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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
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. 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. 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 INDEPENDENT AUDITORS' REPORT
METALS USA, INC. 401(k) PLAN
TABLE OF CONTENTS
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PAGE
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000:
Statements of Net Assets Available for Benefits 3
Statements of Changes in Net Assets Available for Benefits 4
Notes to Financial Statements 5
SUPPLEMENTAL SCHEDULES*:
Schedule H, Line 4i - Schedule of Assets (Held at End of Year), December 31, 2001 12
Schedule H, Line 4j - Schedule of Nonexempt Transactions for the Year Ended
December 31, 2001 13
OTHER:
Signatures 14
Index to Exhibits 15
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 have been omitted because
they are not applicable.
INDEPENDENT AUDITORS' REPORT
To the Trustees and Participants of
Metals USA, Inc. 401(k) Plan
Houston, Texas
We have audited the accompanying statement of net assets available for benefits
of Metals USA, Inc. 401(k) Plan (the "Plan") as of December 31, 2001, and the
related statement of changes in net assets available for benefits for the year
then ended. 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 audit. The financial statements of the Plan for the year
ended December 31, 2000 were audited by other auditors whose report, dated June
15, 2001, expressed an unqualified opinion on those statements and included
explanatory paragraphs related to certain nonexempt transactions during 2000 and
the merger of the Plan with certain other qualified plans of companies acquired
by Metal's USA, Inc. during 2000.
We conducted our audit 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 statement presentation. We believe that our audit provides 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 the
changes in net assets available for benefits for the year then ended in
conformity with accounting principles generally accepted in the United States of
America.
As discussed in Note 7, certain nonexempt transactions occurred during 2001 and
2000.
Our audit was 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 audit 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.
-1-
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 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
-2-
METALS USA, INC. 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 2001 AND 2000
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2001 2000
ASSETS:
Investments, at fair value $74,677,382 $91,162,232
Receivables:
Employer contributions 304 481,818
Employee contributions 423,719 593,837
Participant notes 2,591,112 2,962,390
Other 3,538 4,977
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Total receivables 3,018,673 4,043,022
----------- -----------
Net assets available for benefits $77,696,055 $95,205,254
=========== ===========
The accompanying notes are an integral part of these financial statements.
-3-
METALS USA, INC. 401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
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2001 2000
ADDITIONS (DEDUCTIONS) TO NET ASSETS
ATTRIBUTED TO:
Investment income (loss):
Interest $ 1,268,325 $ 1,168,268
Dividends 129,032 132,253
Net depreciation in fair value of investments (16,569,918) (14,542,268)
-------------- --------------
Total investment loss (15,172,561) (13,241,747)
-------------- --------------
Contributions:
Employer 2,330,156 2,887,029
Employee 6,494,504 8,714,149
-------------- --------------
Total contributions 8,824,660 11,601,178
Transfer from affiliated plan 55,473 310,966
-------------- --------------
Total deductions (6,292,428) (1,329,603)
-------------- --------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefit payments 10,842,415 10,931,031
Administrative expense 77,887 85,646
Participant notes receivable terminated due to withdrawal
of participant 376,160 260,601
Transfer to affiliated plan 9,039
-------------- --------------
Total deductions 11,296,462 11,286,317
-------------- --------------
NET DECREASE PRIOR TO PLAN MERGER (17,588,890) (12,615,920)
TRANSFER OF ASSETS DUE TO PLAN MERGER 79,691 5,461,686
-------------- --------------
NET DECREASE (17,509,199) (7,154,234)
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING
OF YEAR 95,205,254 102,359,488
-------------- --------------
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $ 77,696,055 $ 95,205,254
============== ==============
The accompanying notes are an integral part of these financial statements.
-4-
METALS USA, INC. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
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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 which was amended and restated in its entirety and was
effective as of January 1, 2000. 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, nonunion 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, 20 pooled separate accounts, a
guaranteed investment contract and 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 may make a qualified 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. Qualified matching
contributions are recorded monthly. The Company may also make
discretionary qualified nonelective and profit sharing contributions.
