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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
METALS USA, INC. 401(K) PLAN
(FULL TITLE OF THE PLAN)
METALS USA, INC.
(NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN)
COMMISSION FILE NUMBER 1-13123
DELAWARE 76-0533626
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
THREE RIVERWAY, SUITE 600
HOUSTON, TEXAS 77056
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (713) 965-0990
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<PAGE>
METALS USA, INC.
401(K) PLAN
INDEX
PAGE
-----
Report of Independent Accountants .................................... 1
Statement of Net Assets Available for Benefits, with Fund Information.. 2
Statement of Changes in Net Assets Available for Benefits,
with Fund Information ................................................ 3
Notes to Financial Statements ........................................ 4-11
SUPPLEMENTAL SCHEDULES:
Schedule I - Schedule of Assets Held for Investment Purposes ......... 12-13
Schedule II - Schedule of Nonexempt Transactions ..................... 14
Signatures ........................................................... 15
Index to Exhibits .................................................... 16
Consent of Independent Accountants ................................... 17
i
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator
of the Metals USA, Inc. 401(k) Plan
In our opinion, the accompanying statement of net assets available for
benefits and the related statement of changes in net assets available for
benefits present fairly, in all material respects, the net assets available for
benefits of the Metals USA, Inc. 401(k) Plan (the "Plan") at December 31, 1999
and 1998, and the changes in net assets available for benefits for the year
ended December 31, 1999 and period June 1, 1998 (inception) to December 31, 1998
in conformity with accounting principles generally accepted in the United
States. These financial statements are the responsibility of the Plan's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes at end of year and nonexempt transactions are presented
for the purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
As discussed in Note 7, nonexempt transactions occurred during 1999.
Management's evaluation of these matters and its plans for corrective actions
are also described in Note 7.
As discussed in Notes 9 and 13, during 2000 and 1999, the Company made a
significant number of acquisitions and assets of several plans were merged into
the Plan.
PRICEWATERHOUSECOOPERS LLP
June 12, 2000
Hartford, Connecticut
1
<PAGE>
METALS USA, INC.
401(K) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
--------------------------------------------------------------------------------
DECEMBER 31,
------------------------------
1999 1998
------------ ------------
Assets
Investments, at fair value ................. $ 98,583,091 $ 77,105,406
Receivables:
Employer contributions ................. 709,200 897,120
Employee contributions ................. 579,949 558,726
Participant notes ...................... 2,484,187 1,744,935
Other .................................. 3,061 --
------------ ------------
3,776,397 3,200,781
------------ ------------
Net assets available for benefits .......... $102,359,488 $ 80,306,187
============ ============
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
METALS USA, INC.
401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
--------------------------------------------------------------------------------
PERIOD
JUNE 1, 1998
YEAR ENDED (INCEPTION) TO
DECEMBER 31, DECEMBER 31,
1999 1998
------------ ------------
Additions to net assets attributed to:
Investment income:
Interest ................................... $ 975,516 $ 405,170
Net appreciation in fair value of
investments ................................ 12,260,573 2,983,394
------------ ------------
13,236,089 3,388,564
------------ ------------
Contributions:
Employer ................................... 3,379,164 1,745,520
Employee ................................... 7,740,765 3,226,317
------------ ------------
11,119,929 4,971,837
Transfer from affiliated plan ................ 10,199 --
------------ ------------
Total additions .................................. 24,366,217 8,360,401
Deductions from net assets attributed to:
Benefit payments ............................. 8,246,894 1,739,545
Transaction charge ........................... 45,582 16,936
Participant notes receivable terminated
due to withdrawal of participants .......... 153,416 93,388
Transfer to affiliated plan .................. -- 214,503
------------ ------------
Total deductions ................................. 8,445,892 2,064,372
Change in forfeiture reserve, net ................ 15,821 (2,253)
------------ ------------
Net increase prior to plan merger ................ 15,936,146 6,293,776
Transfer of assets due to plan merger ............ 6,117,155 74,012,411
------------ ------------
Net increase ..................................... 22,053,301 80,306,187
Net assets available for benefits at
beginning of period .............................. 80,306,187 --
------------ ------------
Net assets available for benefits at end of period $102,359,488 $ 80,306,187
============ ============
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
METALS USA, INC.
