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):
June 28, 2006
RELIANCE STEEL & ALUMINUM CO.
(Exact name of registrant as specified in its charter)
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California
(State or other jurisdiction of
incorporation)
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001-13122
(Commission File Number)
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95-1142616
(I.R.S. Employer
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01 Other Events.
As reported in that Current
Report on Form 8-K filed April 7, 2006, Reliance Steel
& Aluminum Co., a California corporation (“Reliance”), completed its acquisition of Earle M.
Jorgensen Company, a Delaware corporation (“EMJ”), on April 3, 2006. EMJ was merged with and into (the “Merger”)
RSAC Acquisition Corp., a Delaware corporation (the “Surviving Corporation”), which, as the
surviving corporation, continues to operate as a wholly-owned subsidiary of Reliance, and the
Surviving Corporation changed its name to “Earle M. Jorgensen Company” pursuant to that certain
Agreement and Plan of Merger (the “Merger Agreement”), dated January 17, 2006 by and among
Reliance, the Surviving Corporation and EMJ as described in that Form 8-K Current Report filed
January 20, 2006.
Prior to the Merger, EMJ had entered into an amended consent order that was approved by the
Department of Labor pursuant to which EMJ was to make a special contribution in the form of common
stock and cash, payable in two installments, to EMJ’s retirement savings plan. One
of the installments was made by EMJ in its fiscal year, ending March 31, 2006. Reliance assumed
EMJ’s liabilities under the amended consent order with respect to the second installment pursuant
to the Merger Agreement. On April 11, 2006, Reliance filed a Registration Statement on Form S-8
(File No. 333-133221) to register up to 64,501 shares of Reliance’s common stock, no par value, to
be issued to the Earle M. Jorgensen Retirement Savings Plan (“Retirement Savings Plan”) for the
stock portion of that second installment. On June 28, 2006, Reliance issued 39,144 shares of
Reliance common stock to the Retirement Savings Plan. On May 18, 2006 the Surviving Corporation
paid $311,986 to persons who were no longer employees of the Surviving Corporation but were former
participants of the Retirement Savings Plan. The contribution together with the payment fulfilled
EMJ’s obligations under the amended consent order.
The foregoing description does not purport to be complete and is qualified in its entirety by
reference to the full text of the agreements previously filed with the SEC or attached hereto as
exhibits.
Item 9.01 Financial Statements and Exhibits
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(a) |
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Financial Statements of Businesses Acquired. |
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Not applicable. |
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(b) |
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Pro Forma Financial Information. |
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Not applicable. |
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(c) |
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Shell Company Transactions. |
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N/A |
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(d) |
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Exhibits. |
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4.1 |
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Form of Earle M. Jorgensen Retirement Savings Plan (As
Amended and Restated Effective as of August 1, 2005). Incorporated by
reference to Exhibit 4.1 of that Form 8-K filed April 11, 2006. |
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4.2 |
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Assignment and Assumption Agreement dated April 3, 2006 by
and among Earle M. Jorgensen Company, Reliance Steel l& Aluminum Co. and RSAC
Acquisition Corp. Incorporated by reference to Exhibit 4.2 of that Form 8-K
filed April 11, 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.
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RELIANCE STEEL & ALUMINUM CO. |
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Dated: June 28, 2006
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By:
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/s/ David H. Hannah |
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David H. Hannah |
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Chief Executive Officer |
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