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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, 2001
METALS USA, INC. UNION 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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METALS USA, INC.
UNION 401(k) PLAN
FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000 AND
SUPPLEMENTAL SCHEDULES FOR THE YEAR ENDED DECEMBER 31, 2001 AND 2000, AND
INDEPENDENT AUDITORS' REPORT
METALS USA, INC.
UNION 401(k) PLAN
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4
SUPPLEMENTAL SCHEDULES*:
Schedule H, Line 4i - Schedule of Assets (Held at End of Year),
December 31, 2001 and 2000 9
Schedule of Nonexempt Transactions
for the Years Ended December 31, 2001 and 2000 13
OTHER:
Signatures 15
Index to Exhibits 16
Consent of Independent Accountants
* Other supplemental schedules required by Section 2520-103.1 of the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974 ("ERISA") have been omitted
because they are not applicable.
INDEPENDENT AUDITORS' REPORT
To the Trustees and Participants of
Metals USA, Inc. 401(k) Union Plan
Houston, Texas
We have audited the financial statements of Metals USA, Inc. 401(k) Union Plan
(the "Plan") as of December 31, 2001 and 2000, and for the years then ended,
listed in the table of contents. 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 in accordance with auditing standards generally accepted
in the United States of America. Those standards 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. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statements presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits as of December 31, 2001 and
2000, and the changes in net assets available for benefits for the years then
ended in conformity with accounting principles generally accepted in the United
States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules as listed in
the table of contents 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. The supplemental schedules are the responsibility of the Plan's
management. Such supplemental schedules have been subject to the auditing
procedures applied in our audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects when considered in relation
to the basic financial statements taken as a whole.
The accompanying financial statements have been prepared assuming that the
Plan will continue as a going concern. As discussed in Note 1 to the
financial statements, the sponsor of the Plan, Metals USA, Inc. filed for
protection under Chapter 11 of Title 11 of the United States Bankruptcy Code
on November 14, 2001. Due to the Plan's relationship with the sponsor, there
is substantial doubt about the Plan's ability to continue as a going concern.
In accordance with the Plan Document in the event of termination the Plan's
Participants should receive all vested account balances. The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.
DELOITTE & TOUCHE LLP
September 6, 2002
- 1 -
METALS USA, INC.
UNION 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 2001 AND 2000
2001 2000
ASSETS:
Investments, at fair value $ 1,687,573 $ 1,729,071
Receivables:
Employer contributions 1,463 20,312
Employee contributions 13,703 21,178
Participant notes 102,459 142,667
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 1,805,198 $ 1,913,228
=========== ===========
The accompanying notes are an integral part of these financial statements.
- 2 -
METALS USA, INC.
UNION 401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
2001 2000
ADDITIONS (DEDUCTIONS) TO NET ASSETS ATTRIBUTED TO:
Investment income (loss):
Interest $ 55,257 $ 45,837
Dividends 303 103
Net (depreciation) in fair value of
investments (162,169) (82,853)
----------- -----------
Total investment loss (106,609) (36,913)
----------- -----------
Contributions:
Employer 46,966 75,992
Employee 225,207 259,345
----------- -----------
272,173 335,702
Transfer from affiliated plan 9,039
----------- -----------
Total additions 165,564 307,463
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefit payments 203,078 64,827
Administrative expense 1,508 1,196
Participant notes receivable terminated due to
withdrawal of participant 13,535 4,866
Transfer to affiliated plan 55,473 17,967
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Total deductions 273,594 88,856
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NET (DECREASE) INCREASE (108,030) 218,607
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING
OF YEAR 1,913,228 1,694,621
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NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $ 1,805,198 $ 1,913,228
=========== ===========
The accompanying notes are an integral part of these financial statements.
- 3 -
METALS USA, INC.
UNION 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
1. DESCRIPTION OF PLAN
The following description of the Metals USA, Inc. Union 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
October 1, 1998, which was amended and restated in its entirety and was
effective as of January 1, 2000. 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, 18 pooled separate accounts and Company
stock as investment options for participants. Employee contributions are
recorded in the period during which the Company makes payroll deductions
from the participant's earnings.
The Company may make matching contributions to participant's accounts as
determined by the terms of collective bargaining agreements. The Company
may also make discretionary nonelective and profit- sharing contributions.
