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 15, 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
(Registrants 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:
þ 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 8.01 Other Events.
On November 15, 2006, Reliance Steel & Aluminum Co. (the Company) announced that it has priced an
offering of $350 million principal amount of its 6.20% senior unsecured notes due 2016 and $250
million principal amount of its 6.85% senior unsecured notes due 2036. The net proceeds from the
sale of the notes will be used to repay outstanding debt under Reliances 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 transaction is expected to close on November 20, 2006. The notes are
investment grade rated Baa3 by Moodys and BBB- by Standard & Poors.
The notes have been 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 have not been 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.
The information contained herein and in the accompanying exhibit shall not be incorporated by
reference into any filing of the Registrant, whether made before or after the date hereof,
regardless of any general incorporation language in such filing, unless expressly incorporated by
specific reference to such filing. The information in this Current Report, including the exhibit
hereto, shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and
12(a)(2) of the Securities Act of 1933, as amended.
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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Exhibit |
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No. |
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Description |
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99.1
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Press Release dated November 15, 2006. |
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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: November 15, 2006 |
By: |
/s/ Karla Lewis
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Karla Lewis |
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Executive Vice President and
Chief Financial Officer |
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