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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: June 21, 2002
Commission File Number 1-13123
METALS USA, INC.
(Exact name of Registrant as Specified in its Charter)
DELAWARE 76-0533626
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
THREE RIVERWAY, SUITE 600
HOUSTON, TEXAS 77056
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (713) 965-0990
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METALS USA, INC.
FORM 8-K
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
On June 21, 2002, Metals USA, Inc. (the "Company"), dismissed Arthur
Andersen LLP ("Andersen") as their principal independent accountant and
engaged Deloitte & Touche LLP ("Deloitte") as their principal independent
accountant. The decision to change principal independent accountants was
recommended by the Audit Committee and was approved by the Board of Directors
of the Company. The change will be effective immediately.
Andersen's reports on the consolidated financial statements of the
Company for the year ended December 31, 2001, included an explanatory
paragraph concluding that substantial doubt exists about the Company's ability
to continue as a going concern given that the Company and all of its
subsidiaries filed for reorganization under Chapter 11 of the United States
Bankruptcy Code on November 14, 2001. Andersen's reports on the consolidated
financial statements of the Company for the year ended December 31, 2000, did
not contain an adverse opinion or a disclaimer of opinion, nor were such
reports qualified or modified as to uncertainty, audit scope, or accounting
principles. During the past two fiscal years and through the date of this
Current Report, there have been no disagreements with Andersen on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which, if not resolved to the satisfaction of
Andersen, would have caused it to make reference to the subject matter in
connection with its reports on the Company's consolidated financial statements
for such years, nor have there been any reportable events as listed in Item
304(a)(1)(v) of Regulation S-K.
The Company provided Arthur Andersen a copy of the foregoing disclosures.
Attached as Exhibit 16.1 is a copy of Arthur Andersen's letter dated June 21,
2002, stating that it has found no basis for disagreement with such statements.
During the past two fiscal years and through the date of this Current
Report, the Company has not consulted with Deloitte on the application of
accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the Company's
financial statements. Nor has the Company consulted with Deloitte during the
last two fiscal years or through the date of this Current Report regarding any
matter that was either the subject of a disagreement, as defined in Item
304(a)(1)(iv) of Regulation S-K, or a reportable event as listed in Item
304(a)(1)(v) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS:
16.1 Letter from Arthur Andersen LLP dated June 21, 2002.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized, who has signed this report on behalf of
the Registrant.
METALS USA, INC.
Date: June 21, 2002 By: /s/ Terry L. Freeman
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Terry L. Freeman
Senior Vice President, Treasurer
and Chief Accounting Officer
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