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)
NOVEMBER 20, 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).
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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
Thomas J. Shapiro - 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 Citizen
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,242,403
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 276,461
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,242,403
10 SHARED DISPOSITIVE POWER
276,461
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,518,864
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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 Thomas J. Shapiro. The present
principal occupation of Mr. Shapiro is to serve as President of Wayne Steel,
Inc. (a wholly owned subsidiary of the Issuer), and his business address is 1070
West Liberty Street, Wooster, Ohio 44691. Mr. Shapiro maintains citizenship in
the United States of America. Mr. Shapiro 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Shapiro acquired the securities pursuant to an Agreement and Plan of
Merger dated October 29, 1997 between WS Acquisition Corp., Wayne Steel, Inc.,
its Stockholders and the Issuer (the "Agreement"), pursuant to which the Issuer
acquired all of the outstanding capital stock of Wayne Steel, Inc. on November
21, 1997. There was no financing used to purchase these shares and no applicable
source of funds.
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ITEM 4. PURPOSE OF TRANSACTION.
Mr. Shapiro acquired the shares of Common Stock described herein in
connection with the Issuer's acquisition of all of the outstanding capital stock
of Wayne Steel, Inc. Mr. Shapiro 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 Mr. Shapiro, 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.
Other than as described above, Mr. Shapiro does not have 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. Shapiro beneficially owns 2,518,864 shares of Common Stock,
representing approximately 8% of the shares of Common Stock outstanding
(determined in accordance with Rule 13d-3).
Mr. Shapiro has sole voting power over 2,242,403 shares of Common Stock,
and shared dispositive power over 276,461 shares of Common Stock. Mr. Shapiro
shares dispositive power over such 276,461 shares with Stephen L. Shapiro ("Mr.
Stephen Shapiro"). The present principal occupation of Mr. Stephen Shapiro is
_______________________. His business address is_______________________________.
Mr. Stephen Shapiro maintains citizenship in the United States of America. Mr.
Stephen Shapiro 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.
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<PAGE>
Except as described herein, Mr. Stephen Shapiro has not effected any
transactions in the Common Stock during the past sixty days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
In connection with the transactions contemplated by the Agreement,
Mr. Shapiro agreed to certain restrictions regarding the resale of the Shares,
and the Issuer granted Mr. Shapiro certain registration rights.
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 certifies that the information set forth in this
statement is true, complete and correct.
December 1, 1997 _______________________________
Thomas J. Shapiro
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