401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
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1. DESCRIPTION OF PLAN
The following description of the Metals USA, Inc. 401(k) Plan (the "Plan")
provides only general information. Participants should refer to the Plan
agreement for a more complete description of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan established effective June 1, 1998.
Each employee who was a participant in a plan that was merged into the Plan
shall become an eligible employee as of the date of the merger. Other, non-union
employees of Metals USA, Inc. (the "Company") become eligible to participate
upon completing six months of service. The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974 ("ERISA").
CONTRIBUTIONS
Participants may contribute an amount equal to not less than 1 percent nor
more than 15 percent of their compensation for the contribution period.
Participants direct the investment of their contributions into various
investment options offered by the Plan. The Plan currently offers a general
account, 13 pooled separate accounts, a guaranteed investment contract and a
Company stock, as investment options for participants. Employee contributions
are recorded as a receivable in the period during which the Company makes
payroll deductions from the participant's earnings.
The Company will make a matching contribution in an amount equal to $.50
for each $1.00 contributed by a participant, up to a maximum of 6 percent of the
participant's compensation. The Company may also make discretionary non-elective
and profit sharing contributions. Matching Company contributions are recorded
monthly. Discretionary non-elective and profit sharing contributions, if any,
are recorded when received.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contribution
and allocation of the Company's contribution and plan earnings. Allocations are
based on participant earnings or account balances, as defined. The benefit to
which a participant is entitled is the benefit that can be provided from the
participant's vested account.
4
<PAGE>
METALS USA, INC.
401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
VESTING
Participants are immediately vested in their voluntary contributions,
qualified non-elective contributions and qualified matching contributions plus
actual earnings thereon. The balance of vesting in the participant's account is
based on years of service. With the exception of balances transferred from the
Pacific Metal Company Amended and Restated Employee Stock Ownership Plan and
Trust, a participant becomes 25 percent vested after one year of service, 50
percent vested after two years of service, 75 percent vested after three years
of service and 100 percent vested after four years of service. The balance of
vesting in the participants' accounts transferred from the Pacific Metal Company
Amended and Restated Employee Stock Ownership Plan and Trust is based on years
of service. A participant becomes 20 percent vested after three years of
service, 40 percent vested after four years of service, 60 percent vested after
five years of service, 80 percent vested after six years of service and 100
percent vested after seven years of service. However, if an active participant
dies or becomes disabled prior to attaining the normal retirement age, the
participant's account becomes 100 percent vested.
PAYMENT OF BENEFITS
On termination of service, a participant may elect to receive either a
lump-sum amount equal to the value of the vested portion of his or her account,
a distribution in the form of an annuity, or a combination of both.
Distributions are subject to the applicable provisions of the Plan agreement and
applicable tax laws. Benefit claims are recorded as distributions when they have
been approved for payment and paid by the Plan.
PARTICIPANT NOTES RECEIVABLE
Participants may borrow up to a maximum of $50,000 or 50 percent of the
vested portion of his or her account balance, whichever is less. Loans are
treated as a transfer to/from the investment fund from/to Participant Notes
Receivable. A loan is secured by the balance in the participant's account and
bears interest at a rate commensurate with market rates for similar loans, as
defined (7.12% to 11.50% for the year ended December 31, 1999 and 6.75% to
11.50% for the period June 1, 1998 (inception) to December 31, 1998).
CASH EQUIVALENTS
Contributions received prior to year end awaiting investment in the
appropriate investment option at December 31 are invested in the CIGNA Charter
Guaranteed Short-Term Account, which is recorded at fair value, and are included
within the fund in which the units are subsequently purchased.
5
<PAGE>
METALS USA, INC.
