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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: September 18, 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 77056
HOUSTON, TEXAS (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (713) 965-0990
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ITEM 9. REGULATION FD DISCLOSURE
On September 18, 2002, Metals USA, Inc., a Delaware corporation (the "Company")
filed its proposed plan of reorganization (the "Reorganization Plan") and the
related disclosure statement (the "Disclosure Statement") with the U.S.
Bankruptcy Court for the Southern District of Texas, Houston Division (the
"Bankruptcy Court"). The Company together with all of its subsidiaries filed
voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code
on November 14, 2001.
The Reorganization Plan calls for the Company's existing equity be extinguished
and for the unsecured creditors to receive 100% of the New Common Stock in the
reorganized Company in exchange for the discharge of approximately $380.0
million of unsecured claims. Holders of the existing equity will receive
five-year warrants to purchase an aggregate of up to fifteen percent (15%) of
the New Common Stock of the reorganized Company. The warrants will have an
exercise price calculated at full recovery for all unsecured creditors. In
addition, the Company will seek listing of the New Common Stock on a nationally
recognized market or exchange. The Company cannot provide any assurance as to
whether a market will develop for the warrants. All currently outstanding
options of the Company will be cancelled on the effective date of the
Reorganization Plan. The Reorganization Plan will provide for the establishment
of a new equity incentive plan for employees to be administered by the Board of
Directors of the newly reorganized Company. The Board of Directors of the newly
reorganized Company will initially consist of six members, and a seventh
director to be named within six months from the effective date of the
Reorganization Plan who will be an executive officer from the reorganized
Company.
The Bankruptcy Court has approved the Disclosure Statement as having adequate
information to permit an informed vote to accept or reject the Reorganization
Plan. The Company will mail copies of the Disclosure Statement to the claim and
interest holders, and the impaired claim and interest holders will have an
opportunity to vote to either accept or reject the Reorganization Plan. At the
Reorganization Plan confirmation hearing, which is scheduled for October 18,
2002, the Bankruptcy Court will determine whether the voting classes have
accepted the Reorganization Plan or may rule that it is otherwise confirmable
under applicable bankruptcy law. If the Reorganization Plan is confirmed, the
Company will then be permitted to consummate the transactions described in the
Reorganization Plan to emerge from bankruptcy. This is generally done between
ten to fifteen days following the confirmation of the Reorganization Plan.
Assuming the Reorganization Plan is accepted by the impaired claim and interest
holders and the Bankruptcy Court grants the confirmation order within the time
table set forth above, it is possible that the Company could emerge from
bankruptcy on or about October 31, 2002.
The forecasted financial results and other forward- looking statements contained
in the Disclosure Statement are based on estimates and assumptions that are
inherently uncertain and, though considered reasonable by the Company, are
subject to significant business, economic and competitive uncertainties and
contingencies, all of which are difficult to predict and many of which are
beyond the control of the Company. Accordingly, there can be no assurance that
the forecasted results or such other forward-looking statements will be
realized. Moreover it is entirely possible that the actual results obtained will
be significantly higher or lower than the forecasted financial statements
contained in the Disclosure Statement contemplate. The Company may revise any or
all of these estimates, assumptions or forward-looking statements at or before
the confirmation hearing on the Reorganization Plan.
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The Reorganization Plan and the related Disclosure Statement are attached hereto
as exhibits to this Form 8-K and are subject to supplementation, modification
and amendment prior to confirmation by the Bankruptcy Court.
EXHIBIT INDEX:
ITEM DESCRIPTION
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99.1 Amended Disclosure Statement and the Amended Plan of
Reorganization Under Chapter 11 of the United States
Bankruptcy Code for Metals USA, Inc and Subsidiaries
dated September 18, 2002.
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: September 18, 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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