-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JcFkuYkSKbujEXqBBhzSDC0m7q5WD0MI/S6T64fLjHaeAoXWjFlQYeq+Rlr0jaLg 8tsFfsEZxYcYwX0QilLPkQ== 0001157523-06-001109.txt : 20060203 0001157523-06-001109.hdr.sgml : 20060203 20060203135357 ACCESSION NUMBER: 0001157523-06-001109 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060202 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060203 DATE AS OF CHANGE: 20060203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RELIANCE STEEL & ALUMINUM CO CENTRAL INDEX KEY: 0000861884 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-METALS SERVICE CENTERS & OFFICES [5051] IRS NUMBER: 951142616 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13122 FILM NUMBER: 06576944 BUSINESS ADDRESS: STREET 1: 350 S GRAND AVE STE 5100 CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2136877700 MAIL ADDRESS: STREET 1: 350 S GRAND AVE STE 5100 CITY: LOS ANGELES STATE: CA ZIP: 90071 8-K 1 a5071491.txt RELIANCE STEEL & ALUMINUM CO. 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ----------------- Date of Report (Date of earliest event reported): February 2, 2006 ----------------- RELIANCE STEEL & ALUMINUM CO. (Exact name of registrant as specified in its charter) California 001-13122 95-1142616 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification Number) 350 S. Grand Ave., Suite 5100 Los Angeles, CA 90071 (Address of principal executive offices) (213) 687-7700 (Registrant's telephone number, including area code) Not applicable. (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |X| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ Item 1.01. Entry into a Material Definitive Agreement The Company issued the press release described in Item 2.02 below which may be deemed to be communication in connection with the proposed acquisition/merger of Earle M. Jorgensen Company that was previously disclosed. The disclosure under Item 2.02 is hereby incorporated herein by reference. Item 2.02. Results of Operations and Financial Condition. On February 2, 2006, the Company issued a press release updating its guidance regarding the Company's earnings estimates for the quarter ended December 31, 2005. Attached hereto as Exhibit 99.1 is a copy of the Company's press release dated February 2, 2006 updating the Company's guidance regarding its financial results for this period. The information contained in this report and the exhibit hereto shall be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, as shall be expressly set forth by specific reference in such a filing. Item 9.01. Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired. ------------------------------------------- Not Applicable. (b) Pro Forma Financial Information. -------------------------------- Not Applicable. (c) Exhibits. --------- Exhibit No. Description ---------------- ----------------------------------------------- 99.1 Press Release dated February 2, 2006 (included herewith). 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. RELIANCE STEEL & ALUMINUM CO. Dated: February 3, 2006 By /s/ Karla Lewis ------------------------------------- Karla Lewis Executive Vice President and Chief Financial Officer RELIANCE STEEL & ALUMINUM CO. FORM 8-K INDEX TO EXHIBITS ----------------- Exhibit No. Description - ------------ ------------------------------------------------------------------- 99.1 Press Release dated February 2, 2006 (included herewith). EX-99.1 2 a5071491ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 Reliance Steel & Aluminum Co. Updates Fiscal 2005 Fourth Quarter Outlook LOS ANGELES--(BUSINESS WIRE)--Feb. 2, 2006--Reliance Steel & Aluminum Co. (NYSE:RS) announced today that it is updating its guidance regarding the Company's earnings estimates for the fourth quarter ended December 31, 2005. At this time, Reliance expects earnings to be in the range of $1.75 to $1.80 per diluted share. The current Wall Street analysts' earnings estimates for the Company's 2005 fourth quarter range from $1.16 to $1.22 per diluted share. Reliance reported earnings of $1.31 per diluted share for the three-month period ended December 31, 2004 and $1.49 per diluted share for the third quarter ended September 30, 2005. Reliance's Chief Executive Officer, David H. Hannah, said, "In our October 20, 2005 third quarter and nine-months financial results press release we included an estimate for our 2005 fourth quarter earnings of $1.10 to $1.20 per diluted share. We did not expect any significant changes in either pricing or demand in the fourth quarter, other than the normal seasonal slowdown. However, we did experience both improved pricing levels and stronger demand than we anticipated. As a result, we have updated our earnings guidance to reflect our current expectations." The Company will announce its financial results for the three and twelve-months ended December 31, 2005 on Thursday, February 16, 2006 prior to the opening of the New York Stock Exchange and will host a conference call web cast that same day at 11:00 am Eastern Time at: www.rsac.com/investorinformation. Reliance Steel & Aluminum Co., headquartered in Los Angeles, California, is one of the largest metals service center companies in the United States. Through a network of more than 100 locations in 32 states and Belgium and South Korea, the Company provides value-added metals processing services and distributes a full line of over 90,000 metal products. These products include galvanized, hot-rolled and cold-finished steel; stainless steel; aluminum; brass; copper; titanium and alloy steel sold to more than 95,000 customers in various industries. Reliance Steel & Aluminum Co.'s press releases and additional information are available on the Company's web site at www.rsac.com. The Company was named to the 2006 Forbes Platinum 400 List of America's Best Big Companies and was also named as one of "America's Most Admired Companies" listed in the diversified wholesaler's category in the March 7, 2005 issue of Fortune. This release may contain forward-looking statements relating to future financial results. Actual results may differ materially as a result of factors over which Reliance Steel & Aluminum Co. has no control. These risk factors and additional information are included in the Company's reports on file with the Securities and Exchange Commission. CONTACT: Reliance Steel & Aluminum Co. Kim P. Feazle Investor Relations 713-610-9937 213-576-2428 kfeazle@rsac.com investor@rsac.com -----END PRIVACY-ENHANCED MESSAGE-----