================================================================================
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):
March 27, 2006
RELIANCE STEEL & ALUMINUM CO.
(Exact name of registrant as specified in its charter)
California 001-13122 95-1142616
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) 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 1.01. Entry into a Material Definitive Agreement.
The Company issued the press release described in Item 8.01 below which may be
deemed to be communication in connection with the proposed acquisition/merger of
Earle M. Jorgensen Company that was previously disclosed. The disclosure under
Item 8.01 is hereby incorporated herein by reference.
Item 8.01. Other Events.
On March 27, 2006, Reliance Steel & Aluminum Co. ("Reliance") announced that its
wholly-owned subsidiary Precision Strip, Inc. ("Precision Strip") had completed
its previously disclosed acquisition of certain assets and business of Flat Rock
Metal Processing L.L.C. ("Flat Rock") based in Flat Rock, Michigan. Flat Rock
was founded in 2001 and is a privately held, toll processing company with
facilities in Perrysburg, Ohio and Eldridge, Iowa.
The two Flat Rock facilities will operate as Precision Strip locations that
process and deliver carbon steel, aluminum and stainless steel products on a
"toll" basis, processing the metal for a fee, without taking ownership of the
metal. Precision Strip currently has facilities in Kenton, Middletown, Minster
and Tipp City, Ohio; Anderson and Rockport, Indiana; Bowling Green, Kentucky and
Talladega, Alabama. Precision Strip's customers include steel and aluminum mills
as well as companies in the automotive, appliance, metal furniture and capital
goods industries. The purchase price and other terms and conditions were
determined by negotiations between the parties and are confidential. The owners
of Flat Rock are not affiliated with Reliance or Precision.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
-------------------------------------------
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
Exhibit No. Description
----------- ------------------------------------------------------------------
2.1 Acquisition Agreement dated as of February 27, 2006 by and among
Precision Strip, Inc. and Flat Rock Metal Processing L.L.C.
99.1 Press Release dated March 27, 2006
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RELIANCE STEEL & ALUMINUM CO.
Dated: March 28, 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
------------ ------------------------------------------------------------------
2.1 Acquisition Agreement dated as of February 27, 2006
by and among Precision Strip, Inc.
and Flat Rock Metal Processing L.L.C.
99.1 Press Release dated March 27, 2006