UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

[x]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 For the fiscal year ended December 31, 2002

                                       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 001-10651

                            MAVERICK TUBE CORPORATION
                            16401 Swingley Ridge Road
                                  Seventh Floor
                          Chesterfield, Missouri 63017
                                 (636) 733-1600

State or other jurisdiction of incorporation or organization - Delaware

I.R.S. Employer Identification No. 43-1455766

Securities registered pursuant to Section 12(b) of the Act: Common Stock, Par
                                                            Value $.01 Per Share
                                                            Preferred Stock
                                                            Purchase Rights

Securities registered pursuant to Section 12(g) of the Act: None

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. ( )

Indicate  by check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes XX  No

As of June 28, 2002, there were 40,824,176  shares of Registrant's  common stock
(including  3,113,333  shares of  exchangeable  shares)  were  outstanding.  The
approximate  market  value  of  voting  stock  held  by  non-affiliates  of  the
Registrant (including  exchangeable shares) as of June 28, 2002 was $608,095,260
(based upon the closing  price for shares of the  Registrant's  common  stock as
reported on the New York Stock Exchange on June 28, 2002).

                                       1
<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

(1)  Portions of the Registrant's Annual Report to Shareholders for its calendar
     year ended December 31, 2002 are  incorporated by reference into Part I and
     Part II of this Annual Report on Form 10-K where indicated.

(2)  Portions of the Registrant's  Proxy Statement  relating to the Registrant's
     2003  Annual  Meeting  of  Shareholders,  to be  held on May 5,  2003,  are
     incorporated by reference into Part III of this Form 10-K where indicated.

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                            MAVERICK TUBE CORPORATION
                                      INDEX

                                     PART I.

Item 1.           Business
                     General
                     Risk Factors
                     The Products We Produce
                     Our Business Strategy
                     The Energy Pipe Industry
                     Industrial Industry
                     Discontinued Operations
                     Raw Materials
                     Employees
Item 2.           Properties
Item 3.           Legal Proceedings
Item 4.           Submission of Matters to a Vote of Security Holders
Item 4A.          Executive Officers of the Registrant

                                    PART II.

Item 5.           Market for Registrant's Common Equity and Related Stockholder
                   Matters
Item 6.           Selected Financial Data
Item 7.           Management's Discussion and Analysis of Financial Condition
                   and Results of Operations
Item 7A.          Quantitative and Qualitative Disclosure About Market Risk
Item 8.           Financial Statements and Supplementary Data
Item 9.           Changes in and Disagreements with Accountants on Accounting
                   and Financial Disclosure

                                    PART III.

Item 10.          Directors and Executive Officers of the Registrant
Item 11.          Executive Compensation
Item 12.          Security Ownership of Certain Beneficial Owners and Management
Item 13.          Certain Relationships and Related Transactions
Item 14.          Controls and Procedures
Item 15.          Exhibits, Financial Statement Schedules and Reports on
                   Form 8-K

Signatures

Exhibit Index

                                       3
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                                     PART I
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ITEM 1 Business
---------------

As  used  herein,   Maverick  Tube  Corporation  and  its  direct  and  indirect
wholly-owned subsidiaries are collectively referred to as "the Company," whereas
"Maverick" is the Company exclusive of its  subsidiaries,  Prudential Steel Ltd.
("Prudential")  and Precision  Tube Holding  Corporation  ("Precision")  and the
tubular  division of The LTV  Corporation.  Also,  unless the context  otherwise
requires, the terms "we," "us" or "our" refer to the Company.

Certain  statements  contained in the  "Management's  Discussion and Analysis of
Financial  Condition and Results of Operations" section of this report regarding
matters  (including  statements as to the beliefs or  expectation)  that are not
historical facts are forward-looking  statements,  as that term is defined under
the  Private   Securities   Litigation   Reform  Act  of  1995.   Because   such
forward-looking  statements include risks and uncertainties,  actual results may
differ  materially  from those  expressed  or  implied  by such  forward-looking
statements. For example,  uncertainty continues to exist as to future levels and
volatility of oil and gas price expectations and their effect on drilling levels
and demand for our energy related  products,  the future impact of industry-wide
draw-downs of inventories and future import levels. Also,  uncertainty continues
to  exist as to  future  purchased  steel  cost  (the  Company's  principal  raw
material, representing approximately two-thirds of cost of goods sold).

It is not possible to foresee or identify all factors that could have a material
and negative  impact on the future  financial  performance  of the Company.  The
forward-looking  statements in this report are based on certain  assumptions and
analyses we have made in light of our  experience  and  perception of historical
conditions,   expected  future   developments   and  other  factors  we  believe
appropriate under the circumstances.  Further  information  covering issues that
could  materially  affect our  financial  performance  is contained in the "Risk
Factors" section of this Form 10-K.

GENERAL

We are a leading North  American  producer of welded tubular steel products used
in energy  and  industrial  applications.  We are the  largest  producer  of oil
country tubular goods (OCTG) and line pipe products for use in newly drilled oil
and gas wells and for  transporting oil and natural gas. We primarily sell these
products to distributors in the U.S. and Canada.  We expanded into coiled tubing
products with our  acquisition  of Precision  Tube Holding  Corporation.  Coiled
tubing  products  are used  primarily  to  maintain  existing  wells and also to
complete new wells. We sell coiled tubing to customers  throughout North America
and  internationally.  OCTG, line pipe and coiled tubing  products  comprise our
energy product line. We also manufacture structural tubing, also known as hollow
structural  sections or HSS,  standard pipe and pipe piling. In January 2003, we
entered  the steel  electrical  conduit  business  with our  acquisition  of the
tubular division of The LTV Corporation.  Structural tubing, standard pipe, pipe
piling and steel  electrical  conduit products  comprise our industrial  product
line.  We sell these  products to service  centers,  fabricators  and end users.
During calendar 2002 and 2001,  energy products  accounted for approximately 82%
and 84%, respectively, of our total revenues.

We were incorporated in Missouri in 1977 and reincorporated in Delaware in 1987.
Our  principal  executive  offices  are  located at 16401  Swingley  Ridge Road,
Seventh  Floor,  Chesterfield,  Missouri  63017  and our  phone  number is (636)
733-1600.

Business Acquisitions

On March  29,  2002,  we  completed  the  purchase  of all the  common  stock of
Precision,  a privately held, Houston based,  coiled tubular goods manufacturer,
in exchange for $60.7 million cash and 200,000  common shares.  The  acquisition
was  accounted  for  as  a  purchase  business  combination  and  the  financial
statements of Precision have been consolidated from the acquisition date.

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On December 31,  2002,  we acquired  the assets and certain  liabilities  of the
tubular division of The LTV Corporation for $120.2 million cash. The acquisition
was accounted for as a purchase business combination and the assets acquired and
the liabilities assumed of the tubular division of The LTV Corporation have been
consolidated as of the  acquisition  date. None of the operations of the tubular
division  of The LTV  Corporation  have  been  consolidated  with our  financial
statements  as the  acquisition  occurred  on the same day as our  year-end.  In
February 2003, we announced the closure of the Youngstown  facility,  one of the
facilities we acquired in connection with the LTV acquisition.

On February 28, 2003,  we completed the  acquisition  of SeaCAT  Corporation,  a
privately held, Houston based, coiled tubular goods manufacturer ("SeaCAT"),  in
exchange for $4.0 million in cash, $5.0 million secured 11.0%  subordinated note
and 733,676 shares of common stock of Maverick.  The  acquisition  was accounted
for as a purchase  business  combination and the financial  statements of SeaCAT
have not been consolidated into this Form 10-K as the combination occurred after
our year-end.

Segments

Our  business is divided  into three  segments.  Maverick  Tube L.P.  ("Maverick
L.P."),  a  wholly-owned  subsidiary  of the  Company,  is  responsible  for our
operations in Hickman,  Arkansas and Conroe,  Texas.  Precision,  a wholly-owned
subsidiary  of the Company,  is  responsible  for the  Company's  coiled  tubing
operations in Houston,  Texas.  Prudential is responsible  for our operations in
Calgary,  Alberta.  The tubular  division of The LTV Corporation was acquired on
December 31, 2002,  and  consequently,  its operations had no effect on our 2002
operating results.

For  information  with  regard to total  revenue,  operating  profit or loss and
identifiable assets  attributable to each of our business segments,  see Notes 1
and 12 to the Consolidated  Financial Statements on page 32 and 39 of our Annual
Report to  Stockholders  for the Year Ended  December  31,  2002  ("2002  Annual
Report"), portions of which are filed as Exhibit 13, hereto.

RISK FACTORS

You should carefully  consider the following risk factors and other  information
contained or incorporated  by reference in this annual report before  purchasing
shares of our common stock.  Investing in our common stock involves risk. If any
of the events  described in the following risk factors  occur,  our business and
financial condition could be seriously harmed. In addition, the trading price of
our common stock could decline due to the occurrence of any of such events,  and
you may lose all or part of your investment.

Downturns  in oil and  natural  gas prices  would  reduce  demand for our energy
products, which could cause our sales to decrease.
--------------------------------------------------------------------------------

Our principal  products  consist of OCTG,  line pipe and coiled tubing and pipe.
Sales of these products to the energy industry  constitute our most  significant
revenue  source.  In fact,  revenues  from the sale of OCTG and line pipe to the
energy industry  accounted for approximately 82% and 84% of our revenues for the
years ended December 31, 2002 and 2001, respectively.  Demand for these products
depends  primarily  upon the number of oil and natural gas wells being  drilled,
completed  and worked  over in the U.S.  and  Canada and the depth and  drilling
conditions of these wells. Similar factors also affect the demand for line pipe.
The level of these activities is primarily  dependent on current and anticipated
oil and natural gas prices. Many factors,  such as the supply and demand for oil
and natural gas, general economic  conditions and global weather patterns affect
these prices.  As a result,  future levels and volatility of oil and natural gas
prices are uncertain. In periods where the demand level for our OCTG products is
reduced, we would expect that our sales of these products would decrease.

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<PAGE>
Easing or  elimination  of trade relief now in place would  likely  increase the
level of imports of products that compete with ours, which would cause increased
competition for our products.
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The level of imports of OCTG, which has varied  significantly over time, affects
the U.S.  and Canadian  OCTG  markets.  We believe that these import  levels are
affected by, among other things:  o North  American and overall world demand for
OCTG;

o   the trade practices of and government subsidies to foreign producers and

o   the presence or absence of antidumping and countervailing duty orders.

Antidumping and countervailing  duty orders require special duties to be imposed
in amounts  designed  to offset  unfair  pricing and  government  subsidization,
respectively.  In the  U.S.,  once an  order  is in  place,  foreign  producers,
importers,  domestic  producers and other parties may request an "administrative
review" on a yearly basis to  determine  the duty rates to be applied to imports
during  subsequent  years,  as well as the duty deposit rates for future imports
from the companies  covered by the review.  In addition,  a company that did not
ship to the U.S. during the original period examined by the U.S.  government may
request  a "new  shipper  review"  to obtain  its own duty rate on an  expedited
basis.

U.S.  antidumping and  countervailing  duty orders may be revoked as a result of
periodic  "sunset  reviews." An individual  importer may also obtain  revocation
application only to itself under certain  circumstances.  In June 2000, the U.S.
government  completed  sunset reviews of orders covering Canada and Taiwan,  and
revoked both orders. In June 2001, the U.S. government  completed sunset reviews
of the orders covering Argentina,  Italy, Japan, Korea and Mexico and kept those
orders in place. However,  those orders remain subject to future periodic sunset
reviews. If the orders covering imports from Argentina,  Italy, Japan, Korea and
Mexico are  revoked in full or in part or the duty  rates  lowered,  we could be
exposed to increased competition from imports that could have a material adverse
effect on our U.S.  business.  The  antidumping and  countervailing  import duty
orders on line pipe products expired on March 1, 2003, and was not extended. The
expiration  of the import duty orders on line pipe could  expose us to increased
competition  from imports that could  adversely  affect our sales and  operating
profits in this segment of our business.

