SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
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[ ] Preliminary Proxy Statement
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Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to '240.14a-11(c) or '240.14a-12
METALS USA, INC.
(Name of Registrant as Specified In Its Charter)
_______________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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<PAGE>
[LOGO] METALS USA
April 19, 1999
To Our Stockholders:
On behalf of the Board of Directors, I cordially invite all stockholders
to attend the Annual Meeting of Metals USA, Inc. to be held on Wednesday, May
19, 1999, at 10:00 a.m. at The Omni, Four Riverway, Houston, Texas 77056. Proxy
materials, which include a Notice of the Meeting, Proxy Statement and proxy
card, are enclosed with this letter. The Company's 1998 Annual Report and Form
10-K filed for the year ended December 31, 1998, which are not a part of the
proxy materials, are also enclosed and provide additional information regarding
the financial results of the Company in 1998.
We hope that you will be able to attend the Annual Meeting. Your vote is
important. Whether you plan to attend or not, please execute and return the
proxy card in the enclosed envelope so that your shares will be represented. If
you are able to attend the meeting in person, you may revoke your proxy and vote
your shares in person. If your shares are not registered in your own name and
you would like to attend the meeting, please ask the broker, trust, bank or
other nominee that holds the shares to provide you with evidence of your share
ownership. We look forward to seeing you at the meeting.
Sincerely,
Arthur L. French,
Chairman of the Board of Directors and
Chief Executive Officer
<PAGE>
Metals USA, Inc.
Three Riverway, Suite 600
Houston, Texas 77056
-------------------------------------
NOTICE OF 1999 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 19, 1999
-------------------------------------
TO THE STOCKHOLDERS:
The 1999 Annual Meeting of Stockholders of Metals USA, Inc., (the
"Company"), will be held at The Omni, Four Riverway, Houston, Texas 77056 at
10:00 a.m. on Wednesday, May 19, 1999, for the following purposes:
1. To elect six Class II directors of the Company to hold office until the
third succeeding annual meeting of stockholders after their election (the
2002 Annual Meeting) and until their respective successors shall have been
elected and qualified.
2. To ratify the selection of Arthur Andersen LLP as the Company's
independent certified public accountants to audit the Company's
consolidated financial statements for the year ending December 31, 1999.
3. To transact such other business as may properly be brought before the
meeting or any adjournment thereof.
The holders of record of the Company's common stock at the close of
business on April 10, 1999 are entitled to notice of and to vote at the meeting
with respect to all proposals. We urge you to sign and date the enclosed proxy
card and return it promptly by mail in the enclosed envelope, whether or not you
plan to attend the meeting in person. No postage is required if mailed in the
United States. If you do attend the meeting in person, you may withdraw your
proxy and vote personally on all matters brought before the meeting.
By Order of the Board of Directors,
John A. Hageman
Secretary
Houston, Texas
April 19, 1999
<PAGE>
METALS USA, INC.
Three Riverway, Suite 600
Houston, Texas 77056
---------------------------
PROXY STATEMENT
---------------------------
MEETING OF STOCKHOLDERS
TO BE HELD MAY 19, 1999
This statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Metals USA, Inc., a Delaware corporation (the
"Company"), for use at the Company's Annual Meeting of Stockholders and any
postponement or adjournment thereof (the "Annual Meeting") to be held at The
Omni, Four Riverway, Houston, Texas 77056 at 10:00 a.m. on Wednesday, May 19,
1999 for the purposes set forth in the notice attached hereto. This Proxy
Statement and the accompanying proxy card are being mailed to stockholders on or
about April 19, 1999.
RECORD DATE AND VOTING SECURITIES
The Board of Directors has fixed the close of business on April 10, 1999
as the record date (the "Record Date") for the determination of stockholders
entitled to notice of and to vote at the Annual Meeting. At the close of
business on the Record Date, the Company had outstanding and entitled to vote
38,156,404 shares of its common stock, par value $.01 per share ("Common
Stock"), including 2,967,166 shares of Restricted Voting Common Stock. No other
class of voting securities of the Company is outstanding. Each share of Common
Stock other than the Restricted Voting Common Stock entitles the holder to one
vote on each matter presented at the Annual Meeting, other than the election of
directors. Each share of Restricted Voting Common Stock is entitled to 55% of
the voting power attributable to the Company's Common Stock on all matters
submitted to a vote of the holders of the Common Stock except for the election
of Directors. The holders of Restricted Voting Common Stock, voting as a class,
are entitled to elect one member of the Company's Board of Directors. The
holders of Restricted Voting Common Stock elected Mr. Steven S. Harter as a
Class I Director at the May 20, 1998 Stockholders' Meeting and therefore are not
entitled to vote in the election of Directors at the May 19, 1999 Stockholders'
Meeting. A proxy will be voted in the manner specified on the proxy, or if no
manner is specified, will be voted in favor of the proposals set forth in the
notice attached hereto.
The presence of the holders of a majority of the issued and outstanding
shares of Common Stock and Restricted Voting Common Stock of the Company
entitled to vote at the Annual Meeting, either in person or represented by
properly executed proxies, is necessary to constitute a quorum for the
transaction of business at the Annual Meeting.
If there are not sufficient shares represented in person or by proxy at the
Annual Meeting to constitute a quorum, the Annual Meeting may be postponed or
adjourned in order to permit further solicitation of proxies by the Company.
Abstentions are counted as "shares present" at the meeting for purposes of
determining the presence of a quorum while broker non-votes (which result when a
broker holding shares for a beneficial owner has not received timely voting
instructions on certain matters from such beneficial owner) are not considered
"shares present" with respect to any matter.
The election of directors will be determined by a plurality of the votes
cast at the meeting by holders of shares of Common Stock. Accordingly,
abstentions will have no effect on the outcome of the election of directors.
Cumulative voting for the election of directors is not permitted. The approval
of Proposal 2 (to ratify the selection of the Company's accountant) will be
determined by a majority of the votes cast by holders of Common Stock and
Restricted Voting Common Stock, and abstentions and non-votes will have no
effect.
1
<PAGE>
REVOCATION OF PROXY
Stockholders submitting proxies may revoke them at any time before they
are voted (i) by notifying John A. Hageman, Secretary of the Company, in writing
of such revocation, (ii) by execution of a subsequent proxy sent to Mr. Hageman,
or (iii) by attending the Annual Meeting in person and voting in person. Notices
to Mr. Hageman referenced in (i) and (ii) should be directed to John A. Hageman,
Secretary, Metals USA, Inc., Three Riverway, Suite 600, Houston, Texas 77056.
Stockholders who submit proxies and attend the meeting to vote in person are
requested to notify Mr. Hageman at the Annual Meeting of their intention to vote
in person at the Annual Meeting.
