-----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, K2NZWMhMl5ZiNdL4Rw1aFawZSR8GDrggnMXsJfVIOa7fVxkXO/IyKH2v2oE3EgYx vW+slRSqatgFQZkaFt0FXA== 0001157523-06-011321.txt : 20061114 0001157523-06-011321.hdr.sgml : 20061114 20061114133258 ACCESSION NUMBER: 0001157523-06-011321 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061113 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061114 DATE AS OF CHANGE: 20061114 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: 061213370 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 a5273938.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): November 13, 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 November 13, 2006, Reliance Steel & Aluminum Co. (the "Company") announced that it intends to offer, subject to market and other conditions, notes for an aggregate principal amount of $600 million. The notes will be unsecured and bear interest at a fixed rate. The Company intends to use the net proceeds from the offering to repay outstanding debt under its credit facility, including borrowings made to fund the repurchase by Earle M. Jorgensen Company of its 9 3/4% senior secured notes due 2012. The notes will be offered only to qualified institutional buyers in reliance on Rule 144A, under the Securities Act of 1933, as amended, and in offshore transactions pursuant to Regulation S under the Securities Act. The notes will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Item 9.01 Financial Statements and Exhibits (a) Financial Statements of Businesses Acquired. ------------------------------------------- Not applicable. (b) Pro Forma Financial Information. ------------------------------- Not applicable. (c) Shell Company Transactions. -------------------------- N/A (d) Exhibits. -------- Exhibit No. Description ------- ------------------------------------------------------- 99.1 Press Release dated November 13, 2006. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. RELIANCE STEEL & ALUMINUM CO. Dated: November 13, 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 November 13, 2006. EX-99.1 2 a5273938ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 Reliance Steel & Aluminum Co. to Offer $600 Million of Notes LOS ANGELES--(BUSINESS WIRE)--Nov. 13, 2006--Reliance Steel & Aluminum Co. (NYSE:RS) announced today that it intends to offer, subject to market and other conditions, notes for an aggregate principal amount of $600 million. The notes will be unsecured and bear interest at a fixed rate. Reliance intends to use the net proceeds from the offering to repay outstanding debt under its credit facility, including borrowings made to fund the repurchase by Earle M. Jorgensen Company of its 9 3/4% senior secured notes due 2012. The notes will be offered only to qualified institutional buyers in reliance on Rule 144A, under the Securities Act of 1933, as amended, and in offshore transactions pursuant to Regulation S under the Securities Act. The notes will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act of 1933, as amended. 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 160 locations in 37 states and Belgium, Canada, China 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. The Company was named to the 2006 Fortune 100 Fastest Growing Companies List and the Forbes Platinum 400 List of America's Best Big Companies. This release may contain forward-looking statements. Actual results and facts may differ materially as a result of a variety of factors, many of which are outside of Reliance Steel & Aluminum Co.'s control. Risk factors and additional information are included in Reliance's reports on file with the Securities and Exchange Commission, including Reliance's Annual Report on Form 10-K for the year ended December 31, 2005, and its respective Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, 2006, and September 30, 2006. 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-----