In March  2002,  an  antidumping  petition  was filed  with the U.S.  government
covering OCTG from Austria,  Brazil, China, France,  Germany,  India, Indonesia,
Romania,  South Africa, Spain, Turkey,  Ukraine and Venezuela.  On May 10, 2002,
the U.S.  government  voted to end this case. As a result of this ruling,  there
will not be any additional import relief for OCTG.  Imports of OCTG products not
covered by this trade case  ruling have  remained at existing  levels due to low
market demand for most of 2002.  However,  as the market begins to improve,  our
OCTG products will be subject to both price and demand pressure throughout 2003.

The  Section 201 trade case signed by the  President  in March 2002,  provides a
three-year program of quotas and tariffs covering a wide range of imported steel
products  with the  exception of OCTG.  Our  standard  pipe product line and HSS
product line are subject to the same tariff  system of 15%, 12% and 9%. Our OCTG
and electrical conduit product lines are not protected in the trade case ruling.

In August 2002,  the Canadian  International  Trade Tribunal found injury on the
part of all imported steel products except hot rolled products. At this point in
time, the Canadian government has not acted on the Tribunal's findings,  thus no
further trade action has been taken.

The  likely  result of  significant  increased  competition  from the  easing or
elimination of trade relief now in place would likely be decreased  sales of our
energy products and overall profitability.

                                       6
<PAGE>
Increases in steel prices,  which would increase our costs of manufacturing  our
products, would likely decrease our operating profits.
--------------------------------------------------------------------------------

Purchased steel currently  represents  slightly more than two-thirds of our cost
of goods sold. As a result,  the steel  industry,  which is highly  volatile and
cyclical  in nature,  affects  our  business  both  positively  and  negatively.
Numerous factors, most of which are beyond our control,  drive the cycles of the
steel industry and influence steel prices.  Some of these factors are:

o   general economic conditions;

o   industry capacity utilization;

o   import duties and other trade restrictions and

o   currency exchange rates.

Changes in steel  prices can affect the pricing and gross  margin  levels of our
products.  With respect to industrial products,  we seek to recover any increase
in steel costs by  attempting  to increase the price of our  products.  However,
increases in the prices of our products often do not fully  compensate for steel
price  increases  and generally  lag several  months  behind  increases in steel
prices.  Prices of energy  products  move in  conjunction  with demand for those
products and are not necessarily  related to changes in steel costs.  This could
result in an inability to recover steel cost increases on those products  during
poor energy market conditions. Consequently, we typically have a limited ability
to recover increases in steel costs.

In November 2001, the  International  Trade Commission (ITC)  recommended to the
President of the United States,  that a Section 201 case for steel and all steel
products,  with the exception of OCTG  products,  be supported with a wide scale
program of quotas and duties.  The President's  remedy plan released on March 5,
2002, provides relief to the U.S. steel industry through a three-year program of
quotas and tariffs covering a wide range of imported steel products. Of specific
interest to our  business,  imported flat rolled  products  including hot rolled
steel  coils are  subject to a 30% tariff in year one, a 24% tariff in year two,
and an 18% tariff in year three.  This plan  resulted in an increase in the cost
of  foreign  imported  hot  rolled  steel  and  steel  products,  which in turn,
significantly  increased the cost of our purchased steel. For example, our major
supplier of steel  increased our steel prices by $15 per ton in January 2002, by
$40 per ton in April 2002,  and $60 in July 2002.  This same supplier  decreased
our steel  prices by $15 per ton in December  2002,  $10 per ton in January 2003
and $25 per ton in February  2003.  However,  they also  announced a $30 per ton
increase to be effective April 1, 2003. We expect the replacement  cost of steel
to remain volatile in 2003.

Reductions in industry inventory levels could reduce our sales and profit.
--------------------------------------------------------------------------------

Industry  inventory  levels  of our  products,  particularly  OCTG,  can  change
significantly  from period to period.  These  changes can have a direct  adverse
effect on the demand for new production of energy and  industrial  products when
customers draw from inventory rather than purchase new products. Reduced demand,
in turn, would likely result in reduced sales volume and overall profitability.

Risks generally associated with acquisitions.
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An important element of our growth strategy has been and is expected to continue
to be the pursuit of  acquisitions  of other  businesses  that either  expand or
complement our existing product lines. Integrating businesses, however, involves
a number of special  risks,  including the  possibility  that  management may be
distracted from regular business  concerns by the need to integrate  operations,
unforeseen   difficulties  in  integrating  operations  and  systems,   problems
concerning  assimilating  and retaining the employees of the acquired  business,
accounting  issues that arise in connection with the acquisition,  challenges in
retaining  customers  and  potential  adverse  short-term  effects on  operating
results. In addition,  we may incur debt to finance future acquisitions,  and we
may issue securities in connection with future  acquisitions that may

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dilute the holdings of our current or future  stockholders.  If we are unable to
successfully  complete and integrate strategic  acquisitions in a timely manner,
our growth strategy could be adversely impacted.

The operations of the end-users of our products  expose us to potential  product
liability claims.
--------------------------------------------------------------------------------

Drilling for, and the  transmission of, oil and natural gas involve a variety of
risks,  including  risks relating to well  failures,  line pipe leaks and fires.
Actual or claimed defects in products, including our pipes and structural tubing
and  conduit,  could  give rise to  claims,  liabilities,  costs  and  expenses,
relating to loss of life, personal injury,  property damage, damage to equipment
and  facilities,  pollution,  inefficient  heat recovery,  loss of production or
suspension of  operations.  We maintain  insurance  coverage  against  potential
product liability claims in amounts that we believe to be adequate.  However, in
the  future we may incur  product  liability  claims in excess of our  insurance
coverage,  or that is subject to  substantial  deductibles,  or incur  uninsured
product  liability  costs.  These  liabilities  and costs  could have a material
adverse effect on our business,  results of operations and financial  condition.
Moreover,  any claims made under our policies  likely will cause our premiums to
increase,  and we may not be able to maintain adequate insurance coverage levels
in the future.

We depend on a few suppliers for a significant  portion of our steel, and a loss
of one or more  significant  suppliers  could  adversely  affect our  ability to
obtain our basic raw material.
--------------------------------------------------------------------------------

In calendar  year 2002,  we purchased in excess of 91% of our steel for our U.S.
operations  from  four  suppliers,  and in  excess  of 48% of the  steel for our
Canadian  operations  from  two  Canadian  suppliers.  The  loss of any of these
suppliers or  interruption  of production at one or more of the suppliers  could
adversely affect our ability to obtain our basic raw material. In such case, our
cost of purchasing steel from alternate sources could be higher and could affect
our ability to produce sufficient quantities of our products.

Covenant  restrictions in our senior  revolving  credit facility could limit our
ability to operate our business.
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Our revolving  credit  facility,  as recently  expanded in  connection  with our
acquisition of the tubular  division of The LTV  Corporation,  contains  certain
restrictive covenants that impose limitations (subject to certain exceptions) on
us with  respect to,  among  other  things:

o   the creation or incurrence of indebtedness;

o   the creation or incurrence of liens;

o   investment,  mergers,  acquisitions  or changes of existence,  ownership or
    business operations;

o   the sale or  other  disposition  of  assets  other  than  inventory  in the
    ordinary course of business;

o   the  declaration  or  payment of  dividends  or the  purchase,  redemption,
    retirement or other acquisition of capital stock;

o   transaction with affiliates;

o   capital expenditures in excess of $30.0 million in any calendar year and

o   the  granting  of  any  negative  pledge  in  any  agreement,  contract  or
    understanding with a third party.

All of these  covenants could affect our ability to operate our business and may
limit our ability to take advantage of potential business  opportunities as they
arise.  Moreover,  our failure to comply with the financial and other  covenants
could result in an event of default that, if not cured or waived,  would prevent
us from borrowing under our senior  revolving credit facility and could cause us
to be required to repay our borrowings  before their due date. If we were unable
to make this  repayment or otherwise  refinance  these  borrowings,  our lenders
could foreclose on our assets.

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Certain of our operations are subject to collective  bargaining  agreements that
could subject us to additional labor costs.
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In January 2001, we renewed a collective  bargaining  agreement  with the United
Steelworkers of America,  Local Union 7226,  covering  approximately  73% of our
employees at our Calgary facility. This agreement, which expires on December 31,
2003,  covers wages,  healthcare  benefits,  retirement  plans,  seniority,  job
classes and certain work rules.

In  connection  with  our  acquisition  of  the  tubular  division  of  The  LTV
Corporation,  we entered into collective  bargaining  agreements with the United
Steel  Workers of America  covering  approximately  83% of the  employees of our
Youngstown,  Elyria, Counce and Ferndale facilities.  These agreements expire on
November 15, 2005.

While we believe our present  labor  relations to be good,  our failure to renew
these  agreements  on  reasonable  terms could result in labor  disruptions  and
increased labor costs, thereby increasing the costs of producing our products.

Because of the substantial amount of business we conduct in Canada, decreases in
the value of the Canadian  dollar  compared to the U.S.  dollar would reduce the
profitability of our Canadian operations.
--------------------------------------------------------------------------------

Although our  financial  results are  reported in U.S.  dollars,  a  significant
portion of our sales and operating  costs are  denominated in Canadian  dollars.
Consequently,  in consolidating the financial results of our Canadian operations
for reporting purposes, we are exposed to cash flow and earnings volatility as a
result of fluctuations in relative  currency values.  A significant  decrease in
the relevant value of the Canadian dollar would reduce the  profitability of our
Canadian   operations,   which  would  adversely   affect  the  results  of  our
consolidated operations.

Our industry is characterized by intense competition.
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Our businesses are very  competitive  and compete against a number of companies.
Some of our  competitors  are  larger  than us and have  greater  financial  and
marketing resources and business diversification.  These companies may be better
able than our Company to successfully  endure  downturns in either the energy or
industrial sectors. The OCTG,  structural and electrical conduit product markets
are largely  commodity-based in nature and as a result,  price competition is of
particular  importance.  In periods of reduced  demand for our products,  we can
either  choose to maintain  market share by reducing our selling  prices to meet
competition  or maintain  selling  prices  which would likely  sacrifice  market
share. Sales and overall profitability would be reduced under either scenario.

Compliance with and changes in environmental,  health and safety laws regulating
the operation of our business  could increase the costs of producing our product
and expose us to environmental claims.
--------------------------------------------------------------------------------

Our  businesses  are  subject  to  numerous  U.S.  and  Canadian  local,  state,
provincial and federal laws and regulations concerning environmental, health and
safety matters, including those relating to air emissions, wastewater discharges
and the generation, handling, storage, transportation, treatment and disposal of
hazardous  wastes.   Violations  of  such  laws  and  regulations  can  lead  to
substantial fines and penalties.  Also, there are risks of substantial costs and
liabilities  relating to the  investigation  and  remediation of past or present
contamination,  at current as well as former  properties  utilized  by us and at
third-party disposal sites,  regardless of fault or the legality of the original
activities that led to such contamination.  Moreover, future developments,  such
as changes in laws and regulations, more stringent enforcement or interpretation
thereof,  and claims for  property  damage or personal  injury could cause us to
incur  substantial  losses  or  expenditures.  Although  we  believe  we  are in
substantial compliance with all applicable current laws and regulations, any new
or  modified  laws or  regulations  could  increase  the cost of  producing  our
products thereby reducing our profits.