SOLICITATION EXPENSES
The expense of preparing, printing and mailing proxy solicitation
materials will be borne by the Company. In addition to solicitation of proxies
by mail, certain directors, officers, representatives and employees of the
Company may solicit proxies by telephone and personal interview. Such
individuals will not receive additional compensation from the Company for
solicitation of proxies, but may be reimbursed for reasonable out-of-pocket
expenses in connection with such solicitation. Banks, brokers and other
custodians, nominees and fiduciaries also will be reimbursed by the Company for
their reasonable expenses for sending proxy solicitation materials to the
beneficial owners of Common Stock.
The Company's Annual Report to Stockholders and Form 10-K are being mailed
to all stockholders entitled to vote at the Annual Meeting. The Annual Report
and Form 10-K do not constitute a part of the proxy solicitation material.
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<PAGE>
ELECTION OF DIRECTORS (Proposal 1)
The Company's Amended and Restated Certificate of Incorporation provides
for three classes of Directors as nearly equal in number as possible. The term
of office of Class II directors expires at the 1999 Annual Meeting, the term of
office of Class III directors expires at the 2000 Annual Meeting (I.E., one year
of the term remaining), and the term of office of Class I directors expires at
the 2001 Annual Meeting (I.E., two years of the term remaining). The Class II
directors whose terms will expire at the 1999 Annual Meeting are Arnold W.
Bradburd, Richard H. Kristinik, J. Michael Kirksey and Michael E. Christopher,
all of whom have been nominated to stand for reelection at the 1999 Annual
Meeting, and Franklin Myers and William T. Transier who have been nominated to
stand for election as Class II Directors at the 1999 Annual Meeting, and will,
upon election, hold office until the 2002 Annual Meeting and until their
successors are elected and qualified.
SPECIAL NOTE: Holders of Restricted Voting Common Stock, voting as a class, are
entitled to elect one director to the Board. Such holders elected Mr. Steven S.
Harter as a Class I (term expires 2001) Director at the May 20, 1998
Stockholders Meeting and, therefore, are not entitled to vote in the election of
directors at the May 19, 1999 meeting.
NOMINEES FOR ELECTION
CLASS II - TERMS EXPIRING AT 2002 ANNUAL MEETING
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR MESSRS. BRADBURD, KRISTINIK,
KIRKSEY, CHRISTOPHER, MYERS AND TRANSIER AS DIRECTORS TO HOLD OFFICE UNTIL THE
2002 ANNUAL MEETING AND UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFIED. THE
SHARES OF COMMON STOCK REPRESENTED BY RETURNED PROXY CARDS WILL BE VOTED FOR THE
ELECTION OF THESE NOMINEES UNLESS OTHERWISE SPECIFIED.
Arnold W. Bradburd, 74, became a director on July 11, 1997 and is
Vice-Chairman of the Board of Directors of the Company. He has been employed by
Interstate Steel Supply Co. ("Interstate") since 1974, serving as Chairman of
the Board from 1979 to present and Chief Executive Officer from 1979 to 1998.
Mr. Bradburd has served as National Secretary of the Association of Steel
Distributors and as Chairman of the Steel Service Center Institute ("SSCI").
Michael E. Christopher, 39, became a director on July 11, 1997 and is a
Senior Vice President of the Company and is responsible for the operations of
the Company's Aluminum Building Product Group. He became Executive Vice
President of Texas Aluminum Industries, Inc. ("Texas Aluminum") in 1987,
President of The Cornerstone Group ("Cornerstone") in 1995, and President of
Texas Aluminum/Cornerstone in July 1997. He also currently serves as Vice
President of the Board of Directors of the National Patio Enclosure Association.
Richard H. Kristinik, 60, became a director on July 11, 1997. He was
Chairman of the Board and Chief Executive Officer of Coach USA, Inc., and served
in that capacity from March 1996 until his retirement in November 1998. Mr.
Kristinik remains a member of the Board of Directors of Coach USA, Inc. From
1973 to 1996, Mr. Kristinik was a partner with Arthur Andersen LLP. The majority
of this time was in its Houston office. Additionally, he served as Managing
Partner of the Tulsa Office from 1979 to 1984 and Managing Partner of the Denver
office from 1985 to 1989.
J. Michael Kirksey, 43, became a director on April 30, 1997 and has served
as Senior Vice President and Chief Financial Officer since December, 1996. Mr.
Kirksey previously was Director - Business Development and Acquisitions of
Keystone International, Inc. ("Keystone") from 1995 through February 1997; Vice
President of Finance for Keystone's European operations based in Brussels,
Belgium from 1993 to 1995; and Vice President and Controller of Keystone from
1989 to 1993. From 1976 to 1989, Mr. Kirksey was a certified public accountant
with Arthur Andersen LLP.
3
<PAGE>
Franklin Myers, 46, has been Sr. Vice President and General Counsel of
Cooper Cameron Corporation ("Cooper Cameron") since April, 1995. Mr. Myers is
also the President of the Cooper Energy Services Division of Cooper Cameron.
Prior to joining Cooper Cameron, Mr. Myers was Sr. Vice President and General
Counsel of Baker Hughes, Inc. from 1988 until 1995. He currently serves as a
member of the Board of Directors of Reunion Industries, Inc.
William L. Transier, 44, has been Chief Financial Officer of Seagull
Energy Corporation ("Seagull") since April, 1996. From 1976 to 1996, Mr.
Transier was an audit partner at KPMG Peat Marwick LLP ("Peat Marwick") and
served as National Industry Director at Peat Marwick prior to joining Seagull.
The six nominees receiving the greatest number of votes cast will be
elected as Class II directors, regardless of the number of shares, if any,
withheld from voting for the election of such nominees.
INCUMBENT DIRECTORS
Class I - TERMS EXPIRING AT 2001 ANNUAL MEETING
Mark Alper, 53, became a director on July 11, 1997 and is a Vice President
of the Company and President of Queensboro Steel Corporation ("Queensboro"), a
subsidiary of the Company. He has been an employee of Queensboro since 1971 and
President since 1995.
Craig R. Doveala, 47, became a director on July 11, 1997 and is the CEO of
Steel Service Systems, Inc. ("Steel Service Systems") and was its President from
1990 to 1998. He also serves as President of Fullerton Metals Company since
1998. Both are subsidiaries of the Company.
Steven S. Harter, 37, has been a director of the Company since July 1996.
