<PAGE>

                                  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, 2000. 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

DELAWARE                                                             43-1455766
--------------------------------------------------------------------------------
(State or other  jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

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. (X)

The  aggregate  market  value of the  33,486,744  voting  shares of Common Stock
(including  6,717,836 shares of Exchangeable  Shares) held by  non-affiliates of
the  Registrant  as of March 12,  2001 was  $703,221,624  based upon the closing
price as reported on the New York Stock  Exchange on that date.  As of March 12,
2001,  the  Registrant  had  33,732,118  outstanding  shares of Common Stock and
Exchangeable Shares.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the  following  documents  are  incorporated  by reference  into the
specified parts of this Annual Report on Form 10-K:

Maverick Tube Corporation 2000 Annual Report into Part I, II and IV

Maverick Tube Corporation definitive proxy statement for the 2001 Annual Meeting
of Stockholders into Part III

<PAGE>
                   MAVERICK TUBE CORPORATION AND SUBSIDIARIES

                                      INDEX

PART I.

Item 1.           BUSINESS
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 DISCLOSURES 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

PART IV.

Item 14.          EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
                    FORM 8-K

                  SIGNATURES

                  EXHIBIT INDEX

<PAGE>

We make forward-looking statements in this Form 10-K and in our public documents
that are incorporated by reference,  which represent our expectations or beliefs
about future events and financial performance. You can identify these statements
by  forward-looking  words such as "expect,"  "believe,"  "anticipate,"  "goal,"
"plan," "intend,"  "estimate,"  "may," "will" or similar words.  Forward-looking
statements   are  subject  to  known  and  unknown  risks,   uncertainties   and
assumptions, including:

 *     oil and gas price volatility;
 *     steel price volatility;
 *     domestic and foreign competitive pressures;
 *     fluctuations in industry-wide inventory levels;
 *     the presence or absence of governmentally imposed trade restrictions;
 *     plans for our new large diameter facility;
 *     plans for our cold drawn tubing business;
 *     plans for our Longview, Washington facility;
 *     seasonal fluctuations;
 *     steel supply;
 *     asserted and unasserted claims;
 *     compliance with laws and regulations;
 *     presence of a collective bargaining agreement;
 *     those other risks and  uncertainties  discussed in Exhibit 99.1 of this
        Form 10-K and  elsewhere in this and our other filings with the
        Securities and Exchange Commission.

In light of these risks,  uncertainties  and  assumptions,  the  forward-looking
events  discussed  may not occur.  In  addition,  actual  results  could  differ
materially from those suggested by the forward-looking statements.  Accordingly,
you  should not place  undue  reliance  on the  forward-looking  statements.  We
undertake  no  obligation  to  publicly  update  or revise  any  forward-looking
statements, whether as a result of new information, future events or otherwise.

                                     PART I

ITEM 1

BUSINESS

General

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  subsidiary  Prudential  Steel Ltd.
("Prudential")  and its  direct  and  indirect  subsidiaries.  Also,  unless the
context  otherwise  requires,  the  terms  "we,"  "us" and  "our"  refers to the
Company.

We are a leading domestic  producer of tubular steel products used in energy and
industrial  applications.  We manufacture "oil country tubular goods," which are
steel tubular  products used in the completion and production of oil and natural
gas wells. We also serve the energy industry by  manufacturing  line pipe, which
is used primarily in the  transportation  of oil and natural gas. For industrial
applications,  we  manufacture  structural  tubing and  standard  pipe.  We also
recently began producing "cold drawn tubing" in our industrial products segment,
which  is used as a  component  of high  quality  products  that  require  close
tolerances.  During calendar 2000,  energy products  accounted for approximately
80% 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.

Recent Developments

On  September  22,  2000,   Maverick  completed  a  business   combination  with
Prudential,  a corporation  existing  under the laws of the Province of Alberta,
Canada.  Pursuant  to the  terms  of the  combination,  Prudential  stockholders
received 0.52 of an exchangeable share, issued by Maverick Tube (Canada) Inc., a
wholly-owned Canadian subsidiary of Maverick,  for each Prudential common share.
Consequently,   Prudential   stockholders   received   a  total  of   15,813,088
exchangeable  shares. The exchangeable shares are Canadian securities that began
trading on The Toronto  Stock  Exchange on  September  27, 2000 under the symbol
MAV. These shares have the same voting rights,  dividend  entitlements and other
attributes as shares of the Company's common stock and are exchangeable, at each
exchangeable   stockholder's  option,  for  the  Company's  common  stock  on  a
one-for-one  basis.  The transaction was accounted for as a pooling of interests
and thus the financial  statements and management's  discussion and analysis for
the fiscal years ended September 30, 1999 and 1998 have been restated to include
the operations and activities of Prudential.

As a result of the combination  with  Prudential,  the Company has two principal
operating subsidiaries, Maverick Tube, L.P., a Delaware limited partnership, and
Prudential.   Maverick  Tube,  L.P.  conducts  substantially  all  of  our  U.S.
operations  while  Prudential   conducts   substantially  all  of  our  Canadian
operations.

In conjunction with the completion of the Prudential  transaction,  the Maverick
Board of  Directors  approved a change in the fiscal year end of  Maverick  from
September 30 to December 31, effective with the calendar year beginning  January
1, 2000. Accordingly, our fiscal year is now on a calendar year basis.

As a result of the differing year-ends of Maverick and Prudential,  prior to the
combination  and  Maverick's  change in year-end,  the financial  statements for
dissimilar year-ends have been combined.  Maverick's financial statement for its
fiscal  year  ended  September  30,  1999  and  1998  have  been  combined  with
Prudential's  financial  statements  for the years ended  December  31, 1999 and
1998.  Thus,  Prudential's  results of  operations  for the three  months  ended
December 31, 1999 are included in both the year ended  September  30, 1999 and a
three-month transition period ended December 31, 1999.