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Increased interest rates could cause our interest expense to increase.
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Interest on our new revolving  credit  facility  accrues at a fluctuating  rate.
Rising interest rates could have a substantial  impact on our interest  expense.
Assuming  the  current  level of  borrowings  at variable  rates and  assuming a
two-percentage point change in the average interest rate under these borrowings,
it is estimated  that our interest  expense for the year ended December 31, 2002
would have  increased  approximately  $2.7 million.  Management may take actions
that would  mitigate our exposure to interest  rate risks;  however,  due to the
uncertainty of the actions that we might take and their possible effects,  these
actions may not fully  mitigate  our  exposure to  interest  rate risk.  To that
extent,   the   resulting   increase  in  interest   expense  would  reduce  our
profitability.

We have defined benefit  pensions  plans,  which could result in charges against
our earnings.
--------------------------------------------------------------------------------

Our  subsidiary,  Prudential  Steel  Ltd.,  sponsors  two  pension  plans  and a
post-retirement benefit plan for substantially all of its Canadian employees and
a supplemental executive retirement plan. At December 31, 2002, certain of these
plans were under-funded resulting in a combined under-funding of an aggregate of
approximately  $7.4  million.  Moreover,  if  these  plans  do  not  achieve  an
investment  return to the extent of the estimated  rate for a particular  fiscal
year,  such  deficiency  could result in a charge against  earnings for that and
subsequent years.

Provisions in our corporate  documents and Delaware law could delay or prevent a
change of control.
--------------------------------------------------------------------------------

The existence of some  provisions  in our  corporate  documents and Delaware law
could delay or prevent a change in control of the  Company,  even if that change
might be beneficial to our  stockholders.  Our certificate of incorporation  and
bylaws contain provisions that may make acquiring control of Maverick difficult,
including:

o   provisions   limiting   the  rights  to  call   special   meetings  of  our
    stockholders;

o   provisions  regulating the ability of our stockholders to bring matters for
    action at annual meetings of our stockholders;

o   a provision prohibiting action by stockholders by written consent and

o   the  authorization  to issue  and set the terms of  preferred  stock by our
    board of directors.

In addition,  we have adopted a stockholder rights plan that would cause extreme
dilution  to any  person or group who would  attempt  to  acquire a  significant
interest  in  Maverick  without  advance  approval  of our  Board of  Directors.
Moreover,  Delaware law would impose  restrictions on mergers and other business
combinations  between us and any holder of 15% or more of our outstanding common
stock.

                                       10
<PAGE>
THE PRODUCTS WE PRODUCE

The following  table  summarizes  our current  manufacturing  facilities and the
products they produce:

  Facility                           Products                        Sizes (1)
  --------                           --------                        ---------

Hickman, Arkansas       Oil country tubular goods, line             1 1/2" - 16"
                         pipe, standard pipe, structural
                         shapes and rounds and piling

Houston, Texas          Coiled steel pipe                            1" - 4 1/2"

Conroe, Texas           Oil country tubular goods and line       4 1/2" - 9 5/8"
                         pipe

Calgary, Alberta        Oil country tubular goods, line         2 3/8" - 12 3/4"
                         pipe and structural shapes and rounds

Elyria, Ohio            Rigid conduit and mechanical tubing            1/2" - 3"

Counce, Tennessee       Oil country tubular goods, line pipe,    4 1/2" - 8 5/8"
                         standard pipe and rigid conduit

Ferndale, Michigan      Electrical conduit and mechanical              1/2" - 4"
                         tubing

Cedar Springs, Georgia  Electrical conduit                         1/2" - 2 1/2"

Youngstown, Ohio (2)    Line pipe and standard pipe                     7" - 16"


(1)  Represents  outside  diameter  measurement.  Structural  tubing  can have a
     square,  rectangular  or round  cross-section.
(2)  Scheduled to be closed during the first half of 2003.

OUR BUSINESS STRATEGY

Identify And Enter New Markets

We continually seek and make acquisitions and capital  expenditures to enter new
markets,  as evidenced by our entry into the structural tube market in 1994, the
addition  of our  large  diameter  pipe and tube mill at our  Hickman,  Arkansas
facility  and  our  acquisitions  of  Prudential,   Precision,  SeaCAT  and  the
electrical  conduit business of the tubular division of The LTV Corporation.  We
intend to seek  additional  opportunities  to expand our business to new markets
where we believe we can compete effectively and profitably.

Increase Market Share By Expanding Our Existing Product Lines

We believe that the  expansion of both our product  lines in both the energy and
industrial  segments of our business  will allow us to increase our market share
by  capitalizing on our existing  customer  relationships  to market  additional
products.  The  construction  and equipping of our large  diameter pipe and tube
mill at the Hickman,  Arkansas facility, the Precision  acquisition,  the SeaCAT
acquisition  and the  acquisition  of the pipe and tube  business of the tubular
division of The LTV Corporation are examples of this strategy.

                                       11
<PAGE>
Continually Improve The Efficiency Of Our Manufacturing Process

We intend to continue to pursue our  objective of being a low-cost,  high-volume
producer of quality steel tubular products by seeking to:

o   maintain product manufacturing cost controls;

o   maximize production yields from raw materials;

o   invest capital to lower costs and improve quality;

o   minimize unit production costs through effective utilization of plant
     capacity and

o   minimize freight costs.

Deliver Quality Products And Service To Our Customers

We believe  that we have  achieved an  excellent  reputation  with our  existing
customers.  We intend to continue to build long-term customer relationships with
new and existing customers by seeking to:

o        offer broad-based product lines;

o        focus on product availability;

o        deliver competitively priced quality products and

o        provide a high level of customer support before and after the sale.

THE ENERGY PIPE INDUSTRY

General

OCTG consists of drill pipe,  production  casing,  surface casing and production
tubing.  Drill pipe is used and may be reused to drill wells.  Production casing
forms the  structural  wall in oil and gas wells to provide  support and prevent
caving during drilling operations and is generally not removed after it has been
installed in a well. Surface casing is used to protect water-bearing  formations
during the drilling of a well. Production tubing is placed within the casing and
is used to convey oil and natural gas to the surface and may be replaced  during
the life of a producing well.

Manufacturers produce OCTG in numerous sizes, weights,  grades and end finishes.
We believe  that most OCTG is  produced  to  American  Petroleum  Institute  and
Canadian  Standard  Association  specifications.  The  grade  of pipe  used in a
particular application depends on technical requirements for strength, corrosion
resistance and other performance  qualities.  OCTG are generally classified into
groupings  of "carbon"  and  "alloy"  grades.  Carbon  grades of OCTG have yield
strength  levels of 75,000 pounds per square inch or less and are generally used
in oil and  natural  gas wells  drilled to depths  less than 8,000  feet.  Alloy
grades of OCTG have yield  strength  levels of 75,000  pounds per square inch or
more and are  generally  used in oil and natural gas wells  drilled to depths in
excess of 8,000 feet, or for high temperature  wells,  highly corrosive wells or
critical applications.

Carbon and alloy  grades of OCTG are  available  from both  electric  resistance
welded and seamless pipe producers.  Electric resistance welded pipe is produced
by  processing  flat rolled  steel into strips  which are  cold-formed,  welded,
heat-treated  or  seam-annealed  and  end-finished  with threads and  couplings.
Seamless products are produced by individually  heating and piercing solid steel
billets into pipe and then end-finishing such pipe into OCTG in a manner similar
to electric  resistance welded pipe. We believe that the seamless  manufacturing
process  involves  higher costs than the welded  process and that,  as a result,
seamless  products are generally priced higher than comparable  welded products.
Coiled  tubing is  manufactured  in the same manner as described  above with the
exception of the  end-finishing  process.  The coiled tubing is then loaded onto
reels and shipped to our customers.

Based on published  industry  statistics,  electric  resistance welded products,
which did not have significant market  penetration prior to the mid-1970's,  now
account  for  approximately  half  of the  tonnage  of  domestic

                                       12
<Page>
OCTG consumed  annually.  We believe  electric  resistance  welded products have
captured a significant  majority of the carbon grade OCTG market, while seamless
products retain a significant  majority of the alloy grade OCTG market.  We also
believe that further  significant  market  penetration  of welded  products will
depend upon increased  market  acceptance of welded  products and  technological
advances in the types of raw materials  and  equipment  utilized in the electric
resistance welding process.

Line pipe products are used for surface production flow lines, gathering systems
and pipeline  transportation  and distribution  systems for oil, natural gas and
other fluids.  Line pipe is produced in both welded and seamless form. Line pipe
markets are dependent  not only on the factors which  influence the OCTG market,
but also on the level of pipe line construction activity,  line pipe replacement
requirements, new residential construction and utility purchasing programs.

Coiled  down-hole tubing is primarily used to service existing oil and gas wells
by reestablishing well production and extending well life. Coiled line pipe is a
relatively new application of technology in offshore, sub-sea applications where
continuous  lengths  of steel pipe are used as flow  lines and  umbilical  lines
sheathing control cables.  Coiled line pipe is a more cost effective application
compared  to  traditional  jointed  line pipe as it allows  for much more  rapid
installation which reduces overall costs.

Factors That Affect the Energy Market

The OCTG market is affected by several factors,  the most significant  being the
number  of oil and  natural  gas wells  being  drilled.  The  level of  drilling
activity is largely a function of current prices for oil and natural gas and the
industry's  future  price  expectations.  The prices are  determined  by various
supply and demand factors, such as consumption levels, current inventory levels,
weather,  import  levels,  production  economics  and future  expectations.  The
following  chart shows the price of oil and natural gas since the fourth quarter
of 1997:

                                                                     Alberta
                                                     U.S. Natural   Spot Price
                                      WTI Oil Price   Gas Price     Natural Gas
--------------------------------------------------------------------------------

4Q97..................................     $20.22         $2.80        $1.92
1Q98..................................     $16.08         $2.11        $1.13
2Q98..................................     $14.77         $2.18        $1.34
3Q98..................................     $14.13         $1.96        $1.29
4Q98..................................     $13.09         $1.87        $1.53
1Q99..................................     $13.09         $1.73        $1.50
2Q99..................................     $17.68         $2.14        $1.76
3Q99..................................     $21.59         $2.49        $2.02
4Q99..................................     $24.30         $2.45        $2.03
1Q00..................................     $28.88         $2.53        $2.13
2Q00..................................     $29.04         $3.53        $2.93
3Q00..................................     $30.62         $4.44        $4.24
4Q00..................................     $32.10         $6.21        $4.87
1Q01..................................     $29.06         $6.65        $7.13
2Q01..................................     $27.99         $4.32        $4.58
3Q01..................................     $26.96         $2.65        $2.53
4Q01..................................     $20.45         $2.40        $2.09
1Q02..................................     $21.72         $2.38        $2.09
2Q02..................................     $26.18         $3.37        $2.92
3Q02..................................     $28.52         $3.03        $2.14
4Q02..................................     $28.32         $4.09        $4.09

The most commonly cited indicator of the level of drilling activity is the Baker
Hughes rig count which  represents the number of active oil and natural gas rigs
currently being operated. Since July 1987, the Baker Hughes U.S. rig count hit a
high in July 2001 of 1,293 rigs and a low in

                                       13
<Page>
April 1999 of 496 rigs. Since July 1987, the Baker Hughes Canadian rig count hit
a high in  February  2001 of 579 rigs and a low in  April  1992 of 32 rigs.  The
following  charts show the U.S. and Canadian rig count since the fourth  quarter
1997 and our shipments of OCTG for the same period:

                                                      Quarterly
                                                    Maverick OCTG  Baker Hughes
                                                     Shipments      Rig Count
--------------------------------------------------------------------------------

4Q97................................................    87,312          997
1Q98................................................    63,290          965
2Q98................................................    47,420          862
3Q98................................................    44,124          794
4Q98................................................    36,971          688
1Q99................................................    25,970          550
2Q99................................................    41,947          524
3Q99................................................    60,346          649
4Q99................................................    84,978          775
1Q00................................................    75,784          770
2Q00................................................    80,816          842
3Q00................................................    88,411          981
4Q00................................................    79,877        1,076
1Q01................................................    91,289        1,142
2Q01................................................   107,921        1,237
3Q01................................................    99,931        1,241
4Q01................................................    70,459        1,008
1Q02................................................    64,818          818
2Q02................................................    81,974          806
3Q02................................................    73,406          853
4Q02................................................    74,732          847

                                                       Quarterly
                                                      Prudential   Baker Hughes
                                                    OCTG Shipments   Rig Count
--------------------------------------------------------------------------------

4Q97................................................    52,207          443
1Q98................................................    38,947          469
2Q98................................................    13,982          177
3Q98................................................    19,957          205
4Q98................................................    21,562          202
1Q99................................................    23,372          283
2Q99................................................    17,786          102
3Q99................................................    35,072          257
4Q99................................................    41,923          336
1Q00................................................    54,293          469
2Q00................................................    39,737          216
3Q00................................................    49,050          313
4Q00................................................    53,926          380
1Q01................................................    55,202          515
2Q01................................................    36,766          252
3Q01................................................    37,643          320
4Q01................................................    27,663          278
1Q02................................................    47,623          377
2Q02................................................    27,377          144
3Q02................................................    40,373          249
4Q02................................................    45,437          283

The level of industry inventories maintained by manufacturers,  distributors and
end-users  also  affects the U.S.  OCTG  market.  When  customers  draw-down  on
inventory  rather than purchase new products,  this has an adverse effect on the
demand for new production.  Conversely, when distributors and end-users increase
inventory  levels,  this has a positive effect on the demand for new production.
Inventory  levels do not  materially  affect the production of OCTG in Canada as
distributors do not generally hold significant

                                       14
<Page>
amounts of inventory.  Inventory  levels do not affect the  production of coiled
tubing as this product is  manufactured to the end users'  specifications  for a
specific project.

