FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: November 25, 1997
Commission File Number 1-13123
METALS USA, INC.
(Exact name of Registrant as Specified in its Charter)
DELAWARE 76-0533626
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
THREE RIVERWAY, SUITE 600 77056
HOUSTON, TEXAS (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (713) 965-0990
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 20, 1997, Metals USA, Inc. (the "Company") and Wayne Steel, Inc.
("Wayne Steel") received the necessary approvals from the Federal Trade
Commission, which together with the completion of all other necessary
administrative approvals, permitted the Company and Wayne Steel to complete the
merger of the two companies that had been previously announced on October 29,
1997. The acquisition was accounted for as a "pooling-of interests" transaction.
Wayne Steel is headquartered in Wooster, Ohio, was founded in 1921 by Meyer
Shapiro and operates in Randleman, North Carolina as well as a newly constructed
processing facility scheduled to open in Jeffersonville, Indiana in late 1997.
Wayne Steel is a value-added metals processor of flat rolled steel providing
products and services primarily in the transportation, electrical and
telecommunications equipment manufacturing industries. Wayne Steel had fiscal
1996 and nine months ended September 30, 1997 net sales of $105.8 million and
$100.0 million, respectively, operating income of $6.2 million and $6.7 million,
respectively, and currently has about 220 employees. Mr. Tom Sharpiro, President
and Chief Executive Officer, has been employed by Wayne Steel for 25 years and
has signed a five-year employment agreement with Wayne Steel to continue in that
capacity.
The Company filed a report on Form 8-K dated October 1, 1997, reporting the
acquisitions of Jeffreys Steel Company, Inc., Meier Metal Servicenters, Inc.,
Harvey Titanium, Ltd., and the purchase of the business of Federal Bronze
Products Inc. which was acquired by a newly-organized and wholly-owned
subsidiary of the Company, Federal Bronze Alloys Inc., on September 26, 1997.
The acquisitions described in the preceding paragraph, together with Wayne
Steel, are collectively referred to as the "Acquired Companies". The
consideration paid by the Company for each Acquired Company was determined by
negotiations between the Company and representatives of each Acquired Company
and was based primarily upon the pro forma adjusted net income of each Acquired
Company. The aggregate consideration paid by the Company for the Acquired
Companies was approximately $41.4 million in cash and 9,522,374 shares of common
stock (excluding assumed indebtedness of approximately $40.5 million). The cash
component of the acquisition consideration was paid with borrowings from the
Company's existing $150.0 million revolving credit facility.
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ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
The required financial statements have been incorporated by reference to the
Company's Registration Statement on Form S-1 (Registration No. 333-35575) dated
November 14, 1997.
(b) PRO FORMA FINANCIAL INFORMATION
The required pro forma financial statements have been incorporated by
reference to the Company's Registration Statement on Form S-1 (Registration No.
333-35575) dated November 14, 1997.
(c) EXHIBITS:
99.1 Financial Statements of Wayne Steel, Inc., together with the report
of independent public accountants thereon, are hereby incorporated by
reference to the Post Effective Amendment No. 1 to the Company's
Registration Statement on Form S-1 (Registration Statement No.
333-35575) filed with the Securities and Exchange Commission on
November 14, 1997.
99.2 Financial Statements of Jeffreys Steel Company, Inc., together with
the report of independent public accountants thereon, are hereby
incorporated by reference to the Post Effective Amendment No. 1 to
the Company's Registration Statement on Form S-1 (Registration
Statement No. 333-35575) filed with the Securities and Exchange
Commission on November 14, 1997.
99.3 Financial Statements of Harvey Titanium, Ltd., together with the
report of independent public accountants thereon, are hereby
incorporated by reference to the Post Effective Amendment No. 1 to
the Company's Registration Statement on Form S-1 (Registration
Statement No. 333-35575) filed with the Securities and Exchange
Commission on November 14, 1997.
99.4 Unaudited Pro Forma Financial Statements, reflecting the pro forma
balance sheet at September 30, 1997 and the pro forma results of
operations for the nine months ended September 30, 1997 and for the
year ended December 31, 1997 of the Company together with the
Acquired Companies, are hereby incorporated by reference to the Post
Effective Amendment No. 1 to the Company's Registration Statement on
Form S-1 (Registration Statement No. 333-35575) filed with the
Securities and Exchange Commission on November 14, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized, who has signed this report on behalf of
the Registrant.
METALS USA, INC.
By: /s/ TERRY L. FREEMAN
Terry L. Freeman
Date: November 25, 1997 Vice President and Corporate Controller