Mr. Harter is the President of Notre Capital Ventures II, LLC ("Notre"). Prior
to becoming the President of Notre, Mr. Harter was Senior Vice President of
Notre Capital Ventures, Ltd. From April 1989 to June 1993, Mr. Harter was
Director of Mergers and Acquisitions for Allwaste, Inc., an environmental
services company. From May 1984 to April 1989, Mr. Harter was a certified public
accountant with Arthur Andersen LLP. Mr. Harter also serves as a member of the
Board of Directors of Coach USA, Inc. and Comfort Systems USA, Inc.
Patrick A. Notestine, 52, became a director on July 11, 1997 and is the
President of Affiliated Metals Company ("Affiliated"), a subsidiary of the
Company. He has been President of Affiliated since 1988.
Richard A. Singer, 53, became a director on July 11, 1997 and is Senior
Vice President of the Company and is responsible for the operations of the
Company's Heavy Carbon Group. Since 1972, he has served as Chief Executive
Officer of Uni-Steel, Inc. ("Uni-Steel"), a subsidiary of the Company.
Thomas J. Shapiro, 47, became a director on May 20, 1998 and is Sr. Vice
President of the Company and is responsible for the operations of the Company's
Flat-Rolled Steel Group. He has been President and CEO of Wayne Steel, Inc.
("Wayne"), a subsidiary of the Company, since 1988 and an employee of Wayne
since 1973.
4
<PAGE>
Class III - TERMS EXPIRING AT 2000 ANNUAL MEETING
Arthur L. French, 58, became a director and Chairman of the Board on April
30, 1997 and has served as Chief Executive Officer and President of the Company
since December 1996. From 1989 through 1996, Mr. French served as Executive Vice
President and a director of Keystone, a publicly-traded manufacturer of
industrial valves and controls, with responsibility for domestic and
international operations. From 1966 to 1989, Mr. French held various positions
with Fisher Controls International, Inc., a control valve and instrumentation
manufacturer, and served as its President and Chief Operating Officer and a
director prior to joining Keystone. Mr. French is also a member of the Board of
Directors of Innovative Valve Technologies, Inc.
William B. Edge, 40, became a director on July 11, 1997 and a Senior Vice
President of the Company in February, 1998 and is responsible for the operations
of the Company's Specialty Metals Group. Since 1998, he has served as CEO of
Southern Alloy of America, Inc. ("Southern Alloy "), a
subsidiary of the Company, and was its
President from 1990-1998.
Tommy E. Knight, 60, became a director on July 11, 1997. Mr. Knight, since
1964, was with Brown and Root, Inc., and served as its President and Chief
Executive Officer from 1992 until his retirement in 1996.
Lester G. Peterson, 58, became a director on July 11, 1997. Since 1981, he
has served as President of Williams Steel & Supply Co., Inc. ("Williams"), a
subsidiary of the Company, and is a member of the Wisconsin Board of the Steel
Service Center Institute.
T. William Porter, 58, became a director on July 11, 1997. He has been a
partner with Porter & Hedges, L.L.P., a Houston, Texas law firm, since 1981. Mr.
Porter is also a member of the Board of Directors of Gundle/SLT Environmental,
Inc. and ITEQ, Inc.
A. Leon Jeffreys, 69, became a director on October 21, 1997. He is the
founder of Jeffreys Steel Company, Inc. ("Jeffreys"), a subsidiary of the
Company, and has served as Jeffreys' Chairman of the Board of Directors since
its inception in 1966.
5
<PAGE>
GENERAL INFORMATION WITH RESPECT
TO THE BOARD OF DIRECTORS
MEETINGS
During the year ended December 31, 1998, the Board of Directors held ten
meetings and acted fifteen times by unanimous consent. During 1998, each member
of the Board of Directors attended at least 75% of all meetings of the Board of
Directors and committees of the Board of Directors of which such director was a
member. There are six standing committees of the Board of Directors.
COMMITTEES OF THE BOARD
AUDIT COMMITTEE. The Audit Committee consists of Richard H. Kristinik
(Chairman), Steven S. Harter, and Tommy E. Knight. The Audit Committee: (i)
makes recommendations to the Board of Directors with respect to the independent
auditors who conduct the annual examination of the Company's accounts; (ii)
reviews the scope of the annual audit and meets periodically with the Company's
independent auditors to review their findings and recommendations; (iii) reviews
quarterly financial information and earnings releases prior to dissemination to
the public; (iv) approves major accounting policies or changes thereto; and (v)
periodically reviews principal internal controls to assure that the Company is
maintaining a sound and effective system of financial controls. During 1998, the
Audit Committee held four meetings.
ACQUISITIONS COMMITTEE. The Acquisitions Committee consists of Steven S.
Harter (Chairman), Arnold W. Bradburd, J. Michael Kirksey, Lester G. Peterson,
Craig R. Doveala, Mark Alper, A. Leon Jeffreys, and Patrick A. Notestine. The
Acquisitions Committee reviews and monitors the strategic direction of the
Company's acquisition program and, within guidelines established by the Board of
Directors, has authority to approve offers and the form of consideration to be
offered for the acquisition of other businesses. During 1998, the Acquisitions
Committee held four meetings.
COMPENSATION COMMITTEE. The Compensation Committee consists of T. William
Porter (Chairman), Steven S. Harter, and Tommy E. Knight. The Compensation
Committee periodically determines the amount and form of compensation and
benefits payable to all principal officers and certain other management
personnel. This committee also performs the duties of administration with
respect to the Company's incentive compensation plan. See "Report of
Compensation Committee on Executive Compensation." During 1998, the Compensation
Committee held three meetings and acted 15 times by unanimous consent.
EXECUTIVE COMMITTEE. The Executive Committee consists of Arthur L. French
(Chairman), Arnold W. Bradburd, Richard A. Singer, Michael E. Christopher, T.
William Porter, Thomas J. Shapiro and William B. Edge. The Executive Committee
has such authority as is delegated to it from time to time by the full Board of
Directors. During 1998, the Executive Committee did not meet.
NOMINATING COMMITTEE. The Nominating Committee consists of Mark Alper
(Chairman), Patrick A. Notestine, T. William Porter, A. Leon Jeffreys and Lester
G. Peterson. The Nominating Committee reviews the size and composition of the
Board of Directors, designates new directors by class, interviews new director
candidates and makes recommendations with respect to nominations for the
election of directors. During 1998, the Nominating Committee held two meetings.
TECHNOLOGY COMMITTEE. The Technology Committee consists of J. Michael
Kirksey (Chairman), Arnold W. Bradburd, Craig R. Doveala, William B. Edge,
Richard A. Singer, Thomas J. Shapiro and Michael E. Christopher. The Technology
Committee was established to oversee the development and integration of
informational systems used by the Company and its subsidiaries. During 1998, the
Technology Committee held two meetings.