For calendar years 2002 and 2001,  declining industry inventory levels satisfied
9.3% and 0.5%,  respectively  of the U.S.  OCTG  consumption.  For calendar year
2000,  increasing industry inventory levels added an estimated 18.9% to the U.S.
OCTG demand for production.

Import levels of foreign OCTG into North America also  significantly  affect the
North  American  OCTG market.  High levels of imports  reduce the volume sold by
North American  producers and tend to suppress  selling prices.  We believe that
North American import levels are affected by, among other things,  overall world
demand for OCTG,  the trade  practices  of and  government  subsidies to foreign
producers  and  the  presence  or  absence  of   governmentally   imposed  trade
restrictions  in the U.S. and Canada.  See "Risk  Factors"  for a discussion  of
trade restrictions that have affected imports.

Our Energy Products

We manufacture OCTG used for production  tubing,  production  casing and surface
casing,  and we also  manufacture line pipe. We do not make drill pipe. We began
selling  coiled steel pipe for use in  down-hole  well  servicing  and line pipe
applications with our acquisition of Precision on March 29, 2002. We produce all
of our OCTG,  line pipe and  coiled  tubing  products  using  only the  electric
resistance welding process.

The following table shows our energy product shipments in tons, net sales and as
a percentage of overall net sales measured in dollars:

                                                       Energy Products
                                                          Net Sales      % of
                                             Tons          (000's)     Net Sales
                                        ----------------------------------------

MAVERICK
Year ended December 31, 2002............    344,690        $205,407        75.5%
Year ended December 31, 2001............    415,741        $278,287        80.8%
Year ended December 31, 2000............    341,610        $226,618        75.1%

PRUDENTIAL
Year ended December 31, 2002............    205,092        $138,494        91.3%
Year ended December 31, 2001............    264,489        $181,214        90.3%
Year ended December 31, 2000............    325,092        $234,180        90.0%

PRECISION
Year ended December 31, 2002............     10,677         $29,130       100.0%

Prudential provides tolling services which is the conversion of steel to tubular
products owned by our competitors.  While tolling only comprised a small portion
of our business, it provides additional tons which optimizes mill operations and
improves  fixed cost  absorption.  Prudential  tolling  tons for the years ended
December 31, 2002, 2001 and 2000 were 15,535,  23,919 and 26,444,  respectively.
Net sales  associated  with tolling tons for the years ended  December 31, 2002,
2001 and 2000 were $2.1 million, $5.6 million and $4.4 million, respectively.

Our energy  products meet or exceed the applicable  standards as required by the
American Petroleum  Institute and Canadian Standards  Association.  In addition,
similar to other producers, we manufacture OCTG in custom or proprietary grades.
We design and  engineer  our custom and  proprietary  OCTG to be used in similar
applications as products meeting or exceeding American  Petroleum  Institute and
Canadian Standards  Association  standards and to provide  performance  features
comparable  to  products  meeting  those  standards.  We  warrant  our  American
Petroleum  Institute and Canadian Standards  Association casing and tubing to be
free of defects in material or  workmanship  in accordance  with the  applicable
specifications.  In addition,  we warrant our  proprietary  grade products to be
free of defects in accordance with our published standards. We have not incurred
significant costs in connection with these warranties.

                                       15
<Page>
We manufacture  finished goods in both carbon and alloy steel grades.  Virtually
all of our products are fully completed or "end-finished" at our facilities.  In
contrast,  some of our competitors outsource the end-finishing of their products
thus  adding to their  freight and  handling  costs or do not  end-finish  their
products at all. The end-finish  process  includes,  as appropriate,  upsetting,
beveling,  threading,  pressure  testing and the  application of couplings.  Our
fully  finished  OCTG are ready to be installed in oil or natural gas wells.  By
end-finishing  our  products,  we are better able to control  quality,  cost and
service to customers. Three of our U.S. energy facilities provide heat-treatment
capabilities  necessary for the  production of alloy grade pipe. Our alloy grade
tubing and casing products  accounted for 21%, 16% and 16% of the tons of energy
products sold calendar 2002,  2001 and 2000,  respectively.  Carbon grade tubing
and casing accounted for the balance of these tons.

We manufacture  OCTG and line pipe ranging in size from 1 1/2" to 16" in outside
diameter.  Excluding drill pipe, which we do not manufacture,  approximately 80%
of the total OCTG and line pipe tonnage  produced in the western  hemisphere  in
calendar 2002 fell into this size range.

Marketing

We sell OCTG and line pipe primarily  throughout the United States and Canada to
numerous  distributors,  which then resell the pipe to major and independent oil
and natural gas production,  gathering and pipeline companies. Maverick sales to
Canadian  customers in calendar 2002,  2001 and 2000 were $10.0  million,  $16.5
million  and  $19.5  million,  respectively.  Maverick  sales to  other  foreign
customers in calendar  2002,  2001 and 2000 made up an additional  $3.1 million,
$1.1 million and $77,000,  respectively.  Prudential sales to U.S.  customers in
calendar 2002,  2001 and 2000 were $1.9 million,  $2.6 million and $8.4 million,
respectively.  Precision sales to Canadian  customers in calendar 2002 were $7.4
million.  Precision sales to other foreign customers in calendar 2002 made up an
additional  $8.8  million.  Our  marketing  philosophy   emphasizes   delivering
competitively priced,  quality products and providing a high level of service to
our  customers.  With  the  addition  of our  large  diameter  facility  and the
acquisition of Precision, we are marketing ourselves as a broad line supplier of
OCTG and line pipe products.  We maintain inventories of finished goods that are
housed at our production facilities and at field locations close to the areas of
drilling activity, which allows us to provide timely delivery of our products.

As of December 31, 2002 and 2001,  our backlog orders  (including  bill and hold
orders not yet  shipped)  for energy  pipe  products  were  approximately  $78.0
million  and  $53.7  million,  respectively.  All of the  backlog  orders  as of
December  31, 2002 are  expected to be filled by the end of  calendar  2003.  We
consider only $2.6 million and $3.8 million of our backlog orders, respectively,
to be firm as remaining orders may generally be cancelled  without penalty.  Our
backlog orders,  as of any particular  date, may not be indicative of our actual
operating  results for any period.  We cannot give any assurance that the amount
of backlog at any particular date will ultimately be realized.

Manufacturing

We  manufacture  OCTG and line  pipe  products  at our  facilities  in  Hickman,
Arkansas;  Conroe, Texas; Counce, Tennessee and Calgary,  Alberta. We began full
production of all of our products at our large diameter facility adjacent to our
Hickman,  Arkansas facilities,  during calendar year 2001. We manufacture coiled
down-hole  tubing and coiled line pipe at our  facility in Houston,  Texas.  The
facilities are  strategically  located to serve the energy markets in the United
States and Canada.  We can currently  produce at a consolidated  maximum rate of
approximately  1,814,000 tons of finished  products per year with  approximately
1,279,000 tons currently  dedicated to energy related products.  We operated our
energy facilities at a capacity  utilization of approximately 48% and 59% during
calendar 2002 and 2001, respectively.

In order to control our manufacturing  costs, we attempt to maximize  production
yields from purchased  steel and reduce unit labor costs. We control labor costs
by  automating  some  of our  activities  and by  seeking  to  optimize  product
throughput and  scheduling.  Generally,  we maintain an innovative  compensation
plan,  whereby the employees of our facilities that achieve certain  performance
based  criteria  receive  quarterly

                                       16
<Page>
bonuses.   In  addition,   some   employees  are  eligible  to  receive   annual
profitability bonuses based on our consolidated earnings. The maximum achievable
incentives and bonuses range from 15% to 95% of an employee's salary and wages.

During  calendar 2002,  2001 and 2000, we spent $19.4 million,  $9.9 million and
$10.9 million,  respectively,  on new capital  equipment for our existing energy
facilities.  Capital  expenditures  related  to the  installation  of  equipment
relocated from our Longview,  Washington facility to our large diameter pipe and
tube  facility  in Hickman,  Arkansas  was  approximately  $6.1  million  during
calendar 2002. Capital expenditures related to the installation of the Longview,
Washington  slitter to our Calgary,  Alberta  facility  was $3.5 million  during
calendar  2002.  Capital  expenditures  related to the large  diameter  pipe and
tubing  facility in Hickman,  Arkansas was  approximately  $5.0  million  during
calendar 2001. Our capital budget for calendar 2003 is $11.4 million.  We expect
these capital  expenditures  to result in  manufacturing  cost savings,  quality
improvements and/or expanding or maintaining production capabilities and product
lines.

Competition

The suppliers of OCTG and line pipe products face a highly  competitive  market.
We believe that the  principal  competitive  factors  affecting our business are
price,  quality,  delivery,  availability  and  service.  We believe we enjoy an
excellent  reputation for quality products and outstanding  customer service. We
compete  with several  North  American  and  numerous  foreign  producers of oil
country tubular goods,  some of which have greater  financial  resources than we
do. In the OCTG market,  our more  significant  U.S.  competitors  are Lone Star
Steel  Company,  Newport Steel Company and IPSCO  Tubular,  Inc.,  which produce
electric  resistance  welded pipe, and United States Steel  Corporation  and V&M
Tubular  Corporation  (formerly the North Star Steel  Company),  which primarily
produce  seamless  pipe.  Our  most  significant  Canadian  competitor  is IPSCO
Tubular,  Inc., which produces electric  resistance welded pipe. We also compete
in the line pipe market with these same competitors,  and with foreign producers
of line pipe,  most of which are units of large foreign  steel makers.  Our most
significant  coiled down-hole tubing and line pipe competitor is Quality Tubing,
Inc.

During calendar years 2002, 2001 and 2000, we estimate that domestic OCTG market
penetration  of tons  consumed  by imports  into the U.S.  was 21.8%,  30.2% and
31.2%, respectively. During calendar years 2002, 2001 and 2000, we estimate that
domestic  OCTG market  penetration  of tons  consumed by imports into Canada was
32.4%, 29.4% and 35.8%, respectively.

THE INDUSTRIAL INDUSTRY

General

We manufacture structural tubing products, electrical conduit, standard pipe and
piling  products.  On December 31, 2002, we acquired the tubular division of The
LTV Corporation and expanded our product line into electrical conduit.