Discretionary qualified nonelective and profit sharing contributions, if
any, are recorded when received. For the year ended December 31, 2001
discretionary qualified nonelective and profit sharing contributions were
$397,091 and $213,890, respectively. Effective October 1, 2001 the
Company discontinued their matching contribution until further notice.
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 and qualified nonelective and profit sharing contributions
plus earnings thereon. Vesting in the Company's contribution portion of
their accounts 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.
-5-
BENEFIT PAYMENTS - 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 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 (6% to 11.5%
and 6.75% to 11.58% for the years ended December 31, 2001 and 2000,
respectively).
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 2001 and 2000. 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.
ADMINISTRATIVE EXPENSES - The expenses of administration of the Plan,
including the expenses of the Administrator and fees of the Trustee, shall
be paid by 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 of 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 continuance 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
terimination the Plan's participants should receive all vested 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 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 these estimates.
INVESTMENT VALUATION - Investments in the general account and the
guaranteed investment contract are non-fully benefit responsive and are
stated at fair value. The term "non-fully benefit responsive" generally
relates to investments that have or could have possible conditions,
limitations or restrictions on participant initiated transactions.
Investments in pooled separate accounts are stated at fair value, as
-6-
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 had 2,427,652 shares of 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.
RISKS 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 five 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% $21,870,613 $18,784,207
CIGNA Fidelity Advisor Equity Growth Fund
units, 167,651; 184,852 13,850,205 18,668,249
CIGNA Janus Account units, 184,552; 193,683 8,019,322 11,682,563
CIGNA Growth & Income Fund/Multi-Manager
units, 220,692; 235,176 6,611,142 8,113,557
CIGNA Lifetime40 Fund units, 290,906; 249,978 5,992,036 5,527,023
CIGNA S&P Index Fund units, 70,008; 65,145* 4,392,719 4,651,597
* formerly "CIGNA Charter Large Company Stock Index Fund"
-7-
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 Charter Guaranteed Income Fund $ 1,099,906 $ 969,275
Guaranteed Investment Contract - ONLIC Fixed
Accumulation Account 135,888 122,812
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Total 1,235,794 1,092,087
Pooled Separate Accounts:
CIGNA S&P 500 Index Fund (567,258) (483,267)
CIGNA Growth & Income Fund/Multi-Manager (1,077,942) (424,350)
CIGNA Global Value/Morgan Stanley (216,555) 296,796
CIGNA Fidelity Advisor Equity Growth Fund (3,429,979) (2,521,418)
CIGNA Warburg Pincus Emerging Growth Fund
(Advisor Shares)** (1,407,563) (923,931)
CIGNA Balanced I/Wellington Management (89,956) (121,879)
CIGNA Janus Account (3,252,833) (2,201,786)
CIGNA Neuberger Berman Partners Trust** (75,014) 5,532
CIGNA Lifetime20 Fund (66,748) (10,676)
CIGNA Lifetime30 Fund (44,398) (7,477)
CIGNA Lifetime40 Fund (336,561) (47,324)
CIGNA Lifetime50 Fund (50,713) 1,444
CIGNA Lifetime60 Fund 542 12,045
CIGNA Large Cap Value Fund/Levin & Co.*** 35,242
CIGNA Mid-size Value Fund/Wellington*** (7,838)
CIGNA Mid-size Blend Fund/Cadence*** (3,547)
CIGNA Mid-size Growth Fund/Artisan*** 149,300
CIGNA Small Cap Value Fund/Sterling*** (3,559)
CIGNA Small Cap Growth Fund/Times Square*** 5,131
CIGNA American Century International Growth Fund*** (1,743)
------------ ------------
Total (10,441,992) (6,426,291)
Common Stock - Metals USA, Inc. Stock (6,197,413) (8,138,797)
Participant Notes Receivable 231,050 231,254
------------ ------------
Net decrease $(15,172,561) $(13,241,747)
============ ============
*Formerly "CIGNA Charter Global Stock Fund"
**Removed from plan in 2001
***Added to plan in 2001
4. INVESTMENT CONTRACTS WITH INSURANCE COMPANIES
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 rates credited for
-8-
the CIGNA Charter 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 5.25% and 6.50% for the years
ended December 31, 2001 and 2000, respectively, net of asset charges. As
discussed in Note 2, the CIGNA 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 subsidiary of CIGNA. 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 common stock of Metals USA, Inc., the
plan sponsor, which 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
non-standardized 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 included in the
Plan's financial statements.