Matching company contributions, if any, are recorded monthly. Discretionary
nonelective and profit-sharing contributions, if any, are recorded
annually. For the year ended December 31, 2001 discretionary nonelective
and profit-sharing contributions were $14,562.
PARTICIPANT ACCOUNTS - Each participant's account is credited with the
participant's contribution and allocation of the Company's contribution and
plan earnings. Earnings are allocated by fund based on the ratio of a
participant's account invested in a particular fund to all participants'
investments in that fund. The benefit to which a participant is entitled is
the benefit that can be provided from the participant's vested account.
VESTING - Participants are immediately vested in their own voluntary
contributions plus actual earnings thereon. The balance of vesting in the
participants' accounts is based on years of service. Unless otherwise
designated by a collective bargaining agreement, 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 prior to attaining the
normal retirement age, the participant's account becomes 100 percent
vested.
BENEFITS PAYMENT - 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
installment payments. Distributions are subject to the applicable
provisions of the plan agreement. Benefits claims are recorded as
distributions when they have been approved for payment and paid by the
Plan.
- 4 -
PARTICIPANT NOTES RECEIVABLE - A participant 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 comparable with
market rates for similar loans, as defined (6.00% to 10.50% and 8.75% to
10.50% for the years ended December 31, 2001 and 2000, respectively).
ADMINISTRATIVE EXPENSES - The expenses of administration of the Plan,
including the expenses of the administrator and fees of the trustee, shall
be paid from the Plan, unless the Plan sponsor elects to make payment.
BASIS OF PRESENTATION - The accompanying plan financial statements have
been prepared on the going concern basis of accounting, which contemplates
the realization of assets and the satisfaction of liabilities in the
ordinary course of business. On November 14, 2001, the Company and all of
its U.S. subsidiaries (collectively, the "Debtors") filed voluntary
petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code
(the "Bankruptcy Code") in the U.S. Bankruptcy Court for the Southern
District of Texas (the "Bankruptcy Court") and began operating their
business as debtors-in-possession pursuant to the Bankruptcy Code.
On August 23, 2002 the Company filed a disclosure statement with respect to
the Debtors Plan of reorganization. If a plan of reorganization is not
confirmed, it is uncertain whether the Debtors or the Plan could continue
as a going concern. The Company may discontinue contributions and terminate
the Plan in accordance with its provision and ERISA without any liability
for such discontinuance or termination. It is uncertain what effect these
matters may have on the Plan. These uncertainties raise substantial doubt
about the Company's and the Plan's ability to continue as a going concern.
The accompanying financial statements do not include any adjustments that
may result from the resolution of these uncertainties. However,
management of the Plan believes such uncertainties should not reduce or
diminish the availability of Plan assets for the benefit of participants.
In accordance with the Plan Document in the event of termination the Plan's
participants should receive all vest account balances.
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 accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and changes
therein. Accrual results could differ from these estimates.
INVESTMENT VALUATION - Investments in the general account are nonfully
benefit responsive and are stated at fair value. Investments in pooled
separate accounts are stated at fair value, as determined by the unit value
reported by Connecticut General Life Insurance Company ("CG Life").
Participant notes receivable are valued at cost which approximates fair
value. The Company Stock is valued at its quoted market price. The Plan
assets include approximately 16,500 shares of the Company stock at December
31, 2001.
Purchases and sales of securities are recorded on a trade-date basis.
Dividends are recorded on the ex-dividend date.
- 5 -
RISK AND UNCERTAINTIES - The Plan provides for investments in various
securities through the investment funds offered to participants, including
but not limited to, foreign and domestic equity securities, bonds and
obligations of the U.S. government, among others. Investment securities,
in general, are exposed to various risks, such as interest rate, credit
and overall market volatility risk. Due to the level of risk associated
with certain investment securities, it is reasonably possible that changes
in the values of investment securities will occur in the near term.
3. INVESTMENTS
Investments that represent 5 percent or more of the Plan's net assets are
separately identified below.