6
<PAGE>
DIRECTORS' COMPENSATION
During 1998, each non-employee director was paid a fee of $2,000 for each
meeting of the full Board. Non-employee directors of the Company also receive
$1,000 for each committee meeting attended, unless held the same day as a
meeting of the full Board, and are reimbursed for all expenses relating to
attendance at meetings. The Company paid aggregate fees of $89,000 to
non-employee directors of the Company in connection with the Board of Directors'
and committee meetings in 1998. The Company does not pay director fees to
directors who also are employees of the Company. No member of the Board of
Directors was paid compensation during 1998 for his service as a director of the
Company other than pursuant to the standard compensation arrangement described
above. Non-employee directors also receive annual stock option awards pursuant
to the Company's 1997 Non-Employee Directors' Stock Plan (the "Directors'
Plan"), which was adopted by the Board of Directors and approved by the
Company's stockholders in April 1997.
The Directors' Plan provides for the automatic grant to each non-employee
director of an option to purchase 10,000 shares of Common Stock upon such
person's initial election as a director. Options to purchase 10,000 shares of
Common Stock were granted to Messrs. Harter, Knight, Kristinik and Porter in
1997 pursuant to the Directors' Plan. The Directors' Plan also provides for an
automatic annual grant to each non-employee director of an option to purchase
5,000 shares of Common Stock at each annual meeting of stockholders unless the
first annual meeting of stockholders following a person's initial election as a
non-employee director is within three months of the date of such election. These
options will have an exercise price per share equal to the fair market value of
a share at the date of grant. Options granted under the Directors' Plan will
expire at the earlier of 10 years from the date of grant or one year after
termination of service as a director, and options will be immediately
exercisable. In addition, the Directors' Plan permits non-employee directors to
elect to receive, in lieu of cash directors' fees, shares or credits
representing "deferred shares" that may be settled at future dates, as elected
by the director. The number of shares or deferred shares received will be equal
to the number of shares which, at the date the fees would otherwise be payable,
will have an aggregate fair market value equal to the amount of such fees.
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<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth information as of March 31, 1999 with
respect to beneficial ownership of the Company's Common Stock by (i) each
director and nominee for director, (ii) each executive officer, (iii) all
executive officers and directors as a group, and (iv) each person known to the
Company to beneficially own 5% or more of the outstanding shares of its Common
Stock. The address of all such persons is c/o Metals USA, Inc., Three Riverway,
Suite 600, Houston, Texas 77056. Unless otherwise indicated, each of the
stockholders has sole voting and investment power with respect to the shares
beneficially owned.
NUMBER OF
SHARES
THAT MAY BE
ACQUIRED
NUMBER OF WITHIN
SHARES 60 DAYS BY
BENEFICIALLY EXERCISE OF
BENEFICIAL OWNER OWNED OPTIONS PERCENTAGE
---------------- --------- ------------ ----------
Toby L. Jeffreys(1)....... 2,478,347 6.5%
Thomas J. Shapiro(2)...... 2,147,253 5.6%
Arnold W. Bradburd ....... 1,566,032 4.1%
A. Leon Jeffreys(1)....... 1,259,931 3.3%
Steven S. Harter(3)....... 1,021,048 15,000 2.7%
Michael E. Christopher.... 648,837 1.7%
Richard A. Singer......... 477,570 1.3%
Lester G. Peterson........ 477,544 1.3%
Patrick A. Notestine...... 398,703 1.0%
Craig R. Doveala.......... 334,497 *
Mark Alper................ 290,635 *
Arthur L. French.......... 221,100 40,000 *
J. Michael Kirksey(4)..... 112,000 20,000 *
Stephen R. Baur(5)........ 120,000 20,000 *
William B. Edge........... 116,997 *
John A. Hageman(6)........ 75,000 15,000 *
Richard H. Kristinik...... 20,000 15,000 *
T. William Porter......... 15,000 15,000 *
Tommy E. Knight........... 10,000 15,000 *
Franklin Myers............ 0 *
William L. Transier....... 0 *
---------- ------- ----
All executive officers
and directors as a
group (21 persons)(7)..... 10,720,799 155,000 28.1%
========== ======= ====
*Less than 1%.
(1) Includes 1,084,695 shares of Common Stock held by the Jeffreys Family
Partnership, of which Mr. Toby L. Jeffreys and Mr. A. Leon Jeffreys are
general partners.
(2) Includes 164,850 shares of Common Stock held by various trusts for which
Mr. Shapiro is a Trustee.
(3) Includes 1,011,048 shares of Restricted Voting Common Stock held by Harter
Venture Partners, Ltd., of which Mr. Harter is a general partner. Mr.
Harter disclaims beneficial ownership of 178,420 shares held in trust for
Mr. Harter's Minor Children of which neither he nor his wife is a trustee.
(4) Includes 10,000 shares of Common Stock held by Mr. Kirksey's minor
children and of which he is custodian.
(5) Includes 10,000 shares of Common Stock held by Mr. Baur's minor children
and of which he is custodian.
(6) Includes 15,000 shares of Common Stock held by Mr. Hageman's minor
children and of which he is custodian.
(7) This amount has been adjusted to eliminate any duplication of beneficial
ownership attributable to the 1,084,695 shares owned by the Jeffreys
Family Partnership and the shares of Common Stock issuable pursuant to the
exercise of Stock Options.
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<PAGE>
EXECUTIVE OFFICERS
The Board elects executive officers annually at its first meeting
following the annual meeting of stockholders. Information concerning Messrs.
Singer, French, Bradburd, Kirksey, Edge, Christopher and Shapiro is set forth
above under "Election of Directors." Information concerning Messrs. Baur and
Hageman is set forth below.
Stephen R. Baur, 34, became Senior Vice President and Chief Development
Officer of the Company in April 1997. From July 1996 until joining the Company,
Mr. Baur was Senior Vice President of Notre. From November 1995 to June 1996, he
was a consultant to a venture capital firm. From July 1988 through September
1995, he was a certified public accountant with Arthur Andersen LLP.
John A. Hageman, 45, became Senior Vice President, General Counsel and
Secretary of the Company in April 1997. From 1987 through 1997, Mr. Hageman was
Senior Vice President of Legal Affairs, General Counsel and Secretary of
Physician Corporation of America, a publicly-traded health maintenance
organization. From 1981 to 1987, Mr. Hageman was a partner with a law firm in
Wichita, Kansas.
