filed
herewith. <F1>
10.16 Form of Severance Agreement dated December 10, 1998, by and
among the Registrant and Gregg M. Eisenberg, Barry R. Pearl,
Sudhakar Kanthamneni and T. Scott Evans, filed herewith. <F1>
10.17 First Amendment to Secured Credit Agreement dated as of
December 10, 1998, filed herewith. <F1>
13 Portions of Registrant's 1998 Annual Report to Shareholders,
which are incorporated by reference herein.<F1>
21 Subsidiaries of the Registrant. <F1>
23.1 Consent of Ernst & Young LLP, independent auditors. <F1>
27.1 Financial Data Schedule. <F1>
99.1 Risk Factors. <F1>
<F1> Previously filed on Maverick's Annual Report on Form 10-K for the fiscal
year ended September 30, 1998.