DECEMBER 31,
-----------------------------------
2001 2000
CIGNA Guaranteed Income Fund
interest rates, 5.05%; 5.25% $ 944,419 $ 778,768
CIGNA Fidelity Advisor Equity Growth Fund
units, 2,197; 1,906 181,491 192,466
CIGNA Charter Balanced Fund I*
units, 0; 5,679 213,232
CIGNA S&P 500 Index Fund**
units, 2,130; 3,412 133,638 243,587
CIGNA Lifetime40 Fund
units, 6,413; 30 132,100 669
*Remove from Plan in 2001
**Formerly "CIGNA Charter Large Company Stock Index Fund"
INVESTMENT PERFORMANCE - During the years ended December 31, 2001 and 2000,
the Plan's investments (including interest, dividends, realized gains and
losses on investments bought and sold and unrealized gains and losses on
investments held during the year) (depreciated) appreciated in value as
follows:
DECEMBER 31,
------------------------------------
2001 2000
General Account -
CIGNA Guaranteed Income Fund $ 44,409 $ 35,001
Pooled Separate Accounts:
CIGNA Charter Balanced Fund I (7,032) (7,101)
CIGNA Fidelity Advisor Equity Growth Fund (35,559) (24,270)
CIGNA Global Value/Morgan Stanley* (1,210) 2,148
CIGNA Growth & Income Fund/Multi-Manager (11,842) (4,417)
CIGNA Janus Fund (20,945) (11,847)
CIGNA Large Cap Value Fund/Levin & Co.*** 748
CIGNA Lifetime20 Fund (1,020) (141)
CIGNA Lifetime30 Fund (2,372) (201)
CIGNA Lifetime40 Fund 58 (10)
CIGNA Lifetime50 Fund (1,019) 63
CIGNA Lifetime60 Fund (35) 1
CIGNA Mid-size Blend Fund/Cadence*** (1)
CIGNA Mid-size Growth Fund/Artisan*** 1,949
CIGNA Mid-size Value Fund/Wellington*** 90
CIGNA Neuberger Berman Partners Fund Trust Class** (1,373) 107
CIGNA S&P 500 Index Fund (29,361) (25,234)
CIGNA Small Cap Value Fund/Sterling*** 23
CIGNA Warburg Pincus Emerging Growth Fund (Advisor Shares)** (10,456) (5,270)
---------- ---------
(119,357) (76,172)
Common Stock -
Metals USA Stock (42,509) (6,578)
Participant Notes Receivable 10,848 10,836
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Net decrease $ (106,609) $ (36,913)
========== =========
*Formerly "CIGNA Charter Global Stock Fund"
**Removed from Plan in 2001
***Added to Plan in 2001
- 6 -
4. INVESTMENT CONTRACT
The Plan participates in a contract with CG Life via an investment in the
CIGNA Guaranteed Income Fund. CG Life commingles the assets of the CIGNA
Guaranteed Income Fund with other assets. For the Plan's investment in the
CIGNA Guaranteed Income Fund, the Plan is credited with interest at the
rate specified in the contract which was 5.05% and 5.25% for the years
ended December 31, 2001 and 2000, respectively, net of asset charges. CG
Life prospectively guaranteed the interest rate credited for the CIGNA
Guaranteed Income Fund for six months. As discussed in Note 2, the CIGNA
Guaranteed Income Fund is 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. CG Life 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, who also qualifies as a party-in-interest.
6. PLAN TERMINATION
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 (see Note 1).
7. TAX STATUS
The Plan is a tax-qualified retirement plan under the Internal Revenue Code
(the "Code") Section 401(a), with a qualified cash or deferred arrangement
under Code Section 401(k) ("CODA") and is subject to the provisions of the
Employee Retirement Income Security Act of 1974.
The Plan is an adopted form of the PDS Tax Qualified 401(k) Savings Plan &
Trust Agreements Volume Submitter Plan (the "Volume Submitter Plan"), a
nonstandarized profit sharing plan with CODA. The Volume Submitter Plan
obtained an opinion letter from the IRS dated November 20, 2000, which
stated that the Volume Submitter Plan was in compliance with the applicable
requirements of the Code. The Company is in the process of applying for a
determination letter covering the adoption agreement of the Volume
Submitter Plan. The Company believes that the Plan is currently being
administered in compliance with the applicable requirements of the Code.
Therefore, no provision for income taxes has been including in the Plan's
financial statements.