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<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table provides certain summary information concerning
compensation earned by the Company's Chief Executive Officer and each of the
five other most highly compensated executive officers (the "Named Executive
Officers") during the year ended December 31, 1998.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-------------------------------------- --------------------------
OTHER ANNUAL RESTRICTED NUMBER OF ALL OTHER
YEAR SALARY BONUS COMPENSATION STOCK AWARDS OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION ($) (1) ($) ($) ($) GRANTED ($)(2)
<S> <C> <C> <C> <C> <C> <C> <C>
Arthur L. French................. 1998 150,000 100,000 ---- ---- ---- 8,409
Chief Executive Officer 1997 75,000 50,000 ---- ---- 200,000 1,465
J. Michael Kirksey............... 1998 150,000 100,000 ---- ---- 20,000 3,542
Senior Vice President and 1997 75,000 40,000 ---- ---- 100,000 266
Chief Financial Officer
Richard A. Singer................ 1998 150,000 100,000 ---- ---- 20,000 5,764
Senior Vice President 1997 75,000 ---- ---- ---- ---- 470
Michael E. Christopher........... 1998 150,000 75,000 ---- ---- 20,000 4,025
Senior Vice President 1997 77,884 ---- ---- ---- ---- ----
William B. Edge.................. 1998 153,481 75,000 ---- ---- 20,000 837
Senior Vice President 1997 79,448 ---- ---- ---- ---- ----
Thomas J. Shapiro................ 1998 150,200 75,000 ---- ---- 20,000 3,779
Senior Vice President
</TABLE>
(1) With respect to 1997 compensation, reflects compensation from July 11,
1997 to December 31, 1997.
(2) Includes the sums of the values of (a) Company contributions to 401(k)
plans of the Company and (b) premiums paid by the Company for term life
insurance for the benefit of the insured. The amounts described in clauses
(a) and (b) above for each of the Named Executive Officers on the 1998
line are set forth below:
(a) (b)
----------------------------------------------
Arthur L. French 2,250 6,159
J. Michael Kirksey 2,250 1,292
Richard A. Singer 5,188 576
Michael E. Christopher 4,025 ----
William B. Edge 837 ----
Thomas J. Shapiro 3,779 ----
10
<PAGE>
STOCK OPTIONS
The following table reflects certain information regarding stock options
granted to the Named Executive Officers
during 1998.
OPTION GRANTS IN 1998
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------
NUMBER OF
SECURITIES
UNDERLYING PERCENT OF TOTAL PRESENT VALUE
OPTIONS OPTIONS GRANTED TO EXERCISE EXPIRATION AT GRANT DATE
NAME GRANTED EMPLOYEES IN 1998 PRICE DATE (1)
- ---- ---------- ----------------- -------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
Arthur L. French........................ ---- ---- ---- ---- ----
J. Michael Kirksey...................... 20,000 2.37% 14.75 07/31/08 194,200
Richard A. Singer....................... 20,000 2.37% 14.75 07/31/08 194,200
Michael E. Christopher.................. 20,000 2.37% 14.75 07/31/08 194,200
William B. Edge......................... 20,000 2.37% 14.75 07/31/08 194,200
Thomas J. Shapiro....................... 20,000 2.37% 14.75 07/31/08 194,200
</TABLE>
(1) Computed using the Black-Scholes model, with the following assumptions:
expected price volatility -- 46.06% risk free rate of return -- 5.91%,
expected dividend yield -- 0%, and the expected life of the option was 7.5
years.
The following table reflects certain information concerning the number of
unexercised options held by the Named Executive Officers and the value of such
officers' unexercised options as of December 31, 1998. No options were exercised
by the Named Executive Officers during the year ended December
31, 1998.
YEAR END 1998 OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS "IN-THE-MONEY" OPTIONS
AT DECEMBER 31, 1998 AT DECEMBER 31, 1998 (1)
-------------------- ------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Arthur L. French........................ 40,000 160,000 0 0
J. Michael Kirksey...................... 20,000 100,000 0 0
Richard A. Singer....................... ---- 20,000 ---- 0
Michael E. Christopher.................. ---- 20,000 ---- 0
William B. Edge......................... ---- 20,000 ---- 0
Thomas J. Shapiro....................... ---- 20,000 ---- 0
</TABLE>
(1) Options are "in-the-money" if the closing market price of the Company's
Common Stock exceeds the exercise price of the options. The exercise price
of the options granted in 1997 to Messrs. French and Kirksey (100,000) is
$10.00 per share. The exercise price of the options granted in 1998 to
Messrs. Christopher, Edge, Kirksey (20,000), Singer and Shapiro is $14.75
per share. As of March 31, 1999, the market price of the stock was $8.75,
therefore, none of the options were "in-the-money."
11
<PAGE>
STOCK PERFORMANCE GRAPH
The following performance graph compares the Company's cumulative total
stockholder return on its Common Stock with the cumulative total return of the
Standard & Poors 500 Index and Standard & Poors Industrials. The cumulative
total return computations set forth in the Performance Graph assumes the
investment of $100 in the Company's Common Stock, the Standard & Poors 500 Index
and the Standard & Poors Industrials on July 11, 1997.
[LINEAR GRAPH PLOTTED FROM DATA IN TABLE BELOW]
JULY 11, 1997 DECEMBER 31, 1997 DECEMBER 31, 1998
------------- ----------------- -----------------
MUI 100.0 MUI 152.5 MUI 97.5
S&P 500 100.0 S&P 500 105.9 S&P 500 137.3
S&P Ind. 100.0 S&P Ind. 103.9 S&P Ind. 140.0
12
<PAGE>
REPORT OF COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The Compensation Committee determines the amount and form of compensation
and benefits payable to all executive officers, including the Named Executive
Officers, and certain other management personnel. The Compensation Committee
currently consists of three (3) members, none of whom is a current or former
employee or officer of the Company except Mr. Harter, who served as President of
the Company from July 3, 1996 to December 14, 1996, during which the Company had
no operations and for which he received no compensation.
The Compensation Committee has instituted an executive compensation
structure designed to attract and retain highly qualified executives and to
motivate them to maximize stockholder returns. In order to reach this goal, the
Named Executive Officers' compensation has been weighted toward equity options,
with base compensation as set forth in the employment agreements described
below. See "Employment Agreements".
BASE SALARY
In connection with its initial public offering on July 11, 1997, the
Company entered into three year employment agreements with Messrs. French and
Kirksey providing for an annual base salary of $150,000 and performance bonuses
as may be determined by the Board from time to time.
INCENTIVE COMPENSATION
In April 1997, the Board of Directors and the Company's stockholders
approved the Company's 1997 Long-Term Incentive Plan (the "Incentive Plan").
Pursuant to the Incentive Plan, in July 1998 the Compensation Committee approved
grants of options covering 20,000 shares each to Messrs. Christopher, Edge,
Kirksey, Singer and Shapiro.
This report is furnished by the Compensation Committee of the Board of
Directors.