Our structural tubing products are used in the following applications:

o   construction, including handrails, building columns and bridge frames;

o   transportation, including boat trailers;

o   agricultural, including farm implement components and tillage equipment;

o   material handling, including storage rack systems and conveying systems
     support and

o   recreational, including exercise equipment.

In addition,  structural tubing is an attractive alternative to other structural
steel  forms,  such as I-beams and H-beams.  Structural  tubing  products  offer
strength and other product characteristics similar to beams, but with less steel
content, resulting in lower costs to the end-user in many applications.

                                       17
<Page>
Structural  tubing,  standard  pipe  and  electrical  conduit  are  produced  by
processing flat rolled steel into strips,  which are cold-formed and welded. The
machinery and equipment used for the manufacture of structural tubing,  standard
pipe  and  electrical  conduit  products  are  similar  to  that  used  for  the
manufacture of OCTG. Structural tubing, standard pipe and electrical conduit are
not,  however,  subject  to the same  degree of  tolerances  as are OCTG,  which
results in lower  production  costs related to testing and  inspection  than for
OCTG. Moreover, structural tubing, standard pipe and electrical conduit does not
require   end-finishing,   flash   elimination   for  the  welding   process  or
seam-annealing.  Because  less  finishing  is  required  of  structural  tubing,
standard pipe and electrical  conduit  products as compared to OCTG, the average
cost per ton to convert  steel into  industrial  products is slightly  less than
OCTG.

We believe  that demand for  structural  tubing is  influenced  primarily by the
level of general economic  activity in North America.  We estimate that domestic
consumption of structural  tubing during  calendar years 2002, 2001 and 2000 was
2.0 million, 2.0 million and 2.2 million tons, respectively.

Electrical  conduit is primarily  used as sheathing for  electrical and computer
wiring in industrial,  commercial and institutional  construction referred to as
non-residential  construction.  As such,  electrical conduit demand is primarily
influenced by changes in non-residential construction expenditures.  We estimate
that domestic consumption of electrical conduit during calendar years 2002, 2001
and 2000 was 0.6 million,  0.6 million and 0.6 million  tons,  respectively.  In
recent years,  electrical conduit has faced new competition from plastic pipe in
certain applications.

Standard pipe products are used in industrial applications such as steam, water,
air and gas lines, and plumbing and heating. We manufacture standard pipe in the
same manner as we manufacture  structural  tubing. As with structural tubing, we
believe that demand for standard  pipe is  influenced  primarily by the level of
general  economic   activity  in  North  America.   We  estimate  that  domestic
consumption of standard pipe during  calendar years 2002,  2001 and 2000 was 2.5
million,  2.8 million  and 2.8  million  tons,  respectively.  In recent  years,
standard  pipe has faced  limited new  competition  from plastic pipe in certain
applications.

Our Products

We can produce square,  rectangular and round structural  tubing,  standard pipe
and  electrical  conduit at our  facilities  in sizes  ranging  from 1/2" to 16"
square and the equivalent  sizes in rectangular  and round tubing.  Our products
range from .120 to .500  inches in  thickness.  Because  of the large  number of
applications for structural tubing,  standard pipe and electrical  conduit,  the
number of different  products produced for the industrial market is considerably
larger  than that  produced  for the OCTG  market.  The annual  capacity  at our
structural,  standard pipe and electrical  conduit  facilities is  approximately
535,000 tons.  During calendar 2002 and 2001, we were operating at approximately
56% and 60%, respectively, of our structural capacity.

The following  table shows our industrial  product  shipments in tons, net sales
and as a percentage of overall net sales measured in dollars:

                                                    Industrial Products
                                                          Net Sales      % of
                                             Tons          (000's)     Net Sales
                                        ----------------------------------------

MAVERICK
Year ended December 31, 2002............    142,827         $66,654        24.5%
Year ended December 31, 2001............    152,139         $65,990        19.2%
Year ended December 31, 2000............    157,080         $75,066        24.9%

PRUDENTIAL
Year ended December 31, 2002............     22,031         $11,163         7.3%
Year ended December 31, 2001............     30,704         $13,854         6.9%
Year ended December 31, 2000............     41,004         $21,517         8.3%

                                       18
<Page>
Marketing

The structural tubing, standard pipe and electrical conduit markets are somewhat
regional in nature,  primarily  because  order  sizes are smaller and  lead-time
requirements  are  shorter  than for OCTG.  We  currently  sell  principally  to
distributors,  but since 1997,  we  significantly  increased  our sales to large
end-user  customers.  As in the case of OCTG, our marketing strategy  emphasizes
delivering  competitively priced, quality products and providing a high level of
service to our customers.  In addition,  we expect our marketing ability will be
enhanced by the  addition of larger  diameter  pipe and tubing  facility and the
acquisition  of  the  tubular  division  of The  LTV  Corporation.  Because  the
application of structural tubing,  standard pipe products and electrical conduit
is diverse,  and a short  lead-time is required for  customer  satisfaction,  we
maintain inventory levels, in terms of months of supply, comparable to those for
OCTG.  This finished  goods  inventory  will consist of a larger number of items
than in the case of OCTG. We use experienced  manufacturing  representatives  in
our sales efforts.

As of December 31, 2002 and 2001, our backlog of orders for  structural  tubing,
electrical  conduit  and  standard  pipe were  $8.2  million  and $8.5  million,
respectively.  All of the backlog orders as of December 31, 2002 are expected to
be filled by the end of calendar  2003.  We do not  consider  any of our backlog
orders  to be firm as they may  generally  be  cancelled  without  penalty.  Our
backlog  orders as of any  particular  date may not be  indicative of our actual
operating  results for any fiscal period.  We cannot give any assurance that the
amount of backlog at any given time ultimately will be realized.

Manufacturing

We are  currently  producing  structural  square and  rectangular  shaped tubing
products  in our  structural  tube and  large  diameter  facilities  located  in
Hickman,  Arkansas  and in Calgary,  Alberta.  We are also  currently  producing
structural round tubing products and standard pipe at our Hickman,  Arkansas and
Conroe, Texas facilities.

Based upon historical  product  relationships and our assumptions about the U.S.
market,  we estimate that the sizes of structural  tubing  products we currently
are  capable of  manufacturing  account for 97% of the  domestic  tonnage of all
sizes of domestic structural tubing products consumed.

We  believe  that  the  types  of  standard  pipe  products  we are  capable  of
manufacturing account for approximately 41% of the domestic tonnage of all types
of the U.S. standard pipe products consumed.

We believe that the types of electrical  conduit we are capable of manufacturing
account for approximately  100% of the domestic tonnage of all types of the U.S.
electrical conduit products consumed.

Consistent with our  manufacturing  strategy for OCTG production,  we believe we
are a low-cost, high-volume producer of quality structural tubing, standard pipe
products  and  electrical  conduit.  We  believe  that  the  application  of our
efficient manufacturing process originally developed for the production of OCTG,
the  labor  costs  and  the  strategic  location  of our  facilities  provide  a
conversion  cost  advantage  relative  to  the  majority  of  existing  domestic
structural tubing and standard pipe manufacturers.

During  calendar  2002,  2001 and 2000, we spent $0.5 million,  $1.1 million and
$1.4 million,  respectively,  on additional equipment at our industrial facility
in Hickman,  Arkansas.  Our capital  budget for our  industrial  facilities  for
calendar 2003 is $5.2 million. We expect these capital expenditures to result in
manufacturing  cost  savings  and  quality  improvements.  Capital  expenditures
related to our  facility  in  Calgary,  Alberta is  included  in the energy pipe
industry section. Although the Calgary, Alberta facility manufactures industrial
products,  this facility is primarily  energy product  focused and only produces
industrial products to fill out mill capacity.

                                       19
<PAGE>
Competition

Although a significant market for structural tubing is located within a 400-mile
radius of our Hickman,  Arkansas structural facility,  no other major structural
tubing facility is currently located within this area. Non-domestic competitors,
primarily  from Canada,  represented  19.8%,  21.8% and 24.0% of total  domestic
sales of structural tubing in calendar years 2002, 2001 and 2000,  respectively.
We compete  primarily against several domestic and numerous foreign producers of
structural  tubing.  Our more significant  structural tube competitors are IPSCO
Tubular, Inc., Bull Moose Tube Corporation,  Hanna Steel Corporation, Atlas Tube
Inc., Independence Tube Corporation and Ex-L-Tube, Inc.

A significant market for standard pipe also exists.  Foreign competition has had
a large presence in the standard pipe market.  Foreign  competition  represented
approximately 36.3%, 35.6% and 40.0% of total domestic sales of standard pipe in
calendar years 2002, 2001 and 2000, respectively.  Our more significant standard
pipe  competitors  are Wheatland  Tube Company,  Armco,  Inc.,  Sawhill  Tubular
Division, U.S. Steel Corporation, Paragon Industries and IPSCO Tubular, Inc.

We compete primarily against Allied Tube and Conduit, Wheatland Tube Company and
Western Tube and Conduit  Corporation  in the  electrical  conduit  market.  The
import and export  markets for  electrical  conduit are limited by strong  local
competition.

We believe that the  principal  competitive  factors  affecting  our  structural
tubing,  standard pipe and  electrical  conduit  businesses  are price,  product
availability, delivery and service.

We believe we  experience  seasonal  fluctuations  in demand for our  industrial
products.  However, the timing of such fluctuations may differ from fluctuations
experienced in the OCTG market.

DISCONTINUED OPERATIONS

During the first quarter of 2001, the Company  adopted a formal plan to sell the
operating  assets of its Cold Drawn Tubular  Business  (DOM).  Accordingly,  the
operating  results of the DOM facility,  including the provision for the loss on
disposal and operating  losses during the phase-out period of $10.2 million (net
of $5.8 million tax benefit),  have been segregated  from continuing  operations
and reported separately as discontinued operations in the income statements.

On March 29, 2002, pursuant to an asset purchase agreement dated March 21, 2002,
the Company completed the sale of the DOM business for $8.1 million,  consisting
of cash in the  amount  of  $1.2  million  and  the  buyer's  nine-year  secured
promissory  note  of  $6.9  million,  which  approximates  its  fair  value.  To
accommodate the buyer's purchase of the DOM business, the Company guaranteed the
$1.5 million buyer's line of credit. In exchange,  the Company was granted liens
and  appropriate  subrogation  rights in the assets  conveyed to the buyer.  The
Company  recognized a $0.5 million after tax gain from  discontinued  operations
for the year ended December 31, 2002.

DOM revenues  were  $37,000,  $7.9 million and $15.6 million for the years ended
December 31, 2002, 2001 and 2000, respectively.

RAW MATERIALS

The  majority  of our steel  purchases  are  completed  at our  headquarters  in
Chesterfield,  Missouri in order to optimize pricing, quality,  availability and
delivery of our raw materials.  During 2002, we consumed  approximately  2.0% of
the total amount of hot rolled steel produced in North America.  Accordingly, we
believe that we are the largest  purchaser of hot rolled steel in North America.
We maintain favorable working relationships with our steel suppliers and believe
that we are treated favorably with respect to volume allocations and deliveries.
We presently  purchase the  majority of our steel from several  suppliers,  with
approximately  80%  of  consolidated  purchases  made  from  Nucor  Corporation,
Tuscaloosa Steel Corp.,

                                       20
<Page>
International  Steel  Group and  IPSCO  Steel,  Inc.  Nucor's  mill in  Hickman,
Arkansas  is  directly  connected  by  rail  to  our  Hickman  facilities,  thus
eliminating our freight costs for raw materials purchased from Nucor. Unlike our
Hickman facilities,  our facilities in Houston,  Texas;  Conroe,  Texas; Elyria,
Ohio; Counce, Tennessee; Ferndale, Michigan; Cedar Springs, Georgia; Youngstown,
Ohio and  Calgary,  Alberta are not  directly  connected  by rail to our primary
steel suppliers.  To date, we have not experienced any significant disruption in
our supply of raw materials.

