0001181431-11-024995.txt : 20110421 0001181431-11-024995.hdr.sgml : 20110421 20110421172408 ACCESSION NUMBER: 0001181431-11-024995 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110419 FILED AS OF DATE: 20110421 DATE AS OF CHANGE: 20110421 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ONEX CORP CENTRAL INDEX KEY: 0000937226 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35128 FILM NUMBER: 11774201 BUSINESS ADDRESS: STREET 1: 161 BAY STREET STREET 2: P O BOX 700 CITY: TORONTO ONTARIO CANA STATE: A6 MAIL ADDRESS: STREET 1: 161 BAY STREET STREET 2: P O BOX 700 CITY: TORONTO ONTARIO CANA STATE: A6 FORMER NAME: FORMER CONFORMED NAME: ONEX CORP ET AL DATE OF NAME CHANGE: 19950209 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHWARTZ GERALD W CENTRAL INDEX KEY: 0001275599 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35128 FILM NUMBER: 11774200 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TMS International Corp. CENTRAL INDEX KEY: 0001491501 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [3310] IRS NUMBER: 205899976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12 MONONGAHELA AVENUE STREET 2: P.O. BOX 2000 CITY: GLASSPORT STATE: PA ZIP: 15045 BUSINESS PHONE: 412-678-6141 MAIL ADDRESS: STREET 1: 12 MONONGAHELA AVENUE STREET 2: P.O. BOX 2000 CITY: GLASSPORT STATE: PA ZIP: 15045 FORMER COMPANY: FORMER CONFORMED NAME: Metal Services Acquisition Corp. DATE OF NAME CHANGE: 20100507 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ONEX PARTNERS II L P CENTRAL INDEX KEY: 0001367466 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35128 FILM NUMBER: 11774199 BUSINESS ADDRESS: STREET 1: 712 5TH AVE 40TH FL CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-582-2211 MAIL ADDRESS: STREET 1: 712 5TH AVE 40TH FL CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tube City EI II Ltd. CENTRAL INDEX KEY: 0001517832 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35128 FILM NUMBER: 11774202 BUSINESS ADDRESS: STREET 1: C/O ONEX CORPORATION, 161 BAY STREET CITY: TORONTO STATE: A6 ZIP: M5J 2S1 BUSINESS PHONE: 416-362-7711 MAIL ADDRESS: STREET 1: C/O ONEX CORPORATION, 161 BAY STREET CITY: TORONTO STATE: A6 ZIP: M5J 2S1 4 1 rrd308988.xml FORM 4 X0303 4 2011-04-19 0 0001491501 TMS International Corp. TMS 0000937226 ONEX CORP 161 BAY STREET TORONTO A6 M5J 2S1 ONTARIO, CANADA 0 0 1 0 0001275599 SCHWARTZ GERALD W C/O ONEX CORPORATION 161 BAY STREET TORONTO A6 M5J 2S1 ONTARIO, CANADA 0 0 1 0 0001517832 Tube City EI II Ltd. C/O ONEX CORPORATION 161 BAY STREET TORONTO A6 M5J 2S1 ONTARIO, CANADA 0 0 1 0 0001367466 ONEX PARTNERS II L P C/O ONEX INVESTMENT CORPORATION 712 FIFTH AVENUE NEW YORK NY 10019 0 0 1 0 Class A Preferred Stock 13 2011-04-19 4 C 0 19390.274 0 D Class B Common Stock 20721000 0 D Class B Common Stock 2011-04-19 4 C 0 20721000 A 2011-04-19 Class A Common Stock 20721000 24743138 D Class B Common Stock 2011-04-19 4 S 0 1839239 12.155 D 2011-04-19 Class A Common Stock 1839239 22903899 D Class A Preferred Stock 13 2011-04-19 4 C 0 11404.4659 0 D Class B Common Stock 12187139 0 D Class B Common Stock 2011-04-19 4 C 0 12187139 A 2011-04-19 Class A Common Stock 12187139 14552755 D Class B Common Stock 2011-04-19 4 S 0 1081755 12.155 D 2011-04-19 Class A Common Stock 1081755 13471020 D Class A Preferred Stock 13 2011-04-19 4 C 0 95.28 0 D Class B Common Stock 101818 0 D Class B Common Stock 2011-04-19 4 C 0 101818 A 2011-04-19 Class A Common Stock 101818 121582 D Class B Common Stock 2011-04-19 4 S 0 9038 12.155 D 2011-04-19 Class A Common Stock 9038 112544 D Class A Preferred Stock 13 2011-04-19 4 C 0 459.726 0 D Class B Common Stock 491276 0 D Class B Common Stock 2011-04-19 4 C 0 491276 A 2011-04-19 Class A Common Stock 491276 586637 D Class B Common Stock 2011-04-19 4 S 0 43607 12.155 D 2011-04-19 Class A Common Stock 43607 543030 D Class A Preferred Stock 13 2011-04-19 4 C 0 223.3841 0 D Class B Common Stock 238714 0 D Class B Common Stock 2011-04-19 4 C 0 238714 A 2011-04-19 Class A Common Stock 238714 285051 D Class B Common Stock 2011-04-19 4 S 0 21189 12.155 D 2011-04-19 Class A Common Stock 21189 263862 D Class A Preferred Stock 13 2011-04-19 4 C 0 2621.8027 0 D Class B Common Stock 2801733 0 D Class B Common Stock 2011-04-19 4 C 0 2801733 A 2011-04-19 Class A Common Stock 2801733 3345575 D Class A Preferred Stock 13 2011-04-19 4 C 0 19850 0 D Class B Common Stock 21212276 0 I See footnote Class B Common Stock 2011-04-19 4 C 0 21212276 A 2011-04-19 Class A Common Stock 21212276 25329775 I See footnote Class B Common Stock 2011-04-19 4 S 0 1882846 12.155 D 2011-04-19 Class A Common Stock 1882846 23446929 I See footnote Each share of Class A Preferred Stock was convertible into a number of shares of Class B Common Stock determined by dividing the liquidation preference of such share of Class A Preferred Stock, including accrued but unpaid dividends, at the time of conversion by the conversion price. Concurrently with the initial public offering of the Issuer's Class A Common Stock, each share of Class A Preferred Stock converted into the number of shares of Class B Common