401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
OTHER RECEIVABLE
The other receivable represents the difference between interest actually
earned on underlying investments and the interest credited to the Ohio National
Life Insurance Company ("ONLIC") Fixed Accumulation Account during 1999. The
difference will be passed back to the Plan through a prospective adjustment to
the credited rate of return, in accordance with the Plan's contract with ONLIC.
2. SUMMARY OF ACCOUNTING POLICIES
METHOD OF ACCOUNTING
The Plan's financial statements are prepared on the accrual basis of
accounting. The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
changes therein. Actual results could differ from those estimates.
Amounts shown by investment fund option on the statement of net assets
available for benefits as of December 31, 1998 and the statement of changes in
net assets available for benefits for the period June 1, 1998 (inception) to
December 31, 1998 have been reclassified to be shown in total to conform to the
current year presentation in order to adopt AICPA Statement of Position 99-3,
"ACCOUNTING FOR AND REPORTING OF CERTAIN DEFINED CONTRIBUTION PLAN INVESTMENTS
AND OTHER DISCLOSURE MATTERS."
INVESTMENT VALUATION
Investments in pooled separate accounts are recorded at fair value, as
determined by the unit value reported by Connecticut General Life Insurance
Company ("CG Life"). Investments in the general account and the guaranteed
investment contract are non-fully benefit responsive and are recorded at fair
value. Participant notes receivable are valued at cost which approximates fair
value. The Company stock is valued at its quoted market price.
6
<PAGE>
METALS USA, INC.
401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
3. INVESTMENTS
Investments that represent 5 percent or more of the Plan's net assets are
separately identified below.
DECEMBER 31,
-------------------------
1999 1998
----------- -----------
CIGNA Charter Guaranteed Income Fund $17,980,720 $13,673,610
interest rates, 5.20%; 5.35%
CIGNA Charter Growth & Income Fund 8,599,150 9,334,411
units, 237,611; 308,678
CIGNA Fidelity Advisor Equity Growth
Fund 22,050,177 16,590,663
units, 193,287; 198,168
CIGNA Warburg Pincus Advisor Emerging Growth
Fund N/A 4,268,623
units, N/A; 87,995
CIGNA Janus Fund 10,889,376 N/A
units, 157,566; N/A
CIGNA Lifetime40 Fund 5,946,296 5,118,704
units, 267,009; 274,167
Metals USA, Inc. Common Stock 12,646,672 11,324,990
shares, 1,487,844; 1,161,537
7
<PAGE>
METALS USA, INC.
401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
INVESTMENT PERFORMANCE
During 1999 and 1998, the Plan's investments (including interest and gains
and losses on investments bought and sold, as well as held during the year)
appreciated in value by $13,236,089 and $3,388,564, respectively, as follows:
PERIOD
JUNE 1,1998
YEAR ENDED (INCEPTION) TO
DECEMBER 31, DECEMBER 31,
1999 1998
------------ ------------
General Account:
CIGNA Charter Guaranteed Income Fund ....... $ 794,993 $ 299,150
Guaranteed Investment Contract:
ONLIC Fixed Accumulation Account ........... 124,084 62,403
------------ ------------
919,077 361,553
Pooled Separate Accounts:
CIGNA Charter Large Company Stock Index
Fund ..................................... 692,405 337,227
CIGNA Charter Growth & Income Fund ......... 1,602,977 854,399
CIGNA Charter Global Stock Fund ............ 123,322 79,959
CIGNA Fidelity Advisor Equity Growth Fund .. 5,961,264 1,917,513
CIGNA Warburg Pincus Advisor Emerging
Growth Fund .............................. 1,527,338 (112,969)
CIGNA Charter Balanced Fund* ............... (35,650) 228,364
CIGNA Janus Fund ........................... 2,731,159 445,035
CIGNA Neuberger Berman Partners Trust ...... 61,716 61,055
CIGNA Lifetime20 Fund ...................... 99,474 10,691
CIGNA Lifetime30 Fund ...................... 90,909 14,197
CIGNA Lifetime40 Fund ...................... 963,186 (56,282)
CIGNA Lifetime50 Fund ...................... 83,461 8,210
CIGNA Lifetime60 Fund ...................... 37,601 37,909
------------ ------------
13,939,162 3,825,308
Company Stock:
Metals USA, Inc. Common Stock ................ (1,799,612) (841,914)
Participant Notes Receivable ................... 177,462 43,617
------------ ------------
Net increase ............................... $ 13,236,089 $ 3,388,564
============ ============
* Fund was formerly known as CIGNA INVESCO Total Return Fund.