T. William Porter, Chairman
Steven S. Harter
Tommy E. Knight
EMPLOYMENT AGREEMENTS
Each of Messrs. Bradburd, Christopher, Alper, Doveala, Edge, Jeffreys,
Notestine, Peterson, Singer and Shapiro entered into an employment agreement
with a subsidiary of the Company following the acquisition of their companies,
providing for an annual base salary of $150,000 and a performance bonus to be
determined annually by the Board. Each employment agreement is for a term of
five years, and unless terminated or not renewed by the respective company or
not renewed by the employee, the term will continue thereafter on a year-to-year
basis on the same terms and conditions existing at the time of renewal. Each of
these agreements provides that, in the event of a termination of employment by
the respective company without cause during the first three years of the
employment term, the employee will be entitled to receive from the respective
company an amount equal to his then current salary for the remaining term of the
employment agreement or one year, whichever is greater. In the event of a
termination of employment without cause during the final two years of the
initial five-year term of the employment agreement, the employee will be
entitled
13
<PAGE>
to receive an amount equal to his then current salary for one year. In either
case, payment is due in one lump sum on the effective date of termination. In
the event of a change in control of the Company (as defined in the agreement)
during the Initial Term, if the employee is not given at least five days' notice
of such change in control, the employee may elect to terminate his employment
and receive in one lump sum three times the amount he would receive pursuant to
a termination without cause during the Initial Term. In addition, the
non-competition provisions of the employment agreement would not apply. In the
event the employee is given at least five days' notice of such change in
control, the employee may elect to terminate his employment agreement and
receive in one lump sum two times the amount he would receive pursuant to a
termination without cause during the Initial Term. In such an event, the
non-competition provisions of the employment agreement would apply for two years
from the effective date of termination. Each employment agreement contains a
covenant not to compete with the Company for a period of two years immediately
following termination of employment, or in the case of or termination by the
Company without cause in the absence of a change in control, for a period of one
year following termination of employment.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ORGANIZATION OF THE COMPANY
In connection with the formation of the Company, the Company issued to
Notre a total of 3,367,914 shares of Common Stock in exchange for services
provided by an employee of Notre at a cost of $35,375 to Notre. Mr. Harter is
the President of Notre and a director of the Company. In April 1997, Notre
exchanged 3,122,914 shares of Common Stock for 3,122,914 shares of Restricted
Voting Common Stock. Prior to the consummation of the IPO, Notre advanced to the
Company $1,310,000 to enable the Company to effect the Mergers and the IPO. All
of Notre's advances were repaid from the net proceeds of the IPO. Subsequent to
the IPO, Notre distributed its shares to its owners.
From December 1996 through April 1997, the Company issued a total of
575,000 shares of Common Stock (as adjusted for a 135.81-to-one stock split) at
$.01 per share to executive officers, as follows: Mr. French -- 260,000 shares,
Mr. Kirksey -- 120,000 shares, Mr. Baur -- 120,000 shares,
and Mr. Hageman -- 75,000 shares.
The Company also issued 810,500 shares of Common Stock at $0.01 per share to
other employees of and consultants to the Company, including a total of 405,000
shares of Common Stock to persons who became directors of the Company upon
consummation of the IPO. The Company also granted options to purchase 10,000
shares of Common Stock under the Directors' Plan, effective upon the
consummation of the IPO to Messrs. Knight, Kristinik, Porter and Harter.
The aggregate consideration paid by the Company for the eight companies
acquired in the IPO and the 34 subsequent acquisitions (the "Acquired
Companies") consisted of $27.1 million
in cash, 26,642,598 shares of Common
Stock, plus the assumption of approximately $236.2 million of indebtedness. The
consideration paid by the Company for each of the Acquired Companies was
determined by negotiation between representatives of each Acquired Companies and
was based primarily upon the pro forma adjusted net income of each Acquired
Companies.
Pursuant to the agreements that were entered into in connection with the
acquisitions of the Acquired Companies, the principal stockholders of the
Acquired Companies have agreed not to compete with the Company for five years,
effective on the respective dates of acquisition.
14
<PAGE>
LEASES OF FACILITIES
Interstate leases the facilities located in Philadelphia, Pennsylvania and
Baltimore, Maryland from Warehouse Real Estate Associates ("WREA")(reorganized
as Warehouse Real Estate Associates, L.P.), a partnership controlled by Mr.
Bradburd, the Vice-Chairman of the Company, and his wife. The leases are for an
initial term of ten years and provide for a total annual rental of $234,000
during the initial five years, to be adjusted to an applicable current market
rate during the second five years. At the conclusion of the initial lease term,
Interstate has agreed to purchase the real estate from WREA at a price to be
determined by averaging two or more independent appraisals. The Company believes
that the rent to be paid under the leases does not exceed fair market value.
Interstate leases property from Warehouse Real Estate Associates L.P. II in
Ambridge, PA at fair market value effective in 1998 for a period of ten years.
At the conclusion of the lease term, Interstate/Metals is required to purchase
the property at fair market value determined by two or more independent
appraisals. However, Interstate/Metals may acquire the property after year eight
at 90% of fair market value determined by two or more independent appraisals.
Additionally, Interstate pays all utility, taxes and insurance costs on each of
the leased premises.
Queensboro leases two adjacent tracts of real property located in
Wilmington, North Carolina from The Alper Company, a partnership of which Mr.
Alper, a director and Vice President of the Company, is a controlling person.
The lease on one tract of real property is for a term of 20 years, expires in
2017 and provides for an annual rental of $40,000. The rent will be adjusted
every five years in accordance with the Consumer Price Index ("CPI"). At the
conclusion of the tenth year of the lease, Queensboro has the option to purchase
the real property from The Alper Company for an amount equal to the average of
three independent appraisals. If Queensboro does not exercise its option, the
annual rental will be adjusted to reflect a ten year amortization of the fair
market value of the property. The lease on the other tract of real property is
for a term of 20 years, expires in 2017 and provides for an annual rental of
$137,200. The rent will be adjusted every five years in accordance with the CPI.
Queensboro will pay for all utilities, taxes and insurance on the leased
properties. The Company believes that the rent for the properties does not
exceed fair market value.
Steel Service Systems leases certain real property located in Horicon,
Wisconsin from an entity owned in part by Mr. Doveala, a director of the
Company. The lease for real property expires in 2011 and provides for an annual
rental of $420,000. The rental rate will be adjusted every three years in
accordance with the CPI and will increase or decrease with changes in the prime
rate. Additionally, Steel Service Systems pays for all utilities, taxes and
insurance on the leased premises. The Company believes that the rent for the
property does not exceed fair market value.