Stock on the basis of a conversion price equal to 13.00 per share, the public offering price per share of Class A Common Stock in the offering. The Class A Preferred Stock has no expiration date. Shares of Class B Common Stock are convertible on a one-for-one basis at any time, at the option of the holder, into shares of Class A Common Stock and are automatically convertible on a one-for-one basis into shares of Class A Common Stock upon a sale or other disposition to any person other than (i) a person who obtained Class B Common Stock through a direct issuance by the Issuer or (ii) Onex Corporation, Onex Partners II LP or any controlled affiliate of Onex Corporation or Onex Partners II LP. The Class B Common Stock has no expiration date. All of the shares owned by Onex Corporation are reported as beneficially owned by each of Onex Corporation and Gerald Schwartz, notwithstanding the fact that Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Onex Corporation may be deemed to own beneficially the shares of Class B Common Stock and Class A Preferred Stock held directly by it and by (a) Onex Partners II LP, through Onex Corporation's ownership of all of the common stock of Onex Partners GP Inc., the general partner of Onex Partners II GP LP, the general partner of Onex Partners II LP, (b) Onex Partners II GP LP, through Onex Corporation's ownership of all of the common stock of Onex Partners GP Inc., the general partner of Onex Partners II GP LP, (c) Onex US Principals LP, through Onex Corporation's ownership of all of the equity of Onex American Holdings II LLC, which owns all of the equity of Onex American Holdings GP LLC, the general partner of Onex US Principals LP, and (d) Tube City EI II Ltd., through Onex Corporation's ownership of all of the common stock of Tube City EI II Ltd. Onex Corporation disclaims beneficial ownership of these securities except to the extent of its direct ownership. Represents shares directly owned by Onex Partners II LP. All of the shares owned by Onex Partners II LP are reported as beneficially owned by each of Onex Partners II LP, Onex Corporation and Gerald Schwartz, notwithstanding the fact that each of Onex Corporation and Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Each of Onex Corporation and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Represents shares directly owned by Onex Partners II GP LP. All of the shares owned by Onex Partners II GP LP are reported as beneficially owned by each of Onex Partners II GP LP, Onex Corporation and Gerald Schwartz, notwithstanding the fact that each of Onex Corporation and Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Each of Onex Corporation and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Represents shares directly owned by 1597257 Ontario Inc. All of the shares owned by 1597257 Ontario Inc. are reported as beneficially owned by each of 1597257 Ontario Inc. and Gerald Schwartz, notwithstanding the fact that each Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Represents shares directly owned by Onex US Principals LP. All of the shares owned by Onex US Principals LP are reported as beneficially owned by each of Onex US Principals LP, Onex Corporation and Gerald Schwartz, notwithstanding the fact that each of Onex Corporation and Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Each of Onex Corporation and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Represents shares directly owned by Tube City EI II Ltd. All of the shares owned by Tube City EI II Ltd. are reported as beneficially owned by each of Tube City EI II Ltd., Onex Corporation and Gerald Schwartz, notwithstanding the fact that Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Each of Onex Corporation and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. The following people have options to purchase shares of the issuer held by Tube City EI II Ltd.: Gerald Schwartz, Ewout Heersink, Mark Hilson, Andrew Sheiner, Donald Lewtas, Nigel Wright, Chris Govan, Timothy Duncanson, Andrea Daly, Christine Donaldson, David J. Mansell, David R. Hirsch, Kosty Gilis, Andrew Lapham, Scott Mather, and Manish Srivastava. Mr. Gerald W. Schwartz, the Chairman, President and Chief Executive Officer of Onex Corporation, owns shares representing a majority of the voting rights of the shares of Onex Corporation. The interests of Onex Corporation are described in footnotes 4 through 10. Mr. Schwartz disclaims beneficial ownership in these securities, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. **Additional Reporting Person Signatures** /s/ Donald Lewtas, attorney-in-fact for Gerald W. Schwartz. *Power of Attorney incorporated by reference to the Amendment to Form 4 to Dura Automotive Systems, Inc. filed with the Securities and Exchange Commission by Gerald W. Schwartz on September 10, 1996.*; /s/ Joel I. Greenberg, attorney-in-fact for Onex Partners II LP, Onex Partners II GP LP and Onex US Principals LP; /s/ Donald Lewtas, attorney-in-fact for 1597257 Ontario Inc. and Tube City EI II Ltd. /s/ Donald Lewtas, attorney-in-fact for Onex Corporation 2011-04-21