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