Management has determined that nonexempt transactions occurred during 2001
and 2000. These transactions involved the unintentional submission of
employee contributions and/or loan repayments and interest to the Plan
later than the 15th business day of the month following the month of being
withheld from compensation. The Schedule of Nonexempt Transactions, which
is attached as supplemental information to these financial statements,
provides a summary by month of the aggregate employee contributions that
were not remitted to the plan trustee within the prescribed time period.
The amount of employee contributions that were not made on a timely basis
aggregated approximately 24% of the total amount of all employee
contributions. 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-qualified status of the
Plan, and does not believe the late filing issues disclosed herein will
adversely affect the tax-exempt status of the Plan.
-9-
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 the Form 5500 differ from those included in these financial
statements. The ending net asset and contributions balances are reconciled
as follows:
DECEMBER 31,
--------------------------------------
2001 2000
Net assets, reflected on Form 5500 $77,273,473 $94,129,599
Add:
Employer contributions receivable 304 481,818
Employee contributions receivable 423,719 593,837
Less: Other 1,441
----------- ===========
Net assets, reflected in the financial statements $77,696,055 $95,205,254
=========== ===========
2001
Contributions per the financial statements $8,824,660
Less: Contributions receivable, 2001 (424,023)
Add: Contributions receivable, 2000 1,075,655
Add: Forfeitures applied against company contributions 26,984
Less: Other (6,553)
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Total $9,496,723
==========
9. PLAN MERGERS
During 2000, the Company made a significant number of acquisitions and
assets of several plans were merged into the Plan. Affected participants
became eligible to participate in the Plan subject to the provisions of
the plan agreement.
10. TRANSFER FROM AFFILIATED PLAN
During 2001 and 2000, certain employees and their participant balances
were transferred from an affiliated plan to the 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. The forfeiture reserve of $1,697
at December 31, 2001, 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 2001 and 2000, company cash contributions were
offset by $ 26,984 and $471,627, respectively, from forfeited nonvested
accounts. There was no forfeiture reserve balance at December 31, 2000.
-10-
12. SUBSEQUENT EVENTS
As of January 1, 2002, the plan agreement was amended to increase
participants' maximum contribution to 25 percent of their compensation.
******
-11-
METALS USA, INC. 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, BORROWER, MATURITY DATE, RATE OF INTEREST, CURRENT
LESSOR, OR SIMILAR PARTY COLLATERAL, PAR OR MATURITY VALUE COST VALUE
* Connecticut General Life Insurance
Company CIGNA Guaranteed Income Fund N/A** $21,870,613
* Connecticut General Life Insurance
Company CIGNA S&P 500 Index Fund N/A** 4,392,719
* Connecticut General Life Insurance
Company CIGNA Growth & Income Fund/Multi-Manager N/A** 6,611,142
* Connecticut General Life Insurance
Company CIGNA Global Value/Morgan Stanley N/A** 2,446,899
* Connecticut General Life Insurance
Company CIGNA Fidelity Advisor Equity Growth Fund N/A** 13,850,205
* Connecticut General Life Insurance
Company CIGNA Janus Account N/A** 8,019,322
* Connecticut General Life Insurance
Company CIGNA Lifetime20 Fund N/A** 778,028
* Connecticut General Life Insurance
Company CIGNA Lifetime30 Fund N/A** 1,355,704
* Connecticut General Life Insurance
Company CIGNA Lifetime40 Fund N/A** 5,992,036
* Connecticut General Life Insurance
Company CIGNA Lifetime50 Fund N/A** 1,144,759