8
<PAGE>
METALS USA, INC.
401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
4. INVESTMENT CONTRACTS WITH INSURANCE COMPANIES
The Plan participates in a contract with CG Life via an investment in the
CIGNA Charter Guaranteed Income Fund. CG Life commingles the assets of the CIGNA
Charter Guaranteed Income Fund with other assets. For the Plan's investment in
the CIGNA Charter Guaranteed Income Fund the Plan is credited with interest at
the rate specified in the contract, which was 5.20% for the year ended December
31, 1999 and 5.35% for the period June 1, 1998 (inception) to December 31, 1998,
net of asset charges. CG Life prospectively guaranteed the interest rates
credited for the CIGNA Charter Guaranteed Income Fund for six months. The Plan
participates in a contract with Ohio National Life Insurance Company via an
investment in the ONLIC Fixed Accumulation Account. For the Plan's investment in
the ONLIC Fixed Accumulation Account, the Plan is credited with interest at the
rate specified in the contract which was 5.95% for the year ended December 31,
1999 and 6.30% for the period June 1, 1998 (inception) to December 31, 1998, net
of asset charges. As discussed in Note 2, the CIGNA Charter Guaranteed Income
Fund and the ONLIC Fixed Accumulation Account are included in the financial
statements at fair value which, principally because of the periodic rate reset
process, approximates contract value.
5. RELATED-PARTY TRANSACTIONS
Plan assets include investments in funds managed by CG Life, a wholly
owned division of CIGNA. CIGNA is the Plan's trustee and as such, transactions
with the trustee qualify as party-in-interest transactions. Personnel and
facilities of the Company have been used to perform administrative functions for
the Plan at no charge to the Plan. In addition, the Plan holds shares of Metals
USA, Inc., the Plan sponsor, which also qualifies as a party-in-interest.
6. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100 percent vested in their accounts.
9
<PAGE>
METALS USA, INC.
401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
7. TAX STATUS
As of December 31, 1999, the Plan was in the process of filing for a
determination letter from the Internal Revenue Service which would determine
that the Plan is designed in accordance with applicable sections of the Internal
Revenue Code ("IRC"). However, the Plan's administrator and tax counsel believe
the Plan is designed and is currently being operated in compliance with the
applicable requirements of the IRC.
Management has determined that nonexempt transactions occurred during
1999. The transactions involved the unintentional submission of employee
contributions to the Plan later than the 15th business day of the month
following the month of being withheld from compensation. Upon discovery of the
transactions, the employee contributions were promptly submitted to the Plan.
Management intends to take corrective actions and believes that the transactions
should not affect the tax-qualified status of the Plan. Therefore, no provision
for income taxes has been included in the Plan's financial statements.
8. RECONCILIATION OF PLAN FINANCIAL STATEMENTS TO THE FORM 5500
The Annual Return/Report of Employee Benefit Plan (the "Form 5500") is
prepared on the modified cash basis. Accordingly, certain balances included on
Schedule H (Part I and II) of the Form 5500 differ from those included in these
financial statements. Contributions in the statement of changes in net assets
available for benefits differ from contributions in the Form 5500 by the amount
of contributions accrued at December 31. The ending net asset balances are
reconciled as follows:
DECEMBER 31,
---------------------------
1999 1998
------------ ------------
Net assets, reflected on Form 5500 ............... $101,080,339 $ 78,850,341
Add: Employer contributions receivable ........... 709,200 897,120
Employee contributions receivable ........... 579,949 558,726
------------ ------------
Net assets, reflected in the financial statements $102,359,488 $ 80,306,187
============ ============
10
<PAGE>
METALS USA, INC.