To  further  our  growth and  enhance  our  ability to compete in our energy and
industrial businesses,  we recently completed the construction of and equipped a
new large diameter facility  immediately  adjacent to our current  facilities in
Hickman,  Arkansas,  at a cost of $51.0  million.  This  facility  allows  us to
include larger diameter pipe and tubing products in our product line offerings.

Based principally on historical product  relationships and our assumptions about
markets, we estimate that our product size range prior to the new large diameter
facility allowed us to compete for  approximately 49% of the total tons consumed
in all of the markets we serve.  Similarly,  we estimate that our expansion into
the production of larger  diameter pipe and tubing  products  should allow us to
compete for approximately 67% of the total tons consumed in these markets.  This
represents an estimated increase of approximately 37% of the total tons consumed
for which we can compete in the markets we serve. We began limited production of
select industrial  products at the new facility during December 2000.  Recently,
we have demonstrated the ability to produce and ship our full product line.

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,     1 1/2" - 16"
                                 line pipe, standard pipe,
                                 structural shapes and rounds,
                                 and piling

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

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

Longview, Washington             Oil country tubular goods,     2 3/8" - 10 3/4"
                                 structural shapes and rounds
                                 and line pipe

Beaver Falls, Pennsylvania       Cold drawn mechanical tubular  1 3/4" - 12"

     (1)  Represents outside diameter measurement.  Structural tubing can have a
          square, rectangular or round cross-section.

For  information  with  regard to total  revenue,  operating  profit or loss and
identifiable  assets  attributable to each of the business segments,  see Note 1
and 12 to the Consolidated  Financial Statements on page 30 and 35 of our Annual
Report to  Stockholders  for the Year Ended  December  31,  2000  ("2000  Annual
Report"), portions of which are filed as Exhibit 13, hereto.

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, our
entry into the cold drawn tubular market in 1998, the addition of large diameter
pipe and tubing to our product lines and our recent combination with Prudential.
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 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 the new large diameter  facility is
an example of this strategy.

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        make capital expenditures designed 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

Oil country  tubular goods  consist 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 its 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.

The oil country  tubular goods 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 1996:

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

4Q96      $24.65                  $2.88                           $1.39
1Q97      $23.46                  $2.59                           $1.69
2Q97      $19.92                  $2.04                           $1.23
3Q97      $19.73                  $2.37                           $1.14
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

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 December  1987 of 1,162 rigs and a low in April 1999 of 496.  Since July
1987,  the Baker Hughes  Canadian  rig count hit a high in February  2000 of 544
rigs and a low in April  1992 of 32.  The  following  charts  show the U.S.  and
Canadian  rig count  since the  fourth  quarter  1996 and our  shipments  of oil
country tubular goods for the same period:

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

4Q96                            72,186                         846
1Q97                            68,248                         856
2Q97                            76,231                         936
3Q97                            90,766                         992
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                         771
2Q00                            80,816                         845
3Q00                            88,411                         981
4Q00                            79,877                       1,076


              Quarterly Prudential OCTG Shipments     Canadian Rig Count
-------------------------------------------------------------------------------

4Q96                            45,706                         320
1Q97                            44,781                         395
2Q97                            37,929                         258
3Q97                            48,812                         400
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

The level of industry inventories maintained by manufacturers,  distributors and
end users also affects the U.S. oil country tubular goods 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 oil
country   tubular  goods  in  Canada  as  distributors  do  not  generally  hold
significant amounts of inventory.

For calendar year 1999 and 1998,  declining  industry inventory levels satisfied
14.0% and 8.5% of the U.S. oil country tubular goods consumption,  respectively.
For calendar year 2000,  increasing industry inventory levels added an estimated
18.9% to the U.S. oil country tubular goods demand for production.

Import  levels of foreign  oil country  tubular  goods into North  America  also
significantly  affect the North American oil country tubular goods 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 oil country  tubular
goods, 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.  Since 1986, the level of imports of oil country  tubular goods from
Canada and Taiwan has been  reduced by the  existence  of duties  imposed by the
United States government (rescinded in June 2000). In addition,  since 1995, the
level of imports of oil country  tubular  goods from  Argentina,  Italy,  Japan,
Korea and Mexico has also been reduced by the existence of anti-dumping  duties.
The U.S.  International  Trade Commission is scheduled to review these duties in
2001. If these duties expire or are renewed on a less stringent  basis, we could
be exposed to increased competition from imports.

The following table  illustrates  certain factors related to industry-wide  U.S.
and  Canadian  drilling   activity,   oil  country  tubular  goods  consumption,
shipments, imports and inventories during the periods presented:

                                                  Year Ended December 31,
                                              2000         1999          1998
                                         ---------------------------------------


U.S. Market Activity:
Average rig count                             918           624           827

U.S. oil country tubular goods
  consumption (in thousands of tons):
U.S. producer shipments                     1,856           901         1,217
Imports                                       717           170           343
Inventory (increase)/decrease                (436)          202           156
Used pipe                                     174           174           111
                                         ---------------------------------------
   Total U.S. Consumption                   2,311         1,447         1,827
                                         =======================================

                                                  Year Ended December 31,
                                              2000         1999          1998
                                         ---------------------------------------

Canadian Market Activity:
Average rig count                             344           244           263

Canadian oil country tubular goods
  consumption (in thousands of tons):
Canadian producer shipments                   465           303           350
Imports                                       273           160           157
Inventory (increase)/decrease                  25            10           (15)
                                         ---------------------------------------
   Total Canadian consumption                 763           473           492
                                         =======================================

The U.S.  rig  count in the table is based on weekly  rig count  reporting  from
Baker  Hughes,  Inc.  Imports are as reported by Duane Murphy and  Associates in
"The OCTG Situation  Report."  Inventory  (increase)/decrease  are our estimates
based  upon  independent  research  by Duane  Murphy and  Associates.  Used pipe
quantities are calculated by multiplying 8.3 recoverable  tubing and casing tons
by the number of abandoned oil and gas wells.  U.S.  producer  shipments are our
estimates calculated based on the components listed above.