Management has determined that certain nonexempt transactions occurred
during 2001 and 2000. These transactions involved the unintentional
submission of employee contributions, loan principal and interest
repayments to the Plan later than the fifteenth business day of the month
following the month in which amounts were withheld from compensation. The
Schedule of Nonexempt Transactions, which is attached as supplemental
information to these financial statements, provides a listing of the
employee contributions, loan principal and interest repayments that were
not remitted to the plan trustee within the prescribed time period. The
amount of employee contributions, loan principal and interest repayments
that were not made on a timely basis aggregated approximately 13% and 16%
of the total amount of all employee contributions for 2001 and 2000,
respectively. The Company will incur a penalty as a result of these late
contributions. In addition, similar nonexempt transactions occurred
subsequent to December 31, 2001. Management is pursuing the necessary
corrective actions to ensure the continued tax-exempt status of the Plan,
and does not believe the late filing issues disclosed herein will
adversely affect the tax-exempt status of the Plan.
- 7 -
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 Form 5500 differ from those included in these financial statements.
The ending net asset balances are reconciled as follows:
DECEMBER 31,
-------------------------------------
2001 2000
Net assets, reflected on Form 5500 $ 1,790,032 $ 1,871,738
Add:
Employer contributions receivable 1,463 20,312
Employee contributions receivable 13,703 21,178
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Net assets, reflected in the financial statements $ 1,805,198 $ 1,913,228
=========== ===========
2001
Contributions per the financial statements $ 272,173
Less: Contributions receivable, December 31, 2001 (15,166)
Add: Contributions receivable, December 31, 2000 41,490
-----------
Contributions per Form 5500 $ 298,497
===========
9. TRANSFER FROM AFFILIATED PLAN
During 2000, assets from the Metals USA, Inc. 401(k) Plan and Williams
Steel & Supply Co., Inc. Savings and Retirement Plan, affiliated plans,
were transferred to the Plan and participants became eligible to
participate in the Plan subject to the provisions of the plan agreement.
10. TRANSFER TO AFFILIATED PLAN
During 2001 and 2000, certain employees and their participant balances were
transferred from the Plan to the Metals USA, Inc. 401(k) Plan, an
affiliated plan.
11. FORFEITURES
Forfeitures result from nonvested company contributions 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. In 2000 company cash contributions
were offset by $365 from forfeited nonvested accounts. There was no
forfeiture reserve balance at December 31, 2000 and no forfeitures were
generated in 2001.
******
- 8 -
METALS USA, INC.
UNION 401(k) PLAN
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR),
DECEMBER 31, 2001
(a) (b) (c) (d) (e)
DESCRIPTION OF
INVESTMENT, INCLUDING
IDENTITY OF ISSUE, MATURITY DATE, RATE
BORROWER, LESSOR OR OF INTEREST, COLLATERAL, CURRENT
SIMILAR PARTY PAR OR MATURITY VALUE COST VALUE
* Connecticut General Life
Insurance Company CIGNA Guaranteed Income Fund N/A** $ 944,419
* Connecticut General Life CIGNA Global Value Fund/Morgan
Insurance Company Stanley N/A** 11,367
* Connecticut General Life CIGNA Growth & Income Fund/
Insurance Company Multi-Manager N/A** 72,317
* Connecticut General Life
Insurance Company CIGNA S&P 500 Index Fund N/A** 133,638
* Connecticut General Life CIGNA Fidelity Advisor Equity Growth
Insurance Company Fund N/A** 181,491
* Connecticut General Life
Insurance Company CIGNA Janus Fund N/A** 73,308
* Connecticut General Life
Insurance Company CIGNA Lifetime20 Fund N/A** 16,494
* Connecticut General Life
Insurance Company CIGNA Lifetime30 Fund N/A** 29,935
* Connecticut General Life
Insurance Company CIGNA Lifetime40 Fund N/A** 132,100
* Connecticut General Life
Insurance Company CIGNA Lifetime50 Fund N/A** 29,021
(Continued)
- 9 -
METALS USA, INC.
