425: Prospectuses and communications, business combinations
Published on
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.