The Canadian rig count in the table is based on weekly rig count  reporting from
Baker  Hughes,  Inc.  Imports are as reported by  Statistics  Canada.  Inventory
(increase)/decrease  are our  estimates  based upon data  reported by Statistics
Canada. Canadian shipments are reported by Statistics Canada Steel Pipe and Tube
Report.

Manufacturers  produce oil country  tubular  goods in numerous  sizes,  weights,
grades and end  finishes.  We believe  that most oil country  tubular  goods are
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.  Oil country tubular goods are generally classified into groupings of
"carbon" and "alloy"  grades.  Carbon  grades of oil country  tubular goods 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 oil country  tubular goods 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 oil country  tubular  goods 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 oil
country tubular goods 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.

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 oil country  tubular
goods consumed  annually.  We believe electric  resistance  welded products have
captured a  significant  majority of the carbon grade oil country  tubular goods
market, while seamless products retain a significant majority of the alloy grade
oil country  tubular  goods  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 oil country
tubular goods market, but also on the level of pipe line construction  activity,
line pipe  replacement  requirements,  new residential  construction and utility
purchasing programs.


Our Energy Products

We manufacture oil country tubular goods used for production tubing,  production
casing and surface  casing,  and we also  manufacture  line pipe. We do not make
drill pipe. We produce all of our oil country  tubular goods and line pipe 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, 2000                   341,610      222,487        72.0%
Three months ended December 31, 1999            89,450       49,612        70.9%
Year ended September 30, 1999                  184,958      101,864        61.1%
Year ended September 30, 1998                  263,248      184,825        69.6%

PRUDENTIAL
Year ended December 31, 2000                   325,092      227,228        90.5%
Year ended December 31, 1999                   188,089      123,285        86.7%
Year ended December 31, 1998                   142,278      104,989        88.2%

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 provided additional tons which optimizes mill operations and
improves  fixed cost  absorption.  Prudential  tolling  tons for the years ended
December 31, 2000,  1999 and 1998 were 26,444,  9,626 and 17,551,  respectively.
Net sales  associated  with tolling tons for the years ended  December 31, 2000,
1999 and 1998 were $4,433,000, $1,403,000 and $2,648,000, 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 oil country tubular goods in custom
or proprietary  grades.  We design and engineer our custom and  proprietary  oil
country tubular goods 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.

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  oil country  tubular  goods 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.  Two 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 16%, 14% and 14%
of the tons of energy  products sold calendar year 2000,  fiscal 1999 and fiscal
1998, respectively.  Carbon grade tubing and casing accounted for the balance of
these tons.

We  manufacture  oil country  tubular goods 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 oil country tubular goods and line
pipe tonnage produced in the western  hemisphere in calendar 2000 fell into this
size range.

Marketing

We sell oil country tubular goods 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 2000,  fiscal 1999
and  fiscal  1998  were  $19.5   million,   $11.3  million  and  $17.9  million,
respectively. Maverick sales to other foreign customers in calendar 2000, fiscal
1999 and fiscal  1998 made up an  additional  $77,000,  $200,000  and  $900,000,
respectively.  Prudential sales to U.S. customers in calendar 2000 and 1999 were
$8.4 million and $1.0 million,  respectively.  Prudential did not have any sales
to U.S. customers in fiscal 1998. Our marketing philosophy emphasizes delivering
competitively  priced quality  products and providing a high level of service to
our customers.  With the completion of our new large diameter  facility,  we are
marketing  ourselves as a broad line  supplier of oil country  tubular goods 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, 2000 and September 30, 1999,  our backlog  orders  (including
bill and hold orders not yet  shipped)  for oil country  tubular  goods and line
pipe products were approximately $128.2 million and $82.8 million, respectively.
All of the backlog  orders as of December  31, 2000 are expected to be filled by
the end of calendar  2001. We consider only $9.0 million and $3.7 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  oil  country  tubular  goods  and  line  pipe  products  at our
facilities  in  Hickman,  Arkansas,  Conroe,  Texas,  Longview,  Washington  and
Calgary,  Alberta.  We began limited production of select industrial products at
our new large diameter  facility adjacent to our Hickman,  Arkansas  facilities,
during  December 2000. The  facilities  are  strategically  located to serve the
energy markets in the United States and Canada.  The new large diameter facility
that will produce  approximately  75% energy related products and 25% industrial
related  products in larger sizes than we currently  produce.  We can  currently
produce  at a  consolidated  maximum  rate of  approximately  1,209,000  tons of
finished products per year with approximately  967,000 tons currently  dedicated
to energy  related  products.  After the  completion  of our new large  diameter
facility,  we expect  these  amounts  to  increase  to  1,459,000  total tons of
capacity and 1,154,500 tons of energy  capacity per year. We operated our energy
facilities  at a  capacity  utilization  of  approximately  69% and  44%  during
calendar 2000 and fiscal 1999, 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  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 75% of
an employee's salary and wages.