EMPLOYEES

As of December 31, 2002, we employed 2,098 persons,  of whom 1,084 were Maverick
employees,  459 were Prudential employees,  144 were Precision employees and 411
were  employees  from  our  acquisition  of the  tubular  division  of  The  LTV
Corporation  on December  31,  2002.  A union  represents  approximately  73% of
Prudential  employees and  approximately  53% of all the tubular division of The
LTV Corporation employees. We consider our employee relations to be excellent.

ACCESS TO SEC FILINGS THROUGH COMPANY WEBSITE

Interested  readers  can  access  the  Company's  annual  reports  on Form 10-K,
quarterly reports on Form 10-Q,  current reports on Form 8-K, and any amendments
to those  reports  filed or furnished  pursuant to Section 13(a) or 15(d) of the
Securities  Exchange Act of 1934,  as amended,  through the  Investor  Relations
section of the Company's website at www.maverick-tube.com.  These reports can be
accessed  free of  charge  from  the  Company's  website  as soon as  reasonably
practicable  after the Company  electronically  files such  materials  with,  or
furnishes them to, the SEC.

ITEM 2 Properties
-----------------

We maintain manufacturing facilities and sales offices throughout North America.
We believe that our facilities are adequately  insured,  properly maintained and
equipped  with  machinery  and  equipment  suitable  for their  use.  All of our
operating  facilities  have been pledged as  collateral  under our senior credit
revolving facility. See Part II, Item 7, Management's Discussion and Analysis of
Financial Condition and Results of Operations.  Our manufacturing  facilities as
of December 31, 2002 are summarized below.

Maverick

We use our entire 225 acre site in  Hickman,  Arkansas  for three  manufacturing
facilities.  A 315,000 square foot energy  manufacturing plant and storage space
and a 275,000  square foot  structural  tube  manufacturing  plant (with 155,000
square feet of storage and shipping  space) are located  adjacent to each other.
We occupy both of these facilities  under separate leases,  each providing us an
option to purchase,  which is exercisable on the expiration dates of the leases.
The  expiration  dates  are  August 1, 2007 for the oil  country  tubular  goods
facility and February 1, 2004 for the structural tube facility. A 300,000 square
foot large diameter  manufacturing  plant and storage facility  (adjacent to the
oil country tubular goods and structural  manufacturing  plants) is owned by the
Company.  This facility manufactures both energy and structural tubing products.
A 30,000  square  foot  facility  adjacent  to the large  diameter  facility  is
utilized for the epoxy coating of Maverick's  line pipe products.  This facility
is under lease to an independent third party that coats the line pipe.

We own 117 acres and a 244,000  square foot facility  (manufactures  oil country
tubular  goods and line  pipe)  located  in  Conroe,  Texas.  Of the 117  acres,
approximately  52 acres is used for  manufacturing  and  storage and 65 acres is
available for future expansion.

We own 133 acres and a 64,000  square foot  facility  (manufactures  oil country
tubular goods,  line pipe,  standard pipe and rigid conduit)  located in Counce,
Tennessee.  Of the 133 acres,  approximately 25 acres is used for  manufacturing
and storage and 108 acres is available for future expansion.

                                       21
<Page>
We also own approximately 37 acres in Youngstown,  Ohio. This site has a 558,000
square foot manufacturing and storage facility.  The Company expects to sell the
Youngstown,  Ohio land and buildings  during 2003 or 2004 as part of our planned
exit from the Youngstown, Ohio facility.

Each manufacturing facility operated by Maverick is served by truck, has its own
rail spur and is within close proximity of barge facilities.

We lease  approximately  40,000  square  feet of office  space in  Chesterfield,
Missouri for our executive offices under a lease that expires in 2008.

Prudential

We use our entire 93 acre site in Calgary,  Alberta for three  energy/industrial
production  facilities and three oil country tubular goods finishing facilities.
The energy/industrial production facilities are located in approximately 197,200
square  feet in two  separate  buildings.  The  oil  country  tubular  finishing
facilities are located in three separate buildings,  which utilize approximately
81,700 square feet of space. Adjacent to these buildings is a 94,500 square foot
industrial  storage  facility and a 29,900 square foot  combination  fabrication
shop,  storage and security  building.  There is 12,000 square feet of space for
the  slitter  located in a separate  building.  These  facilities  (all owned by
Prudential) are served by truck and have their own rail spur.

We lease  approximately  15,800 square feet of office space in Calgary,  Alberta
under a lease that expires in 2008.

Precision

We use our  entire  10 acre  site in  Houston,  Texas  for a coiled  steel  pipe
production facility.  The coiled steel pipe facility is located in approximately
68,100  square feet in two  separate  buildings.  There is 7,900  square feet of
office space  located in a separate  building.  These  facilities  (all owned by
Precision) are served by truck.

Republic Conduit Division

We own 85 acres and a 130,000 square foot steel electrical conduit manufacturing
facility  located in Cedar Springs,  Georgia.  Of the 85 acres,  approximately 6
acres is used for manufacturing and storage and 79 acres is available for future
expansion.

We  own  20  acres  and a  212,000  square  foot  facility  (manufactures  steel
electrical conduit and mechanical tubing) located in Ferndale,  Michigan. Of the
20 acres,  approximately  12 acres is used for  manufacturing  and storage and 8
acres is available for future expansion.

We own 57 acres and a 180,000 square foot facility  (manufactures  rigid conduit
and mechanical tubing) located in Elyria,  Ohio. Of the 57 acres,  approximately
15 acres is used for  manufacturing  and storage and 42 acres is  available  for
future expansion.

These facilities are all served by truck, while Cedar Springs,  Georgia also has
their own rail spur.

We own 9 acres and a 24,000 square foot office building in Youngstown, Ohio.

Property Held for Sale

We also own  approximately  34 acres in  Longview,  Washington.  This site has a
168,000 square foot  manufacturing and storage facility.  The Company expects to
sell the  Longview,  Washington  land and  buildings  during 2003 as part of our
planned exit from the Longview, Washington facility.

                                       22
<Page>
ITEM 3 Legal Proceedings
------------------------

From time to time, we are involved in litigation  relating to claims arising out
of our  operations in the normal course of our business.  We maintain  insurance
coverage against potential claims in an amount, which we believe to be adequate.
We believe  that we are not  presently  a party to any  litigation  in which the
outcome would have a material adverse effect on our business or operations.

Our  businesses  are  subject  to  numerous  U.S.  and  Canadian  local,  state,
provincial and federal laws and regulations concerning environmental, health and
safety matters, including those relating to air emissions, wastewater discharges
and the generation, handling, storage, transportation, treatment and disposal of
hazardous  wastes.   Violations  of  such  laws  and  regulations  can  lead  to
substantial fines and penalties.  Also, there are risks of substantial costs and
liabilities  relating to the  investigation  and  remediation of past or present
contamination,  at current as well as former  properties  utilized  by us and at
third-party disposal sites,  regardless of fault or the legality of the original
activities that led to such contamination.  Moreover, future developments,  such
as changes in laws and regulations, more stringent enforcement or interpretation
thereof,  and claims for  property  damage or personal  injury could cause us to
incur  substantial  losses  or  expenditures.  Although  we  believe  we  are in
substantial compliance with all applicable laws and regulations, there can be no
assurance that any such law,  regulation,  enforcement or private claim will not
have a  material  adverse  effect on our  business,  results of  operations  and
financial condition.

ITEM 4 Submission of Matters to a Vote of Security Holders
----------------------------------------------------------

There were no matters  submitted,  during the quarter  ended  December  31, 2002
covered  by  this  report,  to a  vote  of  our  security  holders  through  the
solicitation of proxies or otherwise.

                                       23
<PAGE>
ITEM 4A Executive Officers
--------------------------

Set forth below are  descriptions of the  backgrounds of our executive  officers
and their principal occupations for at least the last five years:

Gregg  Eisenberg  (age 52) has served as Chairman  of the Board  since  February
1996. He has served as President,  Chief Executive Officer and a director of the
Company  since 1988.  Prior to joining the Company in 1983, he was employed with
Central Steel Tube Company for six years. He is the current president,  a former
director and past chairman of the Committee on Pipe and Tube Imports.

James A.  Cowan  (age 45) has  served  as  Executive  Vice  President  and Chief
Operating  Officer  since  March  2003.  Prior to joining  the  Company,  he was
employed as President of V&M Tubular Corporation  (formerly the Tubular Division
of North Star Steel) based in Youngstown, Ohio since 1998.

Pamela  G.  Boone  (age  40)  has  served  as  Vice   President  -  Finance  and
Administration,  Treasurer, Secretary and Chief Financial Officer of the Company
since March 2001. From January 1997 to March 2001, Ms. Boone served as Corporate
Controller.  From 1994 until she became Corporate Controller,  she served as the
Company's budget and tax accounting manager. Before joining the Company in 1994,
she was employed by Ernst & Young LLP, where she was a Senior Manager.

T.  Scott  Evans  (age 55) has  served  as  Senior  Vice  President  - Sales and
Marketing of the Company since  February  2003.  From September 1992 to February
2003, Mr. Evans served as the Company's Vice President - Commercial  Operations.
Prior to joining the Company in 1988 as General Sales  Manager,  he was employed
with Wolverine Tube  Corporation.  From January 1981 to June 1986, Mr. Evans was
employed with Republic Steel Corporation.

Sudhakar   Kanthamneni   (age  55)  has  served  as  Senior  Vice   President  -
Manufacturing  and Technology of the Company since  February  2003.  From August
1992 to February 2003, Mr.  Kanthamneni served as the Company's Vice President -
Manufacturing  and  Technology.  From May 1991 to August 1992,  Mr.  Kanthamneni
served as the Company's  Vice  President -  Manufacturing.  Prior to joining the
Company in 1987, he was employed with Central Steel Tube Company for ten years.

Richard W. Preckel (age 43) has served as Vice President - Strategic Services of
the Company  since  February  2003.  From November  2000 to February  2003,  Mr.
Preckel was the Company's  Vice President of Canadian  Operations.  From 1994 to
November  2000,  Mr.  Preckel was the  Company's  General  Manager of  Marketing
Services.  Mr.  Preckel  joined the Company in 1987 and served as the  Company's
Manager of Planning and Budgets, Controller of the Texas facility and Accounting
Manager.

                                       24
<PAGE>
--------------------------------------------------------------------------------
                                     PART II
--------------------------------------------------------------------------------

ITEM 5 Market for Registrant's Common Equity and Related Stockholder Matters
----------------------------------------------------------------------------

The  information  required by Item 5 is set forth under the caption  "Market For
Our Common Equity and Related Stockholder  Matters" (page 45) of our 2002 Annual
Report and incorporated herein by reference.

ITEM 6 Selected Financial Data
------------------------------

The  information  required by Item 6 is set forth under the caption  "Historical
Financial  Information"  (page 44) of our 2002  Annual  Report and  incorporated
herein by reference.

ITEM 7 Management's  Discussion and Analysis of Financial  Condition and Results
       of Operations
--------------------------------------------------------------------------------

The information required by Item 7 is set forth under the caption  "Management's
Discussion and Analysis of Financial Condition and Results of Operations" (pages
18 through 26) of our 2002 Annual Report and incorporated herein by reference.

ITEM 7A Quantitative and Qualitative Disclosures About Market Risk
------------------------------------------------------------------

The information required by Item 7A is set forth under the caption "Management's
Discussion and Analysis of Financial  Condition and Results of Operations" (page
26) of our 2002 Annual Report and incorporated herein by reference.

ITEM 8 Financial Statements and Supplementary Data
--------------------------------------------------

The information required by Item 8 is set forth under the caption  "Consolidated
Financial  Statements,"  the notes  thereto  and the Report of Ernst & Young LLP
(pages 27  through  42) of our 2002  Annual  Report and  incorporated  herein by
reference.