UNION 401(k) PLAN
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR),
DECEMBER 31, 2001
(a) (b) (c) (d) (e)
DESCRIPTION OF
INVESTMENT, INCLUDING
IDENTITY OF ISSUE, MATURITY DATE, RATE
BORROWER, LESSOR OR OF INTEREST, COLLATERAL, CURRENT
SIMILAR PARTY PAR OR MATURITY VALUE COST VALUE
* Connecticut General Life CIGNA Large Cap Value Fund/
Insurance Company Levin & Co. N/A** $ 24,601
* Connecticut General Life
Insurance Company CIGNA Mid-size Value Fund/Wellington N/A** 2,882
* Connecticut General Life
Insurance Company CIGNA Mid-size Blend Fund/Cadence N/A** 2,801
* Connecticut General Life
Insurance Company CIGNA Mid-size Growth Fund/Artisan N/A** 31,364
* Connecticut General Life
Insurance Company CIGNA Small Cap Value Fund/Sterling N/A** 845
* National Financial
Services Corporation Metal USA, Inc. Common Stock N/A** 990
* Plan Participants Participant Note Receivable
bearing interest at 6% to 10.5% N/A** 102,459
*Indicates an identified person known to be a party-in-interest to the Plan.
**Cost information has been omitted for participant directed investments.
(Concluded)
- 10 -
METALS USA, INC.
UNION 401(k) PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR),
DECEMBER 31, 2000
(a) (b) (c) (d) (e)
DESCRIPTION OF
INVESTMENT, INCLUDING
IDENTITY OF ISSUE, MATURITY DATE, RATE
BORROWER, LESSOR OR OF INTEREST, COLLATERAL, CURRENT
SIMILAR PARTY PAR OR MATURITY VALUE COST VALUE
* Connecticut General Life
Insurance Company*** CIGNA Charter Guaranteed Income Fund N/A** $ 778,678
* Connecticut General Life
Insurance Company*** CIGNA Charter Balanced Fund I N/A** 213,232
* Connecticut General Life
Insurance Company*** CIGNA Charter Global Stock Fund N/A** 20,106
* Connecticut General Life
Insurance Company*** CIGNA Charter Growth & Income Fund N/A** 83,346
* Connecticut General Life CIGNA Charter Large Company Stock
Insurance Company*** Index Fund N/A** 243,587
* Connecticut General Life CIGNA Fidelity Advisor Equity Growth
Insurance Company*** Fund N/A** 192,466
* Connecticut General Life
Insurance Company*** CIGNA Janus Fund N/A** 63,133
* Connecticut General Life
Insurance Company*** CIGNA Lifetime20 Fund N/A** 10,390
* Connecticut General Life
Insurance Company*** CIGNA Lifetime30 Fund N/A** 28,979
* Connecticut General Life
Insurance Company*** CIGNA Lifetime40 Fund N/A** 668
* Connecticut General Life
Insurance Company*** CIGNA Lifetime50 Fund N/A** 31,112
(Continued)
- 11 -
METALS USA, INC.
UNION 401(k) PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR),
DECEMBER 31, 2000
(a) (b) (c) (d) (e)
DESCRIPTION OF
INVESTMENT, INCLUDING
IDENTITY OF ISSUE, MATURITY DATE, RATE
BORROWER, LESSOR OR OF INTEREST, COLLATERAL, CURRENT
SIMILAR PARTY PAR OR MATURITY VALUE COST VALUE
* Connecticut General Life
Insurance Company*** CIGNA Lifetime60 Fund N/A** $ 127
* Connecticut General Life CIGNA Neuberger Berman Partners
Insurance Company*** Fund Trust Class N/A** 17,905
* Connecticut General Life CIGNA Warburg Pincus Emerging
Insurance Company*** Growth Fund (Advisor Shares) N/A** 35,651
* National Financial
Services Corporation Metals USA Stock N/A** 9,601
* Plan Participants *** Participant Notes Receivable N/A** 142,667
* Indicates an identified person known to be a party-in-interest to the Plan.
** Cost information has been omitted for participant directed investments.
*** This information was derived from data certified by CG Life.
(Concluded)
- 12 -
METALS USA, INC.