During calendar 2000, fiscal 1999 and fiscal 1998, we spent $10.9 million,  $6.4
million  and $26.4  million,  respectively,  on new  capital  equipment  for our
existing energy  facilities.  Capital  expenditures  for fiscal 1998 include the
construction costs of the Longview,  Washington  facility.  Capital expenditures
related to the new large  diameter  facility  were  approximately  $48.6 million
during calendar 2000. Our capital budget for calendar 2001 is $12.0 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 oil country  tubular goods 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 oil country tubular goods market,  our more  significant U.S.
competitors are Lone Star Steel Company and Newport Steel Company, which produce
electric  resistance  welded pipe, and United States Steel Corporation and North
Star Steel Company, which primarily produces 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.  During  calendar  years 2000,  1999 and 1998, we
estimate that  domestic oil country  tubular  goods market  penetration  of tons
consumed  by imports  into the U.S.  was 31.0%,  11.7% and 18.8%,  respectively.
During calendar years 2000, 1999 and 1998, we estimate that domestic oil country
tubular  goods market  penetration  of tons  consumed by imports into Canada was
35.8%, 33.8% and 31.9%, respectively.

We, as well as the oil country  tubular  goods  industry in general,  experience
seasonal  fluctuations  in  demand  for  our  products.  For  instance,  weather
conditions  during the first half of the calendar  year  normally  make drilling
operations  more  difficult  in the  United  States  while the  second and third
quarters are difficult  drilling  conditions in western Canada. For this reason,
drilling activity and the corresponding demand for our oil country tubular goods
within the United  States  generally  will be lower  during our first and second
quarters, as compared with the third and fourth quarters.  Drilling activity and
corresponding  demand for our oil country tubular goods within Canada  generally
will be lower during the second and third  quarters,  as compared with the first
and fourth quarters.


Industrial Industry

General

We manufacture  structural  tubing products,  standard pipe and piling products.
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.

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

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 2000, 1999 and 1998 was
2.2 million, 2.0 million and 2.0 million tons, respectively.

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 2000,  1999 and 1998 was 2.8
million,  2.4 million  and 2.6  million  tons,  respectively.  In recent  years,
standard  pipe has faced  limited new  competition  from plastic pipe in certain
applications.

Our Products

With the completion of our new large diameter  facility,  we can produce square,
rectangular and round  structural  tubing and standard pipe at our facilities in
sizes ranging from 1 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 and standard
pipe, the number of different  products  produced for the  industrial  market is
considerably larger than that produced for the oil country tubular goods market.
The annual capacity at our structural  facilities is approximately 242,000 tons.
After the completion of our new large diameter  facility,  we expect this amount
to increase to 304,500  tons.  During  calendar  2000 and fiscal  1999,  we were
operating  at  approximately  78%  and  77%,  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, 2000                157,080        71,422          23.1%
Three months ended December 31, 1999         40,351        17,620          25.2%
Year ended September 30, 1999               148,275        64,822          38.9%
Year ended September 30, 1998               164,973        80,565          30.4%

PRUDENTIAL
Year ended December 31, 2000                 41,004        19,337           7.7%
Year ended December 31, 1999                 38,133        17,507          12.3%
Year ended December 31, 1998                 21,291        11,425           9.6%

The new large  diameter  facility in Hickman,  Arkansas  will  increase the size
range of our structural  tube and standard pipe  offerings,  thus allowing us to
market a broader line of products for  industrial  applications.  We expect that
the  new  large  diameter  facility  will  add an  additional  100,000  tons  in
structural  and standard pipe  capacity.  As a result of this new  facility,  we
expect to gain additional  complementary  sales by offering larger sizes,  while
limiting  the amount of  additional  expenses.  This new  facility  allows us to
market  ourselves  as a broad line  producer of  structural  tubing and standard
pipe.

Marketing

The structural tubing and standard pipe markets are somewhat regional in nature,
primarily because order sizes are smaller and lead-time requirements are shorter
than  for  oil  country  tubular  goods.   We  currently  sell   principally  to
distributors,  but since 1997,  we  significantly  increased  our sales to large
end-user  customers.  As in the case of oil country tubular goods, 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 that we will  produce upon  completion  of our large  diameter  facility.
Because the  application  of  structural  tubing and standard  pipe  products 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
oil country  tubular  goods.  This finished  goods  inventory  will consist of a
larger  number of items than in the case of oil country  tubular  goods.  We use
experienced manufacturing representatives in our sales efforts.

As of  December  31,  2000 and  September  30,  1999,  our backlog of orders for
structural  tubing  and  standard  pipe  were  $9.0  million  and $8.5  million,
respectively.  All of the backlog orders as of December 31, 2000 are expected to
be filled by the end of calendar  2001.  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  facilities  located  in  Hickman,  Arkansas,
Longview,  Washington and in Calgary,  Alberta.  We are also currently producing
structural round tubing products and standard pipe at our Hickman,  Arkansas and
Conroe, Texas facilities.  We began production of larger sized structural tubing
and standard pipe at our large diameter facility in March 2001.

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 85% of the  domestic  tonnage of all
sizes  of  domestic  structural  tubing  products  consumed.   Similarly,  after
completing  the new  large  diameter  facility,  we  estimate  that we should be
capable  of  manufacturing  sizes  that  account  for more than 97% of  domestic
tonnage consumed.

We  believe  that  the  types  of  standard  pipe  products  we are  capable  of
manufacturing account for approximately 25% of the domestic tonnage of all types
of the U.S.  standard pipe products  consumed.  After  completing  the new large
diameter facility, we expect to be capable of manufacturing more than 41% of the
domestic tonnage of all sizes of U.S. products consumed.