* Connecticut General Life Insurance
Company CIGNA Lifetime60 Fund N/A** 536,278
* Connecticut General Life Insurance
Company CIGNA Large Cap Value Fund/Levin & Co. N/A** 1,265,533
* Connecticut General Life Insurance
Company CIGNA Mid-size Value Fund/Wellington N/A** 264,086
* Connecticut General Life Insurance
Company CIGNA Mid-size Blend Fund/Cadence N/A** 153,160
* Connecticut General Life Insurance
Company CIGNA Mid-size Growth Fund/Artisan N/A** 2,764,299
* Connecticut General Life Insurance
Company CIGNA Small Cap Value Fund/Sterling N/A** 411,506
* Connecticut General Life Insurance
Company CIGNA Small Cap Growth Fund/Times Square N/A** 189,723
* Connecticut General Life Insurance
Company CIGNA American Century International
Growth Fund N/A** 62,635
* National Financial Services
Corporation Metals USA, Inc. Common Stock N/A** 144,710
* Connecticut General Life Insurance
Company CIGNA Guaranteed Income Fund N/A** 973,737
* Ohio National Life Insurance Company ONLIC Fixed Accumulation Account N/A** 1,450,288
* Plan Participants Participant Notes Receivable bearing
interest at 6% to 11.5%
N/A** 2,591,112
* Indicates an identified person known to be a party-in-interest to the Plan.
** Cost information has been omitted for participant directed investments.
-12-
METALS USA, INC. 401(k) PLAN
SCHEDULE H, LINE 4j - SCHEDULE OF NONEXEMPT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2001
--------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
DESCRIPTION OF
TRANSACTIONS
INCLUDING MATURITY
RELATIONSHIP DATE, RATE OF EXPENSES NET GAIN
TO PLAN, INTEREST, INCURRED IN OR
IDENTITY OF EMPLOYER, OR COLLATERAL, CONNECTION CURRENT (LOSS)
PARTY OTHER PARTY- PAR OR MATURITY PURCHASE SELLING LEASE WITH COST OF VALUE ON EACH
INVOLVED IN-INTEREST VALUE PRICE PRICE RENTAL TRANSACTION ASSET OF ASSET TRANSACTION
Metals USA, Employer Failure to remit $126,472 N/A N/A N/A $126,472 $126,472 -*
Inc. January
2001 employee
contributions to
the trust
on a timely basis
Metals USA, Employer Failure to remit 117,371 N/A N/A N/A 117,371 117,371 -*
Inc. February
2001 employee
contributions to
the trust
on a timely basis
Metals USA, Employer Failure to remit 353,349 N/A N/A N/A 353,349 353,349 -*
Inc. March
2001 employee
contributions to
the trust
on a timely basis
Metals USA, Employer Failure to remit 12,933 N/A N/A N/A 12,933 12,933 -*
Inc. April
2001 employee
contributions to
the trust
on a timely basis
Metals USA, Employer Failure to remit 15,104 N/A N/A N/A 15,104 15,104 -*
May 2001
Inc. employee
contributions to
the trust on a
timely basis
Metals USA, Employer Failure to remit 115,892 N/A N/A N/A 115,892 115,892 -*
July 2001
Inc. employee
contributions to
the trust on a
timely basis
Metals USA, Employer Failure to remit 160,212 N/A N/A N/A 160,212 160,212 -*
Inc. August
2001 employee
contributions to
the trust
on a timely basis
Metals USA, Employer Failure to remit 130,481 N/A N/A N/A 130,481 130,481 -*
September 2001
Inc. employee
contributions to
the trust
on a timely basis
Metals USA, Employer Failure to remit 36,976 N/A N/A N/A 36,976 36,976 -*
Inc. October
2001 employee
contributions to
the trust
on a timely basis
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.
* Amounts represent an accumulation of monthly payroll contributions which were
remitted late.
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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. 401(k) PLAN
November 19, 2002 By: /S/ TERRY L. FREEMAN
-------------------------------
Terry L. Freeman
Senior Vice President and
Chief Accounting Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
4 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.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of PricewaterhouseCoopers LLP
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