8-K 1 a5092627.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 28, 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 8.01. Other Events. On February 28, 2006, Reliance Steel & Aluminum Co. ("Reliance") announced that its wholly-owned subsidiary Precision Strip, Inc. ("Precision Strip") has signed an agreement to purchase certain assets and business of Flat Rock Metal Processing L.L.C. ("Flat Rock") based in Flat Rock, Michigan. Flat Rock was founded in 2001 and is a privately held, toll processing company with facilities in Perrysburg, Ohio and Eldridge, Iowa. Upon completion of the acquisition, the two Flat Rock facilities will operate as Precision Strip locations that process and deliver carbon steel, aluminum and stainless steel products on a "toll" basis, processing the metal for a fee, without taking ownership of the metal. Precision Strip currently has facilities in Kenton, Middletown, Minster and Tipp City, Ohio; Anderson and Rockport, Indiana; Bowling Green, Kentucky and Talladega, Alabama. Precision Strip's customers include steel and aluminum mills as well as companies in the automotive, appliance, metal furniture and capital goods industries. The purchase price and othr terms and conditions were determined by negotiations between the parties and are confidential. The completion of the acquisition is subject to Precision's successful completion of due diligence. The owners of Flat Rock are not affiliated with Reliance or Precision. 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 28, 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: March 1, 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 28, 2006 (included herewith).