UNION 401(k) PLAN
SCHEDULE OF NONEXEMPT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2001
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
DESCRIPTION OF
RELATIONSHIP TRANSACTIONS EXPENSES NET GAIN
TO PLAN, INCLUDING MATURITY INCURRED IN OR
IDENTITY OF EMPLOYER, OR DATE, RATE OF CONNECTION CURRENT (LOSS)
PARTY OTHER PARTY- INTEREST, COLLATERAL, PURCHASE SELLING LEASE WITH COST OF VALUE ON EACH
INVOLVED IN-INTEREST PAR OR MATURITY VALUE PRICE PRICE RENTAL TRANSACTION ASSET OF ASSET TRANSACTION
Metals USA, Inc. Employer Failure to remit $ 2,631 N/A N/A N/A $ 2,631 $ 2,631 -*
January 2001
employee
contributions,
loan principal and
interest repayments
to the trust on a
timely basis
Metals USA, Inc. Employer Failure to remit 2,538 N/A N/A N/A 2,538 2,538 -*
February 2001
employee
contributions,
loan principal and
interest repayments
to the trust on a
timely basis
Metals USA, Inc. Employer Failure to remit 2,502 N/A N/A N/A 2,502 2,502 -*
August 2001
employee
contributions,
loan principal and
interest
repayments to the
trust on a timely
basis
Metals USA, Inc. Employer Failure to remit 1,780 N/A N/A N/A 1,780 1,780 -*
September 2001
employee
contributions,
loan principal and
interest repayments
to the trust
on a timely basis
Metals USA, Inc. Employer Failure to remit 18,790 N/A N/A N/A 18,790 18,790 -*
October 2001
employee
contributions,
loan principal and
interest repayments
to the trust
on a timely basis
* Department of Labor Reg. 2510.3-102 requires that employee contributions,
loan principal and interest repayments 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, loan
principal and interest repayments into the Plan on a timely basis is
considered a nonexempt transaction with a party-in-interest.
- 13 -
METALS USA, INC.
UNION 401(k) PLAN
SCHEDULE OF NONEXEMPT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2000
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
DESCRIPTION OF
RELATIONSHIP TRANSACTIONS EXPENSES NET GAIN
TO PLAN, INCLUDING MATURITY INCURRED IN OR
IDENTITY OF EMPLOYER, OR DATE, RATE OF CONNECTION CURRENT (LOSS)
PARTY OTHER PARTY- INTEREST, COLLATERAL, PURCHASE SELLING LEASE WITH COST OF VALUE ON EACH
INVOLVED IN-INTEREST PAR OR MATURITY VALUE PRICE PRICE RENTAL TRANSACTION ASSET OF ASSET TRANSACTION
Company Employer Failure to remit $ 4,528 N/A N/A N/A $ 4,528 $ 4,528 -*
employee
contributions, loan
principal and
interest repayments
to the trust on a
timely basis
Company Employer Failure to remit 4,744 N/A N/A N/A 4,744 4,744 -*
employee
contributions, loan
principal
and interest
repayments to
the trust on a
timely basis
Company Employer Failure to remit 11,410 N/A N/A N/A 11,410 11,410 -*
employee
contributions, loan
principal and
interest repayments
to the trust on a
timely basis
Company Employer Failure to remit 4,948 N/A N/A N/A 4,948 4,948 -*
employee
contributions, loan
principal and
interest repayments
to the trust on a
timely basis
Company Employer Failure to remit 3,399 N/A N/A N/A 3,399 3,399 -*
employee
contributions, loan
principal and
interest repayments
to the trust on a
timely basis
Company Employer Failure to remit 2,748 N/A N/A N/A 2,748 2,748 -*
employee
contributions, loan
principal and
interest repayments
to the trust on a
timely basis
Company Employer Failure to remit 3,004 N/A N/A N/A 3,004 3,004 -*
employee
contributions, loan
principal and
interest repayments
to the trust on a
timely basis
Company Employer Failure to remit 2,624 N/A N/A N/A 2,624 2,624 -*
employee
contributions, loan
principal and
interest repayments
to the trust on a
timely basis
* Department of Labor Reg. 2510.3-102 requires that employee contributions,
loan principal and interest repayments 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, loan
principal and interest repayments into the Plan on a timely basis is
considered a nonexempt transaction with a party-in-interest.
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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. UNION 401(k) PLAN
November 19, 2002 By: /S/ TERRY L. FREEMAN
------------------------
Terry L. Freeman
Senior Vice President and
Chief Accounting Officer
- 15 -
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
4 Plan Agreement for the Metals USA, Inc.
Union 401(k) Plan
23 Consent of Deloitte & Touche LLP
- 16 -