UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
METALS USA, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
591324 10 8
(CUSIP Number)
JOHN A. HAGEMAN, SR VICE PRESIDENT & GENERAL COUNSEL, THREE RIVERWAY, SUITE 600,
HOUSTON, TX 77056 TELEPHONE: 713-965-0990
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
SEPTEMBER 26, 1997
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP NO.: 591324 10 8
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Toby Jeffreys - SSN: ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) (x)
3 SEC USE ONLY
4 SOURCE OF FUNDS
SC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,769,021
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,247,779
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,769,779
WITH
10 SHARED DISPOSITIVE POWER
1,247,779
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,016,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2
14 TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
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SCHEDULE 13D
CUSIP NO.: 591324 10 8
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
A. Leon Jeffreys - SSN: ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) (x)
3 SEC USE ONLY
4 SOURCE OF FUNDS
SC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 328,612
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,247,779
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 328,612
WITH
10 SHARED DISPOSITIVE POWER
1,247,779
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,576,391
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8
TYPE OF REPORTING PERSON
14 IN
- -------------------------------------------------------------------------------
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ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock (the "Common Stock"), of Metals
USA, Inc., a Delaware corporation (the "Issuer"). The address of the principal
executive offices of the Issuer is Three Riverway, Suite 600, Houston, Texas,
77056.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by Mr. Toby L. Jeffreys ("Mr. T. L.
Jeffreys") and Mr. A. Leon Jeffreys ("Mr. A. Leon Jeffreys"). The present
principal occupation of Mr. T. L. Jeffreys is to serve as President of Jeffreys
Steel Company, Inc." ("Jeffreys"), and his business address is 210 St. Joseph
Street, Mobile, Alabama 36602. Mr. T. L. Jeffreys maintains citizenship in the
United States of America. Mr. T. L. Jeffreys has not been, during the last five
years, (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violation of, or prohibiting or mandating activities subject to, U.S.
federal or state securities laws or finding any violation with respect to such
laws. The present principal occupation of Mr. A. Leon Jeffreys is to serve as an
executive officer of Jeffreys. Mr. A. Leon Jeffreys is also a director of the
Issuer. His business address is 210 St. Joseph Street, Mobile, Alabama 36602.
Mr. A. Leon Jeffreys maintains citizenship in the United States of America. Mr.
A. Leon Jeffreys has not been, during the last five years, (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violation of, or
prohibiting or mandating
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<PAGE>
activities subject to, U.S. federal or state securities laws or finding any
violation with respect to such laws.
Except as described herein, neither Mr. T. L. Jeffreys nor Mr. A. Leon
Jeffreys has effected any transactions in the Common Stock during the past sixty
days.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. T. L. Jeffreys and Mr. A. Leon Jeffreys acquired the shares of Common
Stock described herein (the "Shares") pursuant to an Agreement dated September
26, 1997 between Jeffreys Steel Company, Inc. ("Jeffreys"), its Stockholders and
the Issuer (the "Agreement"), pursuant to which the Issuer acquired all of the
outstanding capital stock of Jeffreys. No financing was used to purchase the
Shares.
ITEM 4. PURPOSE OF TRANSACTION
Mr. T. L. Jeffreys and Mr. A. Leon Jeffreys acquired the Shares in
connection with Issuer's acquisition of all of the outstanding capital stock of
Jeffreys. Each intends to review his investment in the Issuer on an ongoing
basis and, depending on the price of, and other market conditions relating to,
the Common Stock, subsequent developments affecting the Issuer, the Issuer's
business and prospects, other investment and business opportunities available to
them, general stock market and economic conditions, tax considerations and other
factors deemed relevant, may decide to increase or decrease the size of his
investment in the Issuer.
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<PAGE>
Other than as described above, neither Mr. T. L. Jeffreys nor Mr. A. Leon
Jeffreys has any plan or proposal that would result in any of the consequences
listed in paragraphs (a) - (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Mr. T. L. Jeffreys beneficially owns 3,016,800 shares of Common Stock,
representing approximately 11.18% of the shares of Common Stock outstanding
(determined in accordance with Rule 13d-3), and has sole voting and sole
dispositive power over 1,769,021 shares of Common Stock, and shared voting and
shared dispositive power over 1,247,779 shares of Common Stock. Mr. T. L.
Jeffreys shares voting and dispositive power over such 1,247,779 shares with A.
Leon Jeffreys. Mr. A. Leon Jeffreys beneficially owns 1,576,391 shares of Common
Stock, representing approximately 5.8% of the shares of Common Stock
outstanding, and has sole voting and sole dispositive power over 328,612 shares
of Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
In connection with the transactions contemplated by the Agreement, Mr. T.
L. Jeffreys and Mr. Leon A. Jeffreys agreed with the Issuer to certain
restrictions regarding the resale of the Shares, and the Issuer granted them
certain registration rights. In addition, a portion of the Shares were placed in
escrow in connection with potential indemnification obligations under the
Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
November 3, 1997.
/S/TOBY L. JEFFREYS
Toby L. Jeffreys
/S/ A. LEON JEFFREYS
A. Leon Jeffreys
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