401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
9. PLAN MERGERS
During 1999 and 1998, the Company made a significant number of acquisitions
and assets of several plans were merged into the Plan. Effected participants
became eligible to participate in the Plan subject to the provisions of the Plan
agreement.
10. TRANSFER FROM AFFILIATED PLAN
In 1999, certain employees and their participant balances were transferred
from an affiliated plan to the Plan.
11. TRANSFER TO AFFILIATED PLAN
In 1998, certain employees and their participant balances were transferred
from the Plan to an affiliated plan.
12. FORFEITURES
The net change in forfeiture reserve represents the net change in the
available forfeiture reserve balance from the prior year plus the current year
forfeitures generated. Forfeitures result from nonvested balances remaining in
the Plan for all terminated employees. Upon reaching the break-in-service
requirement, as defined in the Plan agreement, forfeitures generated are added
to the forfeiture reserve balance. The forfeiture reserve of $119,431 and
$126,991 at December 31, 1999 and 1998, respectively, is included in the CIGNA
Charter Guaranteed Income Fund and is available to offset contributions, which
would be otherwise payable by the Company or reallocated to the participants, in
accordance with the Plan agreement. In 1999 and 1998, Company cash contributions
were offset by $33,657 and $9,064, respectively, from forfeited nonvested
accounts.
13. SUBSEQUENT EVENT
During 2000, the Company made several acquisitions and assets of the
acquired plans were merged into the Plan. Effected participants became eligible
to participate in the Plan subject to the provisions of the Plan agreement.
The accompanying notes are an integral part of these financial statements.
11
<PAGE>
METALS USA, INC. SUPPLEMENTAL SCHEDULE
401(K) PLAN SCHEDULE I
SCHEDULE I - SCHEDULE OF ASSETS HELD
FOR INVESTMENT PURPOSES AT END OF YEAR
<TABLE>
<CAPTION>
DECEMBER 31, 1999
------------------------------------------------------------------------------------------------------------------------------------
(C)
(B) DESCRIPTION OF INVESTMENT INCLUDING (E)
IDENTITY OF ISSUE, BORROWER, MATURITY DATE, RATE OF INTEREST, (D) CURRENT
(A) LESSOR, OR SIMILAR PARTY COLLATERAL, PAR OR MATURITY VALUE COST VALUE
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
* Connecticut General Life CIGNA Charter Guaranteed Income N/A** $ 17,980,720
Insurance Company Fund
* Connecticut General Life CIGNA Charter Large Company Stock N/A** 4,276,209
Insurance Company Index Fund
* Connecticut General Life CIGNA Charter Growth & Income Fund N/A** 8,599,150
Insurance Company
* Connecticut General Life CIGNA Charter Global Stock Fund N/A** 2,322,468
Insurance Company
* Connecticut General Life CIGNA Fidelity Advisor Equity Growth N/A** 22,050,177
Insurance Company Fund
* Connecticut General Life CIGNA Warburg Pincus Advisor N/A** 5,041,582
Insurance Company Emerging Growth Fund
* Connecticut General Life CIGNA Charter Balanced Fund N/A** 3,254,370
Insurance Company
* Connecticut General Life CIGNA Janus Fund N/A** 10,889,376
Insurance Company
* Connecticut General Life CIGNA Neuberger Berman Partners N/A** 930,651
Insurance Company Trust
* Connecticut General Life CIGNA Lifetime20 Fund N/A** 528,248
Insurance Company
</TABLE>
* Indicates an identified person known to be a party-in-interest to the Plan.
