SOLICITING MATERIALS - TALKING POINTS REGARDING WARRANTS, OPTIONS AND RIGHTS TO
RECEIVE DEFERRED SHARES OF THE COMPANY; WEBSITE POSTING
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant |X| Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|X| Soliciting Material Pursuant to 14a-12
Metals USA, Inc.
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1. Amount Previously Paid:
2. Form Schedule or Registration Statement No.:
3. Filing Party:
4. Date Filed:
THIS FILING CONSISTS OF THE COMPANY'S TALKING POINTS FOR COMMUNICATIONS WITH ITS
HOLDERS OF WARRANTS, OPTIONS AND RIGHTS TO RECEIVE DEFERRED SHARES OF THE
COMPANY IN CONNECTION WITH THE PROPOSED MERGER AND IS ALSO POSTED ON THE
COMPANY'S WEBSITE at www.metalsusa.com.
Q: What if I hold warrants to acquire Metals USA shares?
A: From and after the effective time of the merger, all of your outstanding
warrants to acquire Metals USA common stock will represent the right to receive
(upon your surrender of the warrant and the payment to the surviving corporation
of the exercise price thereunder) a cash payment, without interest, equal to
$22.00 for each share of Metals USA common stock underlying your warrants. If
there are any warrants that have not been exercised prior to the effective time
of the merger then, on the effective time, we will deliver notice to the warrant
agent and the holders of unexercised warrants notifying them that we have
elected to accelerate the expiration of the warrants to the 60th day following
the effective time. If you have not exercised your warrant prior to the
effective time of the merger but you exercise it prior to the 60th day following
the merger, you will be entitled to receive (upon your surrender of the warrant
and the payment to the surviving corporation of the exercise price thereunder)
the cash payment referenced above. Any warrant that remains unexercised for more
than 60 days following the expiration acceleration notice will expire.
Q: What if I hold options under the Company's 2002 Long-Term Incentive Plan or
otherwise?
A: If, immediately prior to the effective time of the merger, you hold options
to acquire Metals USA shares under the Company's 2002 Long-Term Incentive Plan
or otherwise, all of your outstanding options (whether vested or unvested)
(other than options held by certain executive officers and other members of
senior management who may be required to convert their options into the right to
purchase the stock of either the acquiror or the surviving corporation) will be
cancelled at the effective time of the merger and you will be entitled to
receive a cash payment equal to the amount by which $22.00 exceeds the exercise
price for each share of Metals USA common stock underlying your options, less
applicable withholding taxes.
Q: What if I have the right to receive additional Metals USA shares under the
2002 Long-Term Incentive Plan or otherwise?
A: If, immediately prior to the effective time of the merger, you have the right
to receive additional Metals USA shares under the 2002 Long-Term Incentive Plan
or otherwise, then on the effective time of the merger, all restrictions on the
delivery and issuance of such shares will lapse and such shares will be fully
vested. On the effective time of the merger, your right to receive such shares
shall be cancelled and you will be entitled to receive $22.00 in cash (less
applicable withholding taxes), without interest, for each share of our common
stock that you have the right to receive under the 2002 Long-Term Incentive Plan
or otherwise.
About the Transaction
In connection with the proposed merger, Metals USA will file a proxy statement
with the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE
ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free
copy of the proxy statement (when available) and other documents filed by Metals
USA at the Securities and Exchange Commission's website at http://www.sec.gov.
The proxy statement and such other documents may also be obtained for free from
Metals USA's website at www.metalsusa.com under the Investor Relations Tab or by
directing such request to Metals USA, Attention: Investor Relations, One
Riverway, Suite 1100, Houston, Texas 77056.
Metals USA and certain of its directors, executive officers and other members of
its management and employees may be deemed to be participants in the
solicitation of proxies from its stockholders in connection with the proposed
merger. Information concerning the interests of Metals USA's participants in the
solicitation will be set forth in the proxy statement relating to the merger
when it becomes available.