UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 16, 2008
RELIANCE STEEL & ALUMINUM CO.
(Exact name of registrant as specified in its charter)
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| California
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001-13122
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95-1142616 |
(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 4.01. Changes in Registrant’s Certifying Accountant.
On January 16, 2008, the Audit Committee of the Board of Directors of Reliance Steel & Aluminum Co.
(“Reliance”) decided to replace Reliance’s independent registered public accountant and external
auditor, Ernst & Young LLP (“E&Y”), with KPMG LLP (“KPMG”) for the year ending December 31, 2008.
The Board of Directors ratified and approved the change on January 16, 2008. E&Y was notified of
this decision on January 17, 2008. On February 29, 2008, the Company filed its Form 10-K with the
final audit report by E&Y as Reliance’s independent registered public accountant for the year ended
December 31, 2007. E&Y is expected to continue to provide tax and other services to Reliance as
may be requested by Reliance from time to time.
KPMG has completed its client acceptance and transition procedures that were previously reported as
in-process, and Reliance has engaged KPMG as its independent
registered public accountant for 2008.
E&Y’s reports on Reliance’s consolidated financial statements as of and for the years ended
December 31, 2007 and 2006 did not contain any adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or accounting principles. During the
years ended December 31, 2007 and 2006 and through the date of this Form 8-K/A, there have been no
disagreements between Reliance and E&Y on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedures, which, if not resolved to the
satisfaction of E&Y, would have caused E&Y to make reference to the subject matter of the
disagreement(s) in connection with its report. None of the “reportable events” described in the
Item 304(a)(1)(v) of the Regulation S-K promulgated by the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended, have occurred during the years ended December 31,
2007 and 2006 or through the date of this Form 8-K/A.
Reliance has asked E&Y to furnish Reliance an updated letter addressed to the SEC stating whether
E&Y agrees with the above statements. A copy of E&Y’s letter dated February 29, 2008 is attached
as Exhibit 16.2 to this Form 8-K/A. During the years ended December 31, 2007 and 2006 and through
the date of this Form 8-K/A, neither Reliance nor anyone acting on its behalf consulted KPMG
regarding (1) the application of accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion that might be rendered on Reliance’s consolidated
financial statements or (2) any matter that was either the subject of a disagreement with E&Y on
accounting principles or practices, financial statement disclosure or auditing scope or procedures,
which if not resolved to the satisfaction of E&Y, would have caused E&Y to make reference to the
matter in its report, or a “reportable event” as described in the Item 304(a)(1)(v) of the
Regulation S-K.
Item 9.01. Exhibits.
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(a) |
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Financial Statements of Business 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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Exhibits. |
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| Exhibit No. |
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Description |
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16.1*
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Letter dated January 23, 2008 to the Securities and Exchange
Commission from Ernst & Young LLP. |
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16.2
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Letter dated February 29, 2008 to the Securities and Exchange
Commission from Ernst & Young LLP. |
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Previously filed with Form 8-K. |