Consistent  with  our  manufacturing  strategy  for oil  country  tubular  goods
production,  we  believe  we are a  low-cost,  high-volume  producer  of quality
structural tubing and standard pipe products. We believe that the application of
our efficient  manufacturing  process originally developed for the production of
oil country  tubular  goods,  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  2000,  fiscal  1999 and  fiscal  1998,  we  spent  $1,384,000,
$1,500,000 and $722,000, respectively, on additional equipment at our industrial
facility in Hickman, Arkansas. Our capital budget for our industrial facility in
Hickman,  Arkansas for calendar  2001 is $1.3  million.  We expect these capital
expenditures to result in manufacturing  cost savings and quality  improvements.
Capital  expenditures  related to our  facilities  in Longview,  Washington  and
Calgary, Alberta are included in the energy pipe industry section.  Although the
Longview,  Washington and Calgary,  Alberta  facilities  manufacture  industrial
products, these facilities are primarily energy product focused and only produce
industrial products to fill out mill capacity.

Competition

Although a significant market for structural tubing is located within a 400-mile
radius of our Hickman  structural  facility,  no other major  structural  tubing
facility  is  currently  located  within  this area.  Non-domestic  competitors,
primarily from Canada,  represented  31%, 32% and 23% of total domestic sales of
structural  tubing in  calendar  years  2000,  1999 and 1998,  respectively.  We
compete  primarily  against several domestic and numerous  foreign  producers of
structural tubing. Our more significant  structural tube competitors are Pinkert
Industrial Group LLC., LTV Copperweld, 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  39%,  30% and 31% of total  domestic  sales of  standard  pipe in
calendar years 2000, 1999 and 1998, respectively.  Our more significant standard
pipe  competitors  are Wheatland  Tube Company,  Armco,  Inc.,  Sawhill  Tubular
Division, Laclede Steel Company and IPSCO Tubulars, Inc.

We believe that the  principal  competitive  factors  affecting  our  structural
tubing and standard pipe 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 oil country tubular goods market.


The Cold Drawn Tubing Market

General

The cold drawn tubing market is made up of  mechanical  or pressure  tubing used
for applications  that require closer  tolerances and/or a better surface finish
than ordinary  electrical  resistance  welded or seamless tubing.  The following
table describes some of these applications:

     Industrial Uses                Oilfield Uses             Consumer Uses
--------------------------------------------------------------------------------

Hydraulic, pneumatic              Mud pumps                 Motorcycle forks
   and gas cylinder stock
                                  Precision pumps           Exercise equipment
Power takeoff and auger
   shafts                         Perforating tubes         Office furniture

Electric motor housings           Subsurface pump shells    Playground equipment

Conveyor rollers                  Coupling stock            Bicycles

Axles                                                       Boat trailers

Cold drawn tubing starts with either a plain-end  electric  resistance welded or
seamless  tube.  The source tube is then pulled through a die and over a mandrel
to create precise outside and inside  diameters or wall tolerances and to create
a smoother finish.

The cold drawn tubing market is driven primarily by the general  economy.  Other
factors include  agricultural prices and infrastructure  construction due to the
large  quantity of cold drawn  tubing  consumed in  cylinder  manufacturing  for
agriculture and construction  machinery. We believe the market size is currently
about 516,000 tons per year. Imports have typically  satisfied about 5% of total
consumption.

The market is made up of three  segments  based upon  outside  diameter and wall
thickness of the tube, as follows:

                                 Outside Diameter           Wall Thickness
--------------------------------------------------------------------------------

Group 1                            through 4"                 through .134"
Group 2                            4" through 7 1/2"          through .320"
Group 3                            above 7 1/2"               all

Our Products

Maverick primarily  manufacture and sell cold drawn tubing products in the Group
2 and Group 3 market segments as shown above.

The following table shows our drawn  mechanical  tubing (DOM) shipments in tons,
net sales and as a percentage of overall sales measured in dollars:

                                                           DOM
                                                        Net Sales       % of
                                              Tons       (000's)      Net Sales
                                           -------------------------------------

MAVERICK
Year ended December 31, 2000                   14,341        15,278         4.9%
Three months ended December 31, 1999            2,365         2,736         3.9%

Marketing

Our current  customer base for cold drawn tubing is primarily made up of service
centers. Generally,  because cold drawn tubing products are components of larger
products,  order sizes range from 5,000 to 10,000 pounds,  which is smaller than
our typical order sizes for structural  tubing or oil country  tubular goods. We
almost always  manufacture  cold drawn tubing  products to order  resulting in a
finished goods  inventory  that is smaller than our finished goods  inventory of
structural or energy products.  Currently, the industry lead-time for cold drawn
tubing is approximately six to seven weeks.

As of December 31, 2000 and September 30, 1999, our backlog of cold drawn tubing
orders were  approximately  $1,163,000  and  $900,000,  respectively.  We do not
consider any of our backlog firm. 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 given time  ultimately will
be realized.

Manufacturing

In fiscal  1998,  we acquired  the assets used in the  production  of cold drawn
tubular products at our production facility in Beaver Falls, Pennsylvania.  This
facility began production  during the first quarter of fiscal 1999. We expect to
supply  approximately 75% of this facility's raw material  requirements from our
other  production  facilities.  We purchase the remainder from outside  sources,
which include both smaller diameter pipe with heavier walls and seamless pipe.

During calendar 2000 and fiscal 1999, we spent  approximately  $2.7 million each
year on additional  equipment for the Beaver Falls facility.  Our capital budget
for calendar 2001 is $800,000. We expect these capital expenditures to result in
manufacturing  cost  savings  and  quality   improvements.   We  currently  have
approximately 75,000 tons of drawing capacity annually.

Competition

A significant market for drawn tubing is located within a 500-mile radius of the
Pennsylvania  facility.  Our primary  competitors  in this  market are  Alliance
Midwest,  Copperweld,  Lone Star Steel, LTV, Metal Matic, Pacific Tube, Plymouth
Tube,  Pittsburgh  Tube,  Vision Metals and Webco. We believe that the principal
competitive  factors  affecting our drawn tubular  products are price,  quality,
product availability, delivery and service.