ITEM 9 Changes in and Disagreements with Accountants on Accounting and Financial
       Disclosures
--------------------------------------------------------------------------------

None.

                                       25
<PAGE>
--------------------------------------------------------------------------------
                                    PART III
--------------------------------------------------------------------------------

ITEM 10 Directors and Executive Officers of the Registrant
----------------------------------------------------------

The  information  required by Item 10 is set forth  under the caption  "Item 1 -
Election  of  Directors"  (pages  3-5) of our  definitive  proxy  statement  and
incorporated herein by reference.  Our definitive proxy statement is being filed
with the  Securities and Exchange  Commission  within 120 days of the end of our
most recent fiscal year.

ITEM 11 Executive Compensation
------------------------------

The  information  required by Item 11 is set forth under the caption  "Executive
Compensation" (page 6) of our definitive proxy statement and incorporated herein
by reference.  Our definitive proxy statement is being filed with the Securities
and  Exchange  Commission  within 120 days of the end of our most recent  fiscal
year.

ITEM 12 Security Ownership of Certain Beneficial Owners and Management
----------------------------------------------------------------------

The  information  required by Item 12 is set forth  under the caption  "Security
Ownership  of  Management"  and under the  caption  "Securities  Authorized  For
Issuance Under Equity Compensation Plans," (page 3) and (page 15), respectively,
of our definitive  proxy  statement and  incorporated  herein by reference.  Our
definitive  proxy  statement  is being filed with the  Securities  and  Exchange
Commission within 120 days of the end of our most recent fiscal year.

ITEM 13 Certain Relationships and Related Transactions
------------------------------------------------------

The  information  required by Item 13 is set forth  under the  caption  "Certain
Relationships  and  Related  Transactions"  (page  8) of  our  definitive  proxy
statement and incorporated  herein by reference.  Our definitive proxy statement
is being filed with the  Securities and Exchange  Commission  within 120 days of
the end of our most recent fiscal year.

ITEM 14 Controls and Procedures
-------------------------------

Our chief  executive  officer and chief  financial  officer  have  reviewed  and
evaluated the Company's disclosure controls and procedures within 90 days of the
filing date of this Yearly  Report.  Based on such  review and  evaluation,  the
officers  believe  that the  disclosure  controls  and  procedures  are designed
effectively  to ensure  that the  information  required to be  disclosed  by the
Company in the reports that it files or submits  under the  Securities  Exchange
Act of 1934, as amended,  (a) is recorded,  processed,  summarized  and reported
within  the time  period  specified  in the  SEC's  rules and forms and that the
information required to be discussed by the Company in the reports that it files
and submits under the  Securities  Exchange Act of 1934, as amended,  and (b) is
accumulated,  documented and communicated to the Company's management, including
the  officers,  as  appropriate  to allow timely  decisions  regarding  required
disclosure.   In  addition,  the  officers  believe  that  there  have  been  no
significant  changes in the Company's internal controls or in other factors that
could  significantly   affect  these  controls  subsequent  to  the  evaluation,
including any  corrective  actions with regard to significant  deficiencies  and
material weaknesses.

                                       26
<PAGE>
ITEM 15 Exhibits, Financial Statement Schedules and Reports on Form 8-K
-----------------------------------------------------------------------

(a)  1.   Financial Statements

          The consolidated  financial  statements of the Company,  including the
          notes  thereto,  required  in  response  to this  item as set forth in
          response  to Part II, Item 8 of this  Annual  Report are  incorporated
          herein by reference to the Company's  2002 Annual Report and are filed
          herewith as Exhibit 13.

          o    Report of Independent Auditors (page 27).

          o    Consolidated  Balance  Sheets as of  December  31,  2002 and 2001
               (page 28).

          o    Consolidated  Income  Statements for the years ended December 31,
               2002, 2001 and 2000 (page 29).

          o    Consolidated  Statements  of  Stockholders'  Equity for the years
               ended December 31, 2002, 2001 and 2000 (page 30).

          o    Consolidated  Statements  of  Cash  Flows  for  the  years  ended
               December 31, 2002, 2001 and 2000 (page 31).

          o    Notes to Consolidated Financial Statements (pages 32-42).

     2.   Financial Statement Schedule

          The following consolidated financial statement schedule of the Company
          is included with this Annual Report on Form 10-K:

          Schedule II  Valuation  and  Qualifying  Accounts  for the years ended
          December 31, 2002, 2001 and 2000.

          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:

          The  exhibits  listed on the Exhibit  Index of this Annual  Report are
          incorporated herein by reference or filed herewith as required by item
          601 of Regulation S-K (each management  contract or compensatory  plan
          or arrangement listed therein is identified).

(b)       Reports on Form 8-K:

          The Company  filed two  reports on Form 8-K during the  quarter  ended
          December 31, 2002.  Information  regarding the items reported on is as
          follows:

Date                       Item Reported On
----                       ----------------

October 16, 2002           The Company announced its earning results for the
                           quarter ended September 30, 2002.

October 16, 2002           The Company announced the signing of a definitive
                           asset purchase agreement to acquire substantially all
                           of the assets of the tubular division of The LTV
                           Corporation.

                                       27
<PAGE>
<Table>
<Caption>
                            Maverick Tube Corporation
                                and Subsidiaries
                 Schedule II - Valuation and Qualifying Accounts
                                 (In thousands)

                                                              Additions
                                                       ------------------------
                                           Balance at  Charged to    Charged
                                           beginning    cost and     to other     Deductions   Balance at
Classification                              of year     expenses     accounts      describe    end of year
-------------------------------------------------------------------------------------------------------------

                                        <c>         <c>           <c>          <c>              <c>
Year ended December 31, 2000:
 Deducted from asset account:
  Accounts receivable allowances........   $  1,520    $    979      $  --        $   358 (1)      $ 2,141
  Valuation allowance for deferred
   income taxes.........................   $  1,717    $     --      $  --        $   660 (2)      $ 2,377

Year ended December 31, 2001:
 Deducted from asset account:
  Accounts receivable allowances........   $  2,141    $    327      $  --        $    56 (1)      $ 2,412
  Valuation allowance for deferred
   income taxes.........................   $  2,377    $     --      $  --        $(1,376)(3)      $ 1,001

Year ended December 31, 2002:
 Deducted from asset account:
  Accounts receivable allowances........   $  2,412    $    449     $2,327(4)      $   --          $ 5,188
  Valuation allowance for deferred
   income taxes.........................   $  1,001    $     --      $  --        $(1,001)(5)      $    --
</Table>

(1)  Uncollectible accounts written off, net of recoveries.
(2)  Resulted from an additional  net operating loss  carryforward  generated at
     our  Longview,  Washington  facility,  which was not valued  for  financial
     statement purposes.
(3)  Resulted  from  generating  taxable  income  at  our  Longview,  Washington
     facility.
(4)  Acquired  allowances as a result of the Precision and the tubular  division
     of  The  LTV  Corporation  acquisitions  during  2002.  (5)  Resulted  from
     generating taxable income at our Hickman, Arkansas facility.

                                       28
<PAGE>
                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                               Maverick Tube Corporation
                        --------------------------------------------------------
                                   (registrant)

March 28, 2003          /s/ Gregg Eisenberg
                        --------------------------------------------------------
                            Gregg Eisenberg, Chairman, President
                            and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.

March 28, 2003          /s/ Gregg Eisenberg
                        --------------------------------------------------------
                            Gregg Eisenberg, Chairman, President
                            and Chief Executive Officer and Director
                            (Principal Executive Officer)

March 28, 2003          /s/ Pamela G. Boone
                        --------------------------------------------------------
                            Pamela G. Boone, Vice President - Finance and
                            Administration
                            (Principal Financial and Accounting Officer)

March 28, 2003          /s/ William E. Macaulay
                        --------------------------------------------------------
                            William E. Macaulay, Director

March 28, 2003          /s/ C. Robert Bunch
                        --------------------------------------------------------
                            C. Robert Bunch, Director

March 28, 2003          /s/ C. Adams Moore
                        --------------------------------------------------------
                            C. Adams Moore, Director

March 28, 2003          /s/ David H. Kennedy
                        --------------------------------------------------------
                            David H. Kennedy, Director

March 28, 2003          /s/ Wayne P. Mang
                        --------------------------------------------------------
                            Wayne P. Mang, Director

March 28, 2003
                        --------------------------------------------------------
                            J. Donald Wilson, Director

                                       29
<PAGE>
                                 CERTIFICATIONS


I, Gregg Eisenberg, Chairman of the Board, President and Chief Executive Officer
of Maverick Tube Corporation (Maverick), certify that:

1.   I have reviewed this annual report on Form 10-K of Maverick;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     Maverick as of, and for, the periods presented in this annual report;

4.   Maverick's other certifying  officer and I are responsible for establishing
     and maintaining  disclosure controls and procedures (as defined in Exchange
     Act Rules 13a-14 and 15d-14) for Maverick and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material information relating to Maverick,  including its consolidated
          subsidiaries,  is made known to us by others  within  those  entities,
          particularly  during the period in which this  annual  report is being
          prepared;

     b)   evaluated  the  effectiveness  of Maverick's  disclosure  controls and
          procedures  as of a date  within 90 days prior to the  filing  date of
          this annual report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   Maverick's other certifying officer and I have disclosed, based on our most
     recent  evaluation,  to  Maverick's  auditors  and the audit  committee  of
     Maverick's  board  of  directors  (or  persons  performing  the  equivalent
     function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls which could adversely  affect  Maverick's  ability to record,
          process,  summarize and report  financial data and have identified for
          Maverick's auditors any material weaknesses in internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a significant role in Maverick's internal controls;
          and

6.   Maverick's  other  certifying  officer and I have  indicated in this annual
     report whether or not there were significant  changes in internal  controls
     or in other  factors  that could  significantly  affect  internal  controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.


         Date:  March 28, 2003  /s/ Gregg Eisenberg
                                ------------------------------------------------
                                Gregg Eisenberg, Chairman, President
                                and Chief Executive Officer
                                (Principal Executive Officer)

                                       30
<PAGE>
                                 CERTIFICATIONS


I,  Pamela G. Boone,  Vice  President  - Finance  and  Administration  and Chief
Financial Officer of Maverick Tube Corporation (Maverick), certify that:

1.   I have reviewed this annual report on Form 10-K of Maverick;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     Maverick as of, and for, the periods presented in this annual report;

4.   Maverick's other certifying  officer and I are responsible for establishing
     and maintaining  disclosure controls and procedures (as defined in Exchange
     Act Rules 13a-14 and 15d-14) for Maverick and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material information relating to Maverick,  including its consolidated
          subsidiaries,  is made known to us by others  within  those  entities,
          particularly  during the period in which this  annual  report is being
          prepared;

     b)   evaluated  the  effectiveness  of Maverick's  disclosure  controls and
          procedures  as of a date  within 90 days prior to the  filing  date of
          this annual report (the "Evaluation Date"); and

     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   Maverick's other certifying officer and I have disclosed, based on our most
     recent  evaluation,  to  Maverick's  auditors  and the audit  committee  of
     Maverick's  board  of  directors  (or  persons  performing  the  equivalent
     function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls which could adversely  affect  Maverick's  ability to record,
          process,  summarize and report  financial data and have identified for
          Maverick's auditors any material weaknesses in internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a significant role in Maverick's internal controls;
          and

6.   Maverick's  other  certifying  officer and I have  indicated in this annual
     report whether or not there were significant  changes in internal  controls
     or in other  factors  that could  significantly  affect  internal  controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.