Texas Aluminum leases certain real property located in Jackson,
Mississippi from an entity controlled by Mr. Christopher, a Senior Vice
President and director of the Company. The lease for the real property expires
in 2012 and provides for rental of $3,500 per month. The rent will be adjusted
every three years in accordance with the CPI. Additionally, Texas Aluminum pays
for all utilities, taxes and insurance on the leased premises. Texas Aluminum
also continues to lease from a number of entities owned by Mr. Christopher
and/or related affiliates the following facilities, which are used for
manufacturing and distribution services: (i) a warehouse in Lafayette, Louisiana
for a term of 15 years and an aggregate monthly rental of $27,280, (iii) a
facility in Las Vegas, Nevada for $16,500 per month for a term of 15 years, (iv)
a facility in Atlanta, Georgia for $6,000 per month for a term of 15 years, (v)
a facility in Beaumont, Texas for $2,500 per month for a term of 15 years, (vi)
a building in Weslaco, Texas for $2,500 per month for a term of 15 years, and
(vii) a building in Oklahoma City, Oklahoma for $7,000 per month for a term of
15 years. The Company believes that the rent for each of these properties does
not exceed fair market value.
Uni-Steel leases certain real property located in Enid, Oklahoma from
Garfield Development, LLC, an entity owned in part by Mr. Singer, a Senior Vice
President and director of the Company. The lease for the real property has a
ten-year term and provides for an annual rental of $115,000. The rent rate will
be adjusted every five years in accordance with the CPI. The Company believes
that the rent for the properties does not exceed fair market value.
15
<PAGE>
Williams leases certain real property located in Milwaukee, Wisconsin from
PP&W, L.L.C., an entity owned in part by Mr. Peterson, a director of the
Company. The lease for the rental property expires on December 31, 2011, and
provides for an annual rental of $458,950. The rent will be adjusted every five
years in accordance with the CPI. Additionally, Williams pays for all utilities,
taxes and insurance on the leased premises. The Company believes that the rent
for the properties does not exceed fair market value.
Jeffreys has a lease agreement for the use of executive aircraft with
J-Air, Inc., an entity controlled by Mr. Toby Jeffreys, President and Chief
Executive Officer of Jeffreys. The term of the lease runs from January 1, 1999
to December 31, 1999 with a flat rate of $2,000 per hour and ten roundtrip
flights between Mobile, AL and Houston, TX at a flat rate of $1,500 per hour.
Jeffreys is not obligated, however, to use the aircraft at any time during the
lease term.
OTHER TRANSACTIONS
On or about July 11, 1997, Interstate purchased certain equipment from
WREA for $530,000. WREA is controlled by Mr. Bradburd, the Vice-Chairman of the
Company. The Company believes that the purchase price for the equipment does not
exceed the fair market value thereof.
Queensboro provides administrative services to Southern Metals Recycling,
Inc. ("Southern"), an entity owned in part by Mr. Alper, a director of the
Company. In its last fiscal year, Queensboro provided services and billed
Southern $204,456 for these services and sold scrap metal to Southern in the
amount of $12,510. The Company believes that the fees charged for such services
represent the fair market value of such services.
An entity owned in part by Mr. Christopher leases equipment to Texas
Aluminum/Cornerstone under several leases totaling $96,000 per year. The leases
expire December 31, 2011. Mr. Christopher is a Senior Vice President and
director and officer of the Company. The Company believes that the fees charged
for such services represent the fair market value of such services.
Texas Aluminum/Cornerstone holds two promissory notes from EmC Industries,
LLC ("EmC") having balances as of June 30, 1997, in the amounts of $116,433 and
$324,401, which are payable monthly and are due on May 1, 2001 and March 1,
2007, respectively. In November 1996, Texas Aluminum/Cornerstone sold certain
machinery and equipment to EmC resulting in a gain of $242,000. Texas
Aluminum/Cornerstone is leasing this machinery from EmC for $72,000 per year
through December 2001. EmC is owned in part by Mr. Christopher, a director and
officer of the Company. The indebtedness was in each case incurred in connection
with the sale of equipment to EmC. The largest aggregate amount of indebtedness
in each case at any time in the past three fiscal years on the notes is $142,795
and $330,000, respectively. The rates of interest charged on the loans are 8%
and 7.5%, respectively. Texas Aluminum/Cornerstone holds a promissory note in
the original principal amount of $120,279 from EmC issued June 1, 1996. The note
was issued in connection with the sale of equipment to EmC and earns interest at
a rate of 8%. The note is payable monthly and matures on May 1, 2001. The
largest aggregate amount of indebtedness outstanding on the note at any time in
the past three fiscal years is $120,279 and the amount outstanding as of
December 31, 1996 was $108,866. Additionally, Texas Aluminum/Cornerstone leases
certain roll-former machines from EmC for a monthly rental of $14,000.
The Company has agreed to indemnify Notre for liabilities, if any, arising
in connection with action taken by it in connection with its role as the
organizer of Metals USA prior to July 11, 1997.
COMPANY POLICY
All transactions with directors, officers, employees or affiliates of the
Company are anticipated to be minimal, and must be approved in advance by a
majority of disinterested members of the Board of Directors.
16
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
In 1998, the members of the Compensation Committee were Messrs. Porter,
Harter and Knight. Mr. Harter served as president of the Company during 1996,
and he is the President of Notre and a director of the Company. In connection
with the formation of the Company, the Company issued to Notre a total of
3,367,914 shares of Common Stock for aggregate consideration of $35,375. In
April 1997, Notre exchanged 3,122,914 shares of Common Stock for 3,122,914
shares of Restricted Voting Common Stock. Prior to the consummation of the IPO,
Notre advanced to the Company $1,310,000 to enable the Company to effect the
Mergers and the IPO. All of Notre's advances were repaid from the net proceeds
of the IPO. Subsequent to the IPO, Notre distributed its shares to its owners.
RATIFICATION OF APPOINTMENT OF AUDITORS (Proposal 2)
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO RATIFY THE
SELECTION OF ARTHUR ANDERSEN LLP AS THE COMPANY'S INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS TO AUDIT THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS FOR THE
YEAR ENDING DECEMBER 31, 1999. THE SHARES OF COMMON STOCK REPRESENTED BY
RETURNED PROXY CARDS WILL BE VOTED FOR THE PROPOSAL TO RATIFY THE APPOINTMENT OF
THE AUDITORS UNLESS OTHERWISE SPECIFIED.
At the Annual Meeting a vote will be taken on the proposal to ratify the
appointment by the Board of Directors of Arthur Andersen LLP, independent
certified public accountants, as auditors of the Company's consolidated
financial statements for the year ending December 31, 1999. Arthur Andersen
audited the consolidated financial statements of the Company for the years ended
December 31, 1998 and 1997.