Raw Materials

We make all steel purchases at either our headquarters in Chesterfield, Missouri
or our Canadian  headquarters in Calgary,  Alberta in order to optimize pricing,
quality,  availability  and  delivery  of our raw  materials.  During  2000,  we
consumed  approximately 2.0% of the total amount of hot rolled steel produced in
North America.  Accordingly, we believe that we are generally considered to be a
significant  purchaser by our steel  suppliers.  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  72% of
consolidated purchases made from Nucor Corporation,  IPSCO Steel, Inc., Dofasco,
Inc. and Salzgitter  Trade,  Inc. Nucor's mill in Hickman,  Arkansas is directly
connected by rail to our Hickman  facilities,  thus eliminating our raw material
freight  costs for raw  materials  purchased  from  Nucor.  Unlike  our  Hickman
facilities our facilities in Conroe,  Texas,  Longview,  Washington 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, 2000, we employed 2,079 persons,  of whom 697 were Prudential
employees and 1,382 were Maverick  employees.  A union represents  approximately
68% of Prudential employees. We consider our employee relations to be excellent.


ITEM 2

PROPERTIES

We lease  approximately  40,000  square  feet of office  space in  Chesterfield,
Missouri for our executive offices under a lease,  which expires in 2008. We use
180 acres of our  200-acre  site in Hickman,  Arkansas for three  facilities.  A
315,000 square foot oil country  tubular goods  manufacturing  plant and storage
space  utilizes 55 acres. A 275,000 square foot  structural  tube  manufacturing
plant is located  adjacent to the existing oil country  tubular goods  facility.
Approximately 120,000 square feet of this facility is utilized for manufacturing
with the  remainder  used for inventory  and material  storage and shipping.  We
occupy both  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 space utilizes 50 acres. This new
large  diameter  facility  is owned by the  Company  and will  produce  both oil
country tubular goods and structural  tubing.  Approximately  20 acres remain in
Hickman,  Arkansas for future expansion. A 30,000 square foot facility is in the
process of being constructed adjacent to the large diameter facility, which will
house the epoxy  coating  equipment  for  Maverick's  line pipe  products.  This
facility  is under  lease to an  independent  third party who will coat the line
pipe.  We also own 117 acres and a 244,000  square foot  manufacturing  facility
located in Conroe,  Texas. Of the 117 acres,  approximately 30 acres is used for
manufacturing  and storage and 60 acres is available  for future  expansion.  We
lease a 21-acre site and a 370,000 square foot manufacturing  facility in Beaver
Falls,  Pennsylvania for the production of cold drawn tubing,  with an option to
purchase,  which is exercisable  on September 17, 2001,  which is the expiration
date of the lease. Each manufacturing facility operated by Maverick is served by
truck,  has its own rail  spur,  other than the Beaver  Falls  facility,  and is
within close proximity of barge facilities.

We lease  approximately  16,800 square feet of office space in Calgary,  Alberta
under a lease,  which  expires in 2003.  We use 82 acres of our 90-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  210,000  square feet in two  separate
buildings.  The oil country  tubular  finishing  facilities are located in three
separate  buildings,  which utilize  approximately  81,000 square feet of space.
Adjacent to these buildings is a 94,500 square foot industrial storage facility.
Prudential  owns these  facilities and has  approximately  8 acres available for
future  expansion.  We also own  approximately 35 acres in Longview,  Washington
with 8 acres available for future expansion.  This site has a 51,000 square feet
manufacturing  facility  for energy and  industrial  products.  Adjacent to this
building is a 100,000 square foot  industrial  products  storage  facility and a
12,000  square  foot  steel  slitting  facility.   Prudential  also  owns  these
facilities.  Each  manufacturing  facility  operated by  Prudential is served by
truck and has its own rail spur.

We believe each of our facilities is in good  condition,  is adequately  insured
and is suitable for our planned level of operations.


ITEM 3

LEGAL PROCEEDINGS

General.  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.

Environmental  Matters. We are subject to federal,  state,  provincial and local
environmental laws and regulations  concerning,  among other things, waste water
disposal and air emissions.  We believe we are currently in compliance  with all
applicable environmental regulations.


ITEM 4

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters  submitted,  during the fourth  quarter of  calendar  2000
covered  by  this  report,  to a  vote  of  our  security  holders  through  the
solicitation of proxies or otherwise.

ITEM 4A

EXECUTIVE OFFICERS

Name                       Age     Title
--------------------------------------------------------------------------------
Gregg M. Eisenberg         50      Chairman of the Board, President and
                                      Chief Executive Officer

Pamela G. Boone            37      Vice President - Finance and
                                      Administration, Treasurer, Secretary
                                      and Chief Financial Officer

T. Scott Evans             53      Vice President - Commercial Operations


Sudhakar Kanthamneni       53      Vice President - Manufacturing and Technology

Rick W. Preckel            40      Vice President - Canadian Operations


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

Gregg M.  Eisenberg 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 a former  director and past chairman of
the Committee on Pipe and Tube Imports.

Pamela G.  Boone has  served as Vice  President  - Finance  and  Administration,
Treasurer,  Secretary and Chief Financial Officer 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 has served as Vice  President  -  Commercial  Operations  of the
Company since  September  1992.  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 has served as Vice President - Manufacturing and Technology
of the Company since August 1992. 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.

Rick  Preckel  has served as Vice  President - Canadian  Operations  since March
2001. From 1994 to March 2001, 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.