         Date:  March 28, 2003  /s/ Pamela G. Boone
                                ------------------------------------------------
                                Pamela G. Boone, Vice President - Finance
                                and Administration and Chief Financial Officer
                                (Principal Financial and Accounting Officer)

                                       31
<PAGE>

                                  EXHIBIT INDEX
EXHIBIT
NUMBER        DESCRIPTION
--------------------------------------------------------------------------------

2.1       Combination  Agreement by and between the  Registrant  and  Prudential
          Steel Ltd. dated as of June 11, 2000, incorporated herein by reference
          to Annex B to our definitive  proxy statement filed on August 11, 2000
          (File No. 001-10651).

2.2       Form of Plan of Arrangement  involving and affecting  Prudential Steel
          Ltd. and the holders of its common  shares and  options,  incorporated
          herein by reference to Annex D to our definitive proxy statement filed
          on August 11, 2000 (Filed No. 001-10651).

2.3       Stock  Purchase  Agreement  dated as of February 12, 2002 by and among
          the   Registrant,   Precision   Tube  Holding   Corporation   and  the
          shareholders  of  Precision  Tube  Holding  Corporation,  incorporated
          herein by reference to Exhibit 2.1 to the Registrant's  Form 8-K filed
          on February 14, 2002.

2.4       Asset Purchase  Agreement By and Among The LTV Corporation,  the Other
          Sellers Named Herein and the Registrant  dated as of October 15, 2002,
          incorporated  herein by reference  to Exhibit 2.1 to the  Registrant's
          Form 8-K filed on October 16, 2002.

2.5       Plan of  Reorganization  and  Agreement of Merger dated as of February
          19, 2003 by and among the  Registrant,  SC Acquisition,  L.P.,  SeaCAT
          Corporation   and   certain   shareholders   of  SeaCAT   Corporation,
          incorporated  herein by reference  to Exhibit 2.1 to the  Registrant's
          Form 8-K filed on February 20, 2003.

3.1       Amended and Restated  Certificate of  Incorporation of the registrant,
          as amended,  incorporated  herein by  reference  to Exhibit 3.1 to the
          Registrant's  Quarterly  Report  on Form  10-Q for the  quarter  ended
          September 30, 2000.

3.2       Amended  and   Restated   Bylaws  of  the   Registrant,   as  amended,
          incorporated  herein by reference  to Exhibit 3.2 to the  Registrant's
          Annual  Report on Form 10-K for the fiscal  year ended  September  30,
          1998.

3.3       Amend and Restated Bylaws of the Registrant, as amended,  incorporated
          herein by  reference  to  Exhibit  3.1 to the  Registrant's  Quarterly
          Report on Form 10-Q for the quarter ended March 31, 2002.

4.1       Form of Amended and Restated Shareholder Rights Agreement, dated as of
          September 22, 2000 between the Registrant and Harris Trust and Savings
          Bank (which  includes as Exhibit A thereto the Form of Preferred Stock
          Rights Certificate) incorporated herein by reference to Exhibit (5) of
          the Registrant's Form 8-A/A filed on September 26, 2000.

4.2       Form of Stock  Certificate  for Common Stock,  incorporated  herein by
          reference to Exhibit 4.1 to the Registrant's Registration Statement on
          Form S-1, (File No. 33-37363).

4.3       Form of Stock  Certificate  for Series II or Special Voting  Preferred
          Stock,  incorporated  herein  by  reference  to  Exhibit  4.3  to  the
          Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
          December 31, 2000.

4.4       Form of Share  Capital  and other  Provisions  to be  included  in the
          Articles of Incorporation of Maverick Tube (Canada) Inc., incorporated
          herein by reference to Annex E to our definitive proxy statement filed
          on August 11, 2000 (File No. 001-10651).

4.5       Form of Support  Agreement by and between the  Registrant and Maverick
          Tube (Canada) Inc., incorporated herein by reference to Annex F to our
          definitive  proxy  statement  filed  on  August  11,  2000  (File  No.
          001-10651).

                                       32
<Page>
4.6       Form of  Voting  and  Exchange  Trust  Agreement  by and  between  the
          Registrant,  Maverick  Tube  (Canada),  Inc.  and  CIBC  Mellon  Trust
          Company, incorporated herein by reference to Annex G to our definitive
          proxy statement filed on August 11, 2000 (File No. 001-10651).

10.1      Lease and Agreement dated July 24, 1992, by and between the 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 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
          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,  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 number 33-80096).

10.5      First  Supplemental  Trust  Indenture to Lease  Agreement  between the
          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  Registrant's
          Quarterly Report on Form 10-Q for the period ended June 30, 1994.

10.6*     The Maverick  Tube  Corporation  1994 Stock Option Plan,  incorporated
          herein by reference to Exhibit 10.17 of the Registrant's Annual Report
          on Form 10-K for the fiscal year ended September 30, 1994.

10.7*     The Maverick Tube Corporation Director Stock Option Plan, incorporated
          herein by reference to Exhibit 10.18 of the Registrant's Annual Report
          on Form 10-K for the fiscal year ended September 30, 1994.

10.8*     Form of Deferred  Compensation  Agreement  between the  Registrant and
          Messrs. Gregg 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.

10.9*     Form of Severance  Agreement dated December 10, 1998, by and among the
          Registrant  and Gregg  Eisenberg,  Sudhakar  Kanthamneni  and T. Scott
          Evans,  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, 1998.

10.10*    Amendment #1 to the Maverick Tube  Corporation  Director  Stock Option
          Plan,  incorporated  herein  by  reference  to  Exhibit  10.24  of the
          Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
          September 30, 1996.

10.11*    Amendment #1 to the Maverick Tube  Corporation 1994 Stock Option 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     Agreement  of Limited  Partnership  between the  Registrant,  Maverick
          Investment Corporation and Maverick Tube L.P.,  incorporated herein by
          reference to Exhibit 10.13 of the  Registrant's  Annual Report on Form
          10-K for the fiscal year ended September 30, 1998.

                                       33
<Page>
10.13*    The  Registrant's  Amended and Restated  Prudential  Steel Ltd.  Stock
          Option Plan  incorporated  herein by  reference to Exhibit 99.1 of the
          Registrant's   Form  S-8  filed  on  September  27,  2000,  (File  No.
          335-46740).

10.14*    Amended and Restated  Prudential  Steel Ltd. Pension Plan for Salaried
          Employees restated effective January 1, 1992 and including  amendments
          to January 1, 1998,  incorporated herein by reference to Exhibit 10.15
          of the  Registrant's  Annual  Report on Form 10-K for the fiscal  year
          ended December 31, 2000 (In Canadian Dollars).

10.15     Amended and Restated Secured Credit Agreement among the Registrant and
          Harris  Trust and Savings Bank as Agent dated as of December 28, 2000,
          incorporated  herein by reference to Exhibit 10.16 of the Registrant's
          Annual  Report on Form 10-K for the  fiscal  year ended  December  31,
          2000.

10.16     Credit Facility between Prudential Steel Ltd. and Royal Bank of Canada
          dated as of December  27,  2000,  incorporated  herein by reference to
          Exhibit 10.17 of the  Registrant's  Annual Report on Form 10-K for the
          fiscal year ended December 31, 2000 (In Canadian Dollars).

10.17     Lease and  Agreement  dated  January  10,  2001,  by and  between  the
          Registrant and Commercial Resins Company, Inc., incorporated herein by
          reference to Exhibit 10.18 of the  Registrant's  Annual Report on Form
          10-K for the fiscal year ended December 31, 2000.

10.18*    Prudential Steel Ltd. Supplemental Employees' Retirement Plan dated as
          of January 1, 1994,  incorporated herein by reference to Exhibit 10.19
          of the  Registrant's  Annual  Report on Form 10-K for the fiscal  year
          ended December 31, 2000.

10.19*    Change  of  Control  Agreement  dated  April 28,  1998 by and  between
          Prudential  Steel  Ltd.  and J.  D.  Wilson,  incorporated  herein  by
          reference to Exhibit 10.20 of the  Registrant's  Annual Report on Form
          10-K for the fiscal year ended December 31, 2000.

10.20     First  Amendment to Amended and  Restated  Secured  Credit  Agreement,
          incorporated  herein by reference to Exhibit 10.1 of the  Registrant's
          Quarterly Report on Form 10-Q for the period ended March 31, 2001.

10.21*    Second Amendment to the 1994 Stock Option Plan, incorporated herein by
          reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form
          10-Q for the period ended March 31, 2001.

10.22*    Collective  Bargaining Agreement between Prudential Steel Ltd. and the
          United Steelworkers of America, Local 7226, effective as of January 1,
          2001 through  December 31, 2003,  incorporated  herein by reference to
          Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the
          period ended June 30, 2001 (In Canadian Dollars).

10.23     Amending  Letter to the  Letter  Agreement  dated  December  27,  2000
          between  Prudential Steel Ltd. and Royal Bank of Canada,  incorporated
          herein by  reference  to Exhibit  10.1 of the  Registrant's  Quarterly
          Report on Form 10-Q for the period ended September 30, 2001.

10.24     Waiver  Letter to the Amended and Restated  Secured  Credit  Agreement
          among the  Registrant and Harris Trust and Savings Bank as Agent dated
          as of December 28, 2000,  incorporated  herein by reference to Exhibit
          10.2 of the Registrant's  Quarterly Report on Form 10-Q for the period
          ended September 30, 2001.

10.25*    Form of Secured Note  Agreement  among  certain  employees of Maverick
          Tube Corporation and Maverick Tube Corporation, incorporated herein by
          reference to Exhibit 10.3 of the Registrant's Quarterly Report on Form
          10-Q for the period ended September 30, 2001.

                                       34
<Page>
10.26     Second  Amendment to Amended and Restated  Secured  Credit  Agreement,
          filed herein by reference to Exhibit 10.27 of the Registrant's  Annual
          Report on Form 10-K for the fiscal year ended December 31, 2001.

10.27     Credit  Agreement dated as of March 29, 2002 among  Registrant and its
          subsidiaries,  on the one hand, and the Senior  Lenders,  on the other
          hand,  incorporated  herein  by  reference  to  Exhibit  10.1  of  the
          Registrant's Form 8-K filed on March 29, 2002.

10.28     First  Amendment to Credit  Agreement  dated as of July 15, 2002 among
          Registrant  and its  subsidiaries,  on the one  hand,  and the  Senior
          Lenders,  on the  other  hand,  incorporated  herein by  reference  to
          Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the
          period ended September 30, 2002.

10.29     Amended and Restated Credit Agreement dated as of December 31, 2002 by
          and among the Registrant and its subsidiaries, on the one hand, and JP
          Morgan Chase Bank, CIT Business Credit Canada Inc.,  General  Electric
          Capital Corporation,  and other financial lenders now or hereinafter a
          party to the  agreement,  on the other  hand,  incorporated  herein by
          reference  to  Exhibit  10.1 of the  Registrant's  Form  8-K  filed on
          January 3, 2003.

10.30*    Collective Bargaining Agreement between the Registrant. and the United
          Steelworkers  of  America,  effective  as of January  1, 2003  through
          November 15, 2005,  incorporated  herein by reference to Exhibit 10.30
          of the  Registrant's  Annual  Report on Form 10-K for the fiscal  year
          ended December 31, 2002.

10.31*    Collective Bargaining Agreement between the Registrant. and the United
          Steelworkers  of  America,  effective  as of January  1, 2003  through
          November 15, 2005,  incorporated  herein by reference to Exhibit 10.31
          of the  Registrant's  Annual  Report on Form 10-K for the fiscal  year
          ended December 31, 2002.

13        Portions of Registrant's 2002 Annual Report to Stockholders  which are
          incorporated by reference herein, filed herewith.

21        Subsidiaries of the Registrant, filed herewith.

23.1      Consent of Ernst & Young LLP, independent auditors, filed herewith.

99.1      Certificate (Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to
          Section  906 of the  Sarbanes-Oxley  Act of 2002)  of Chief  Executive
          Officer.

99.2      Certificate (Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to
          Section  906 of the  Sarbanes-Oxley  Act of 2002)  of Chief  Financial
          Officer.

*         Management contract or compensatory plan or arrangement.

                                       35