-----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, TI5+QairTbDNSEq6WIGkmQ9FhrmjmwIPkxDhpHFD6A62Oz+9oRZoFtJuuPTnfixZ 5IQZB+f59GYTKJ80IWVGMQ== 0000903657-06-000011.txt : 20060227 0000903657-06-000011.hdr.sgml : 20060227 20060227172148 ACCESSION NUMBER: 0000903657-06-000011 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20060227 FILED AS OF DATE: 20060227 DATE AS OF CHANGE: 20060227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RUSSEL METALS INC CENTRAL INDEX KEY: 0000903657 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-METALS SERVICE CENTERS & OFFICES [5051] IRS NUMBER: 411443629 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22774 FILM NUMBER: 06647606 BUSINESS ADDRESS: STREET 1: 1900 MINNESOTA COURT STE 210 CITY: MISSISSAUGA ONTARIO STATE: A6 ZIP: L5N 3C9 BUSINESS PHONE: 9058197419 MAIL ADDRESS: STREET 1: 1900 MINNESOTA COURT STREET 2: SUITE 210 MISSISSAUGA CITY: ONTARIO CANADA STATE: A6 ZIP: L5N 3C9 FORMER COMPANY: FORMER CONFORMED NAME: FEDERAL INDUSTRIES LTD DATE OF NAME CHANGE: 19930505 6-K 1 form6kdatedfeb2706.htm RMI 6-K COVER PAGE FORM 6-K

FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of February, 2006


Commission File Number: 0-22774


RUSSEL METALS INC.
(Translation of registrant's name into English)

1900 Minnesota Court, Suite 210 Mississauga, Ontario, L5N 3C9
(Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F......... Form 40-F...X......

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.


Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____


Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.


Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ..... No ..X...


If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________

                                                               

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.

                                                         

        

Russel Metals Inc.

                   

                                                         

(Registrant)

                   

           

           

Date: February 27, 2006

By: /s/BRIAN R. HEDGES

                                              

Brian R. Hedges

                                              

Executive Vice President & CFO

Documents Included as Part of this Report:

            

                    

No.           

Document

   

            

                    

1.

Press Release re: Russel Metals Announces $257,500,000 "Bought Deal" Financing

            

                    

2.

Form 52-109F1- Certification by CEO of Annual Filings During Transition Period

            

                    

3.

Form 52-109F1 - Certification by CFO of Annual Filings During Transition Period

EX-99 2 prcommonshareissue2006.htm RMI PRESS RELEASE: RE: $275,500,000 "BOUGHT DEAL" FINANCING

NEWS

FOR IMMEDIATE RELEASE

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

TSX STOCK SYMBOL:       RUS

RUSSEL METALS INC. ANNOUNCES $257,500,000 "BOUGHT DEAL" FINANCING

TORONTO, CANADA -- February 27, 2006 -- Russel Metals Inc. (RUS - TSX) is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by GMP Securities L.P., which have agreed to purchase, on a bought deal basis 10,000,000 Common Shares of the Company at a purchase price of $25.75 per Common Share, for aggregate gross proceeds of approximately $257,500,000.  The underwriters will also have an option, exercisable for a period of 30 days following the closing date, to purchase up to an additional 1,000,000 common shares on the same terms and conditions to cover over-allotments and for market stabilization purposes. The Company intends to use the net proceeds to repay debt, for as yet unidentified acquisitions and for general corporate purposes.

The common shares to be issued under this offering will be offered by way of a short form prospectus in all of the provinces in Canada and in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended.

The offering is scheduled to close on or about March 16, 2006 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange and the securities regulatory authorities.

Russel Metals is one of the largest metals distribution companies in North America.  It carries on business in three metals distribution segments: metals service centers, energy tubular products and steel distributors, under various names including Russel Metals, A.J. Forsyth, Acier Leroux, Acier Loubier, Acier Richler, Arrow Steel Processors, B&T Steel, Baldwin International, Comco Pipe and Supply, Fedmet Tubulars, Leroux Steel, McCabe Steel, Mégantic Métal, Métaux Russel, Milspec Industries, Pioneer Pipe, Russel Leroux, Russel Metals Williams Bahcall, Spartan Steel Products, Sunbelt Group, Triumph Tubular & Supply, Wirth Steel and York-Ennis.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

-30-

For further information, contact:
Brian R. Hedges, C.A.
Executive Vice President
and Chief Financial Officer
Russel Metals Inc.
(905) 819-7401
E-mail: info@russelmetals.com
Web site: www.russelmetals.com

EX-99 3 rmioffcerform52109f1bhfeb06m.htm RMI CERTIFICATION OF CFO - YEAR ENDED DECEMBER 31, 2005 FORM 52-109F1 - CERTIFICATION OF ANNUAL FILINGS

FORM 52-109F1 - CERTIFICATION OF ANNUAL FILINGS

DURING TRANSITION PERIOD           

           

           

I, Brian R. Hedges, Executive Vice President and CFO of Russel Metals Inc., certify that:

                                                  

1.              

I have reviewed the annual filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings) of Russel Metals Inc., (the issuer) for the annual period ending December 31, 2005;

2.              

Based on my knowledge, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the annual filings;

3.              

Based on my knowledge, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the annual filings; and

4.              

The issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures for the issuer, and we have:

(a)              

designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the annual filings are being prepared;

(b)              

evaluated the effectiveness of the issuer's disclosure controls and procedures as of the end of the period covered by the annual filings and have caused the issuer to disclose in the annual MD&A our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by the annual filings based on such evaluation.

                                                  

                                                  

                                                  

                                                    

          

                                                

                                                     

          

                 

/s/ Brian R. Hedges                 

Dated: February 27, 2006        

          

Brian R. Hedges                      

                                                

          

Executive Vice President and Chief Financial Officer   

EX-99 4 rmioffcerform52109f1bsfeb06m.htm RMI CERTIFICATION OF CEO - YEAR ENDED DECEMBER 31, 2005 FORM 52-109F1 - CERTIFICATION OF ANNUAL FILINGS

FORM 52-109F1 - CERTIFICATION OF ANNUAL FILINGS

DURING TRANSITION PERIOD           

           

           

I, Edward M. Siegel, Jr., President and CEO of Russel Metals Inc., certify that:

                                                  

1.              

I have reviewed the annual filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings) of Russel Metals Inc., (the issuer) for the annual period ending December 31, 2005;

2.              

Based on my knowledge, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the annual filings;

3.              

Based on my knowledge, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the annual filings; and

4.              

The issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures for the issuer, and we have:

(a)              

designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the annual filings are being prepared;

(b)              

evaluated the effectiveness of the issuer's disclosure controls and procedures as of the end of the period covered by the annual filings and have caused the issuer to disclose in the annual MD&A our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by the annual filings based on such evaluation.

                                                  

                                                  

                                                  

                                                    

          

                                                

                                                     

          

                 

/s/ Edward M. Siegel, Jr.            

Dated: February 27, 2006              

          

Edward M. Siegel, Jr.                      

                                                

          

President and Chief Executive Officer   

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