                                     PART II

ITEM 5

MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

In  connection  with  our  acquisition  of  Prudential,  Maverick,  directly  or
indirectly, issued the following securities on September 22, 2000:

     o    Maverick issued 15,813,088 shares of exchangeable shares to all of the
          Prudential  shareholders  in  exchange  for  all  of  the  issued  and
          outstanding  common  shares  of  Prudential.  No other  proceeds  were
          derived from the issuance of the exchangeable shares. The exchangeable
          shares were issued by Maverick  Tube  (Canada)  Inc.,  a  wholly-owned
          Canadian subsidiary of Maverick,  pursuant to the exemptive provisions
          of Section 3(a)(10) of the Securities Act of 1933, as amended.

     o    Maverick  issued one share of our Series II - Special  Voting Stock, a
          class of  preferred  stock,  to CIBC Mellon  Trust  Company as trustee
          pursuant to the Voting and Exchange Trust Agreement.  The one share of
          Special Voting Stock permits the  exchangeable  shareholders  to vote,
          through  the  trustee,  at  meetings  of our common  stockholders.  No
          proceeds  were  derived  from the issuance of the one share of Special
          Voting Stock.  Maverick  issued the one share of Special  Voting Stock
          pursuant to the exemptive provisions of Section 4(2) of the Securities
          Act of 1933, as amended.

     o    The  other  information  required  by Item 5 is set  forth  under  the
          caption "Market For Our Common Equity and Related Stockholder Matters"
          (page  41) of our  2000  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 40) of our 2000  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 25) of our 2000 Annual Report and incorporated herein by reference.

ITEM 7A

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's reported cash flows related to its Canadian operations is based on
cash flows measured in Canadian dollars  converted to the U.S. dollar equivalent
based on published exchange rates for the period reported.  The Company believes
its current risk  exposure to the  exchange  rate  movements,  based on net cash
flows, to be immaterial.


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 25  through  37) of our 2000  Annual  Report and  incorporated  herein by
reference.


ITEM 9

CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND  FINANCIAL
DISCLOSURES

None.


                                    PART III

ITEM 10

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The  information  required by Item 10 is set forth under the caption  "Notice of
Annual Meeting of  Stockholders " (pages 3-4) 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  "Notice of
Annual Meeting of  Stockholders " (pages 5-6) 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  "Notice of
Annual Meeting of Stockholders " (page 2) 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  "Notice of
Annual Meeting of  Stockholders " (pages 8-9) 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.


                                     PART IV
ITEM 14

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 2000 Annual Report and are filed herewith as Exhibit 13.

     Report of Independent Auditors (page 25).

     Consolidated  Balance Sheets as of December 31, 2000 and September 30, 1999
     (page 26).

     Consolidated Statements of Operations for the year ended December 31, 2000,
     the three months ended December 31, 1999 and the years ended  September 30,
     1999 and 1998 (page 27).

     Consolidated Statements of Stockholders' Equity for the year ended December
     31,  2000,  the three  months  ended  December 31, 1999 and the years ended
     September 30, 1999 and 1998 (page 28).

     Consolidated Statements of Cash Flows for the year ended December 31, 2000,
     the three months ended December 31, 1999 and the years ended  September 30,
     1999 and 1998 (page 29).

     Notes to Consolidated  Financial  Statements as of December 31, 2000 (pages
     30-37).

         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 year ended December
     31,  2000,  the three  months  ended  December 31, 1999 and the years ended
     September 30, 1999 and 1998.

     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.       1.   Reports on Form 8-K:

     The  following   items  were  filed  during  the  fourth   quarter  of  the
     Registrant's calendar year ended December 31, 2000:

     o    The Company filed a Form 8-K dated October 25, 2000 which  includes an
          Analyst Model.

     o    The Company filed a Form 8-K/A dated October 25, 2000,  which includes
          an Analyst Model (including information for the year ended 1997).

     o    The Company filed a Form 8-K dated  November 8, 2000 which includes an
          Investor Slide Presentation.

     o    The Company filed a Form 8-K dated December 5, 2000 which includes the
          restated  financial  statements after the combination of Maverick Tube
          Corporation and Prudential  Steel Ltd. The Form 8-K also disclosed the
          resignation  of Barry  Pearl  and the  consolidated  net sales and net
          income of the combined  company for the period October 1, 2000 through
          October 31, 2000.

<PAGE>
<TABLE>

                                                       Maverick Tube Corporation
                                                           and Subsidiaries

                                            Schedule II - Valuation and Qualifying Accounts
                                                            (In thousands)
<CAPTION>
                                                                Additions
                                                       -----------------------------
                                           Balance at    Charged to     Charged
                                            beginning     cost and      to other      Deductions    Balance at
Classification                               of year      expenses      accounts       describe     end of year
-----------------------------------------------------------------------------------------------------------------
<S>                                           <C>          <C>           <C>         <C>              <C>

Year ended September 30, 1998:
   Deducted from asset accounts:
     Accounts receivable allowances           $  2,137     $      3       $  --      $   116  (1)      $ 2,024
     Valuation allowance for deferred
     income taxes                             $     --     $     --       $  --      $    --           $    --

Year ended September 30, 1999:
   Deducted from asset account:
     Accounts receivable allowances           $  2,024     $  1,047       $  --      $ 1,490  (1)      $ 1,581
     Valuation allowance for deferred
     income taxes                             $     --     $     --       $  --      $ 1,717  (2)      $ 1,717

Three months ended December 31, 1999:
   Deducted from asset account:
     Accounts receivable allowances           $  1,581     $     68       $  --      $   129  (1)      $ 1,520
     Valuation allowance for deferred
     income taxes                             $  1,717     $     --       $  --      $    --           $ 1,717

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
<FN>
(1)  Uncollectible accounts written off, net of recoveries.