** Cost information has been omitted for participant directed investments.
12
<PAGE>
METALS USA, INC. SUPPLEMENTAL SCHEDULE
401(K) PLAN SCHEDULE I
SCHEDULE I - SCHEDULE OF ASSETS HELD
FOR INVESTMENT PURPOSES AT END OF YEAR
<TABLE>
<CAPTION>
DECEMBER 31, 1999 (CONTINUED)
------------------------------------------------------------------------------------------------------------------------------------
(C)
(B) DESCRIPTION OF INVESTMENT INCLUDING (E)
IDENTITY OF ISSUE, BORROWER, MATURITY DATE, RATE OF INTEREST, (D) CURRENT
(A) LESSOR, OR SIMILAR PARTY COLLATERAL, PAR OR MATURITY VALUE COST VALUE
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
* Connecticut General Life CIGNA Lifetime30 Fund N/A** $ 631,778
Insurance Company
* Connecticut General Life CIGNA Lifetime40 Fund N/A** 5,946,296
Insurance Company
* Connecticut General Life CIGNA Lifetime50 Fund N/A** 926,117
Insurance Company
* Connecticut General Life CIGNA Lifetime60 Fund N/A** 238,793
Insurance Company
* National Financial Services Metals USA, Inc. Common Stock N/A** 12,646,672
Corporation
* Connecticut General Life CIGNA Charter Guaranteed Income N/A** 1,008,785
Insurance Company Fund
* Ohio National Life ONLIC Fixed Accumulation Account N/A** 1,307,189
Insurance Company
* Connecticut General Life Cash Equivalents (CIGNA Charter N/A** 10,632
Insurance Company Guaranteed Short-Term Account)
* Plan Participants Participant Notes Receivable N/A** 2,484,187
</TABLE>
* Indicates an identified person known to be a party-in-interest to the Plan.
** Cost information has been omitted for participant directed investments.
13
<PAGE>
METALS USA, INC. SUPPLEMENTAL SCHEDULE
401(K) PLAN SCHEDULE II
SCHEDULE II - SCHEDULE OF NONEXEMPT TRANSACTIONS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1999
------------------------------------------------------------------------------------------------------------------------------------
(G)
(C) EXPENSES (J)
(B) DESCRIPTION OF INCURRED NET GAIN
RELATIONSHIP TRANSACTIONS INCLUDING IN (I) OR (LOSS)
(A) TO PLAN, EMPLOYER, MATURITY DATE, RATE OF (D) (E) (F) CONNECTION (H) CURRENT ON
IDENTITY OF OR OTHER PARTY-IN- INTEREST, COLLATERAL, PAR PURCHASE SELLING LEASE WITH COST OF VALUE OF EACH
PARTY INVOLVED INTEREST OR MATURITY VALUE PRICE PRICE RENTAL TRANSACTION ASSET ASSET TRANSACTION
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Metals USA, Inc. Employer Failure to remit employee $ 42,059 N/A N/A N/A $ 42,059 $ 42,059 -*
contributions to the trust
on a timely basis
Metals USA, Inc. Employer Failure to remit employee 25,527 N/A N/A N/A 25,527 25,527 -*
contributions to the trust
on a timely basis
</TABLE>
* Department of Labor Reg. 2510.3-102 requires that employee contributions be
submitted to the Plan no later than 15 business days following the end of the
month in which amounts were withheld from compensation. Failure to remit
employee contributions to the Plan in a timely basis is considered a nonexempt
transaction with a party-in-interest. Management believes that the
transactions should not affect the tax-qualified status of the Plan as all
such required payments were subsequently paid upon discovery. Therefore, no
provision for income taxes has been included in the Plan's financial
statements.
14
<PAGE>
SIGNATURES
The Plan, pursuant to the requirements of the Securities Exchange Act of 1934,
the Plan Administrator has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
METALS USA, INC.
METALS USA, INC. 401(K) PLAN
June 30, 2000 By: /S/ TERRY L. FREEMAN
--------------------------------------------
Terry L. Freeman
Vice President, Corporate Controller
and Chief Accounting Officer
15
<PAGE>
INDEX TO EXHIBITS
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
------- ----------- ----------
1 Consent of PricewaterhouseCoopers LLP 1
2 Plan Agreement for the Metals USA, Inc. 401(k) Plan
incorporated by reference to Exhibit 4.1 to the
Registration Statement filed under cover of Form S-8
(Registration Number 333-62361) on August 27, 1998.
16
