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:
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2. Aggregate number of securities to which transaction applies:
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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):
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4. Proposed maximum aggregate value of transaction:
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5. Total fee paid:
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[ ] 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:
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2. Form Schedule or Registration Statement No.:
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3. Filing Party:
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4. Date Filed:
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WEBSITE POSTING AT www.metals.com
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Each Metals USA warrant represents the right to acquire one share of Metals
USA's common stock for $18.50 per share. If any warrants remain unexercised as
of the effective time of the merger, then as of the effective time, warrant
holders will be sent a notice giving them 60 days to exercise their warrant(s)
by submitting to the Company or its agent: (1) their warrant certificate(s) and
(2) $18.50 per warrant. Upon the proper exercise of the warrant before the 60th
day following the giving of such notice, such warrant holder will receive $22.00
per properly exercised warrant. Under these assumptions, the gross value (not
including applicable withholding taxes) of each warrant would be $3.50 per
warrant (i.e. $22.00 (received) less $18.50 (paid) equals $3.50).
The warrants continue to trade on the NASDAQ and will continue to trade until
the effective time of the merger. You also have the option of exercising your
warrant(s) in accordance with the terms of the warrant agreement at any time
before the effective time of the merger and having Metals USA common stock
issued to you.
IMPORTANT NOTE: FAILURE TO PROPERLY EXERCISE THE METALS USA WARRANT WITHIN THE
60TH DAY FOLLOWING DELIVERY OF SUCH NOTICE WILL RESULT IN THE EXPIRATION OF THE
WARRANTS. ONCE EXPIRED, THE WARRANTS WILL HAVE NO VALUE.
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.