(2)  Resulted from an  additional  net operating  loss  carryforward  generated,
     which was not valued for financial statement purposes.
</FN>
</TABLE>
<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 23, 2001                        /s/ Gregg M. Eisenberg
                                      ------------------------------------------
                                      Gregg M. Eisenberg, Chairman, President
                                        and Chief Executive Officer

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

March 23, 2001                        /s/ Gregg M. Eisenberg
                                      ------------------------------------------
                                      Gregg M. Eisenberg, Chairman, President
                                        and Chief Executive Officer and Director
                                        (Principal Executive Officer)


March 23, 2001                        /s/ Pamela G. Boone
                                      ------------------------------------------
                                      Pamela G. Boone, Vice President - Finance
                                        and Administration
                                        (Principal Financial and Accounting
                                         Officer)


March 23, 2001                        /s/ William E. Macaulay
                                      ------------------------------------------
                                      William E. Macaulay, Director


March 23, 2001                        /s/ C. Robert Bunch
                                      ------------------------------------------
                                      C. Robert Bunch, Director


March 23, 2001                        /s/ C. Adams Moore
                                      ------------------------------------------
                                      C. Adams Moore, Director


March 23, 2001
                                      ------------------------------------------
                                      David H. Kennedy, Director


March 23, 2001                        /s/ Wayne P. Mang
                                      ------------------------------------------
                                      Wayne P. Mang, Director


March 23, 2001                        /s/ J. Donald Wilson
                                      ------------------------------------------
                                      J. Donald Wilson, Director


March 23, 2001                        /s/ Norman W. Robertson
                                      ------------------------------------------
                                      Norman W. Robertson, Director


March 23, 2001                        /s/ Rhys T. Eyton
                                      ------------------------------------------
                                      Rhys T. Eyton, Director


March 23, 2001
                                      ------------------------------------------
                                      Dennis G. Flanagan, Director


March 23, 2001                        /s/ Donald A. Pether
                                      ------------------------------------------
                                      Donald A. Pether, Director

<PAGE>
<TABLE>
<CAPTION>                          EXHIBIT INDEX

<S>  <C>

EXHIBIT
NUMBER                                DESCRIPTION

2.1  Combination  Agreement by and between the Registrant  and Prudential  Steel
     Ltd. dated effective 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) ("2000 Proxy Statement").

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 2000 Proxy Statement.

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 ( the "1998 Form
     10-K").

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,
     filed herewith.

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 2000 Proxy Statement.

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 2000
     Proxy Statement.

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 2000 Proxy Statement.

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 Registrants Annual Report on Form 10-K
     for the fiscal year ended September 30. 1994 (the "1994 Form 10-K").

10.7*The Maverick  Tube  Corporation  Director  Stock Option Plan,  incorporated
     herein by reference to Exhibit 10.18 of the 1994 Form 10-K.

10.8*Form of Deferred Compensation  Agreement between the Registrant and Messrs.
     Gregg M. Eisenberg,  T. Scott Evans and Sudhakar  Kanthamneni dated October
     1,  1995,  incorporated  herein  by  reference  to  Exhibit  10.22  of  the
     Registrant's Annual Report on Form 10-K for the fiscal year ended September
     30, 1996 (the "1996 Form 10-K").

10.9*Form of Severance  Agreement  dated  December  10,  1998,  by and among the
     Registrant and Gregg M. Eisenberg, Sudhakar Kanthamneni and T. Scott Evans,
     incorporated herein by reference to Exhibit 10.16 of the 1998 Form 10-K.

10.10Amendment #1 to the Maverick Tube  Corporation  Director Stock Option Plan,
     incorporated herein by reference to Exhibit 10.24 of the 1996 Form 10-K.

10.11*Amendment  #1 to the  Maverick  Tube  Corporation  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* Employment Agreement of Barry R. Pearl,  incorporated herein by reference
     to Exhibit  10 of the  Registrant's  Quarterly  Report on Form 10-Q for the
     period ended June 30, 1998.

10.13Agreement  of  Limited   Partnership   between  the  Registrant,   Maverick
     Investment  Corporation  and  Maverick  Tube L.P.,  incorporated  herein by
     reference to Exhibit 10.13 of the 1998 Form 10-K.

10.14* 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).

10.15* Amended and Restated  Prudential  Steel Ltd. Pension Plan for Salaried
     Employees  restated  effective January 1, 1992 and including  amendments to
     January 1, 1998, filed herewith (in Canadian Dollars).

10.16Amended and Restated  Secured  Credit  Agreement  among the  Registrant and
     Harris Trust and Savings Bank as Agent dated as of December 28, 2000, filed
     herewith.

10.17Credit  Facility  between  Prudential  Steel Ltd.  and Royal Bank of Canada
     dated as of December 27, 2000, filed herewith (in Canadian Dollars).

10.18Lease and Agreement  dated January 10, 2001, by and between the  Registrant
     and Commercial Resins Company, Inc., filed herewith.

10.19* Prudential Steel Ltd. Supplemental Employees' Retirement Plan dated as of
     January 1, 1994, filed herewith.

10.20*  Change  of  Control  Agreement  dated  April  28,  1998  by and  between
     Prudential  Steel  Ltd.  and J. D.  Wilson,  filed  herewith  (in  Canadian
     Dollars).

10.21Collective  Bargaining  Agreement  between  Prudential  Steel Ltd.  and the
     United Steelworkers of America, Local 7226, effective as of January 1, 1998
     through December 31, 2000, filed herewith (in Canadian Dollars).

13   Portions of  Registrant's  2000  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 Risk Factors, filed herewith.



*        Management contract or compensatory plan or arrangement.
</TABLE>