Representatives of Arthur Andersen LLP are expected to be present at the
Annual Meeting, with the opportunity to make a statement should they choose to
do so, and to be available to respond to appropriate questions.
17
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and persons holding more than ten
percent of a registered class of the Company's equity securities to file with
the Securities and Exchange Commission ("SEC") and any stock exchange or
automated quotation system on which the Common Stock may then be listed or
quoted (i) initial reports of ownership, (ii) reports of changes in ownership
and (iii) annual reports of ownership of Common Stock and other equity
securities of the Company. Such directors, officers and ten-percent stockholders
are also required to furnish the Company with copies of all such filed reports.
Based solely upon review of the copies of such reports furnished to the
Company and written representations that no other reports were required during
1998, the Company believes that all Section 16(a) reporting requirements related
to the Company's directors and executive officers were timely fulfilled during
1998, with the exception of Messrs. Jeffreys and Harter, who each completed the
appropriate SEC forms for a single transaction, respectfully but, due to an
administrative error at the Company, such SEC forms were not filed timely with
the SEC.
ANNUAL REPORTS
The Company's Annual Report to stockholders accompanies this Proxy
Statement. The Company filed its Annual Report on Form 10-K for the year ended
December 31, 1998 with the Securities and Exchange Commission on or about March
30, 1999. A copy of the Form 10-K, including any financial statements and
schedules and a list describing any exhibits not contained therein, accompanies
this Proxy Statement and a copy may also be obtained without charge to any
stockholder. Written requests for copies of the report should be directed to
John A. Hageman, Secretary, Metals USA, Inc., Three Riverway, Suite 600,
Houston, Texas 77056.
DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the Company's 2000
Annual Meeting of Stockholders must be received by the Secretary of the Company
no later than January 20, 2000, and must otherwise comply with the requirements
of Rule 14a-8 under the Securities Exchange Act of 1934.
The Company's Bylaws establish procedures, including advance notice
procedures, with regard to the nomination other than by or at the direction of
the Board of Directors, of candidates for election as directors and with regard
to certain matters to be brought before meetings of stockholders of the Company.
The Bylaws also contain procedures for regulation of the order of business and
conduct of stockholder meetings, the authority of the presiding officer and
attendance at such meetings.
OTHER MATTERS
The Board of Directors knows of no matters that are expected to be
presented at the Annual Meeting other than those described in this proxy
statement. Should any other matter properly come before the Annual Meeting,
however, the persons named in the form of proxy accompanying this proxy
statement will vote all shares represented by proxies in accordance with their
best judgment on such matters.
18
<PAGE>
(FRONT)
METALS USA, INC.
ANNUAL MEETING OF STOCKHOLDERS
Solicited by the Board of Directors of Metals USA, Inc.
The undersigned hereby appoints Arthur L. French and J. Michael Kirksey,
and each of them individually, as proxies with full power of substitution, to
vote all shares of Common Stock of Metals USA, Inc. that the undersigned is
entitled to vote at the Annual Meeting of Stockholders thereof to be held on May
19, 1999, or at any adjournment or postponement thereof, as follows:
Any executed proxy which does not designate a vote shall be deemed to
grant authority for any item not designated.
PROPOSAL 1: ELECTION OF DIRECTORS
/_/ FOR all nominees listed /_/ WITHHOLD AUTHORITY for all
nominees listed below
Arnold W. Bradburd, Michael E. Christopher, Richard H. Kristinik, J.
Michael Kirksey, Franklin Myers and William L. Transier to hold office until the
2002 Annual Meeting and until their successors are elected and qualified.
INSTRUCTION: to withhold authority to vote for any individual nominee,
write that nominee's name in the space provided here.
<PAGE>
(BACK)
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF ARTHUR ANDERSEN LLP AS AUDITORS FOR
THE COMPANY
/_/ FOR /_/ AGAINST /_/ ABSTAIN
Please check the following box if you plan to attend the Annual Meeting of
Stockholders in person. /_/
ALL SHARES WILL BE VOTED AS DIRECTED HEREIN AND, UNLESS OTHERWISE
DIRECTED, WILL BE VOTED "FOR" PROPOSAL 1 (ALL NOMINEES), "FOR" PROPOSAL 2, AND
IN ACCORDANCE WITH THE DISCRETION OF THE PERSON VOTING THE PROXY WITH RESPECT TO
ANY OTHER BUSINESS PROPERLY BROUGHT BEFORE THE MEETING.
YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO A VOTE THEREON.
Dated: ______________________________, 1999
___________________________________________
Signature
Please sign exactly as name appears on this
card. Joint owners should each sign.
Executors, administrators, trustees, etc.,
should give their full titles.
Please complete, sign and promptly mail this proxy in the enclosed envelope.
<PAGE>
(FRONT)
METALS USA, INC.
ANNUAL MEETING OF STOCKHOLDERS
(RESTRICTED VOTING COMMON STOCK)
Solicited by the Board of Directors of Metals USA, Inc.
The undersigned hereby appoints Arthur L. French and J. Michael Kirksey,
and each of them individually, as proxies with full power of substitution, to
vote all shares of Restricted Voting Common Stock of Metals USA, Inc. that the
undersigned is entitled to vote at the Annual Meeting of Stockholders thereof to
be held on May 19, 1999, or at any adjournment or postponement thereof, as
follows:
Any executed proxy which does not designate a vote shall be deemed to
grant authority for any item not designated.
<PAGE>
SPECIAL NOTE:
Holders of Restricted Voting Common Stock, voting as a class, are entitled to
elect one director to the Board. Such holders elected Mr. Seven S. Harter as a
Class I (Term expires 2001) Director at the May 20, 1998 meeting and, therefore,
are not entitled to vote in the election of directors at the may 19, 1999
meeting.
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF ARTHUR ANDERSEN LLP AS AUDITORS FOR
THE COMPANY
/_/ FOR /_/ AGAINST /_/ ABSTAIN
Please check the following box if you plan to attend the Annual Meeting of
Stockholders in person. /_/
ALL SHARES WILL BE VOTED AS DIRECTED HEREIN AND, UNLESS OTHERWISE
DIRECTED, WILL BE VOTED "FOR" PROPOSAL 2, AND IN ACCORDANCE WITH THE DISCRETION
OF THE PERSON VOTING THE PROXY WITH RESPECT TO ANY OTHER BUSINESS PROPERLY
BROUGHT BEFORE THE MEETING.
YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO A VOTE THEREON.
Dated: _____________________________, 1999
__________________________________________
Signature
Please sign exactly as name appears on this
card. Joint owners should each sign.
Executors, administrators, trustees, etc.,
should give their full titles.
Please complete, sign and promptly mail this proxy in the enclosed envelope.
