Form_8-K_2007-02-01-reliance steel & aluminum

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Form_8-K_2007-02-01-reliance steel & aluminum

  1. 1. 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): February 1, 2007 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: 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))
  2. 2. Item 8.01 Other Events. Effective February 1, 2007, Reliance Steel & Aluminum Co. (the “Company”) completed its previously disclosed acquisition of the net assets and business of the Encore Group of metals service center companies (Encore Metals, Encore Metals (USA), Inc., Encore Coils, and Team Tube in Canada) headquartered in Edmonton, Alberta, Canada. Encore was organized in 2004 in connection with the buyout by management and a private equity fund managed by HSBC Capital (Canada) Inc. of certain former Corus CIC and Corus America businesses. Encore specializes in the processing and distribution of alloy and carbon bar and tube, as well as stainless steel sheet, plate and bar and carbon steel flat-rolled products, through its 17 facilities located mainly in Western Canada. Encore’s net sales for the twelve months ended December 31, 2006 were approximately C$259 million. The Company acquired the Encore Group assets through RSAC Canada Limited, the Company’s wholly owned Canadian subsidiary, and RSAC Canada (Tube) ULC, a subsidiary of RSAC Canada Limited. Current management will remain in place. The cash transaction will be immediately accretive to the Company’s earnings. Terms were not disclosed. Prior to the closing of the acquisition, neither the sellers nor any of the officers or directors of the Encore Group were affiliated with or related to the Company in any way. The purchase price was determined by negotiations between the Company on the one hand, and the sellers on the other. To fund the purchase price and the repayment of debt, the Company drew on its syndicated bank revolving line of credit established November 9, 2006 with Bank of America, N.A. as administrative agent, and 15 banks as lenders. A copy of the press release related to this transaction is attached as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired. N/A (b) Pro Forma Financial Information. N/A (c) Exhibits. Exhibit No. Description 99.1 Press Release dated February 5, 2007.
  3. 3. 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. By /s/ Karla Lewis Dated: February 6, 2007 Karla Lewis Executive Vice President, Chief Financial Officer and Assistant Secretary
  4. 4. RELIANCE STEEL & ALUMINUM CO. FORM 8-K INDEX TO EXHIBITS Exhibit No. Description 99.1 Press Release dated February 5, 2007.
  5. 5. Exhibit 99.1 350 SOUTH GRAND AVENUE, SUITE 5100 LOS ANGELES, CALIFORNIA 90071 PHONE: 213 687-7700 FAX: 213 687-8792 WWW.RSAC.COM NEWS RELEASE FOR IMMEDIATE RELEASE CONTACT: Kim P. Feazle Investor Relations (713) 610-9937 (213) 576-2428 kfeazle@rsac.com investor@rsac.com RELIANCE STEEL & ALUMINUM CO. COMPLETES ACQUISITION OF ENCORE GROUP Los Angeles, CA — February 5, 2007 — Reliance Steel & Aluminum Co. (NYSE:RS) announced today that it completed as of February 1, 2007 its previously disclosed acquisition of the net assets and business of the Encore Group of metals service center companies (Encore Metals, Encore Metals (USA), Inc., Encore Coils, and Team Tube in Canada) headquartered in Edmonton, Alberta, Canada. Current management will remain in place and Encore Group will operate as a wholly owned subsidiary of Reliance. The acquisition was an all cash deal and will be immediately accretive to Reliance’s earnings. Terms were not disclosed. Encore was organized in 2004 in connection with the buyout by management and a private equity fund managed by HSBC Capital (Canada) Inc. of certain former Corus CIC and Corus America businesses. Encore specializes in the processing and distribution of alloy and carbon bar and tube, as well as stainless steel sheet, plate and bar and carbon steel flat-rolled products, through its 17 facilities located mainly in Western Canada. Encore’s net sales for the twelve months ended December 31, 2006 were approximately C$259 million. David H. Hannah, Reliance’s Chief Executive Officer, said, “We are very pleased to have completed this acquisition and are looking forward to working together with the Encore management team in growing the business. Encore’s emphasis on specialty long products in Western Canada adds further to our diversification strategy in a robust market area.” Don Dalgleish, President of Encore Group, said, “We believe this transaction is a very good fit for our two companies and we are excited about our contribution to future growth opportunities.” (more)
  6. 6. 2-2-2 Reliance Steel & Aluminum Co., headquartered in Los Angeles, California, is one of the largest metals service center companies in the United States. Through a network of more than 160 locations in 37 states and Belgium, Canada, China and South Korea, the Company provides value-added metals processing services and distributes a full line of over 90,000 metal products. These products include galvanized, hot-rolled and cold-finished steel; stainless steel; aluminum; brass; copper; titanium and alloy steel sold to more than 95,000 customers in various industries. Reliance Steel & Aluminum Co.’s press releases and additional information are available on the Company’s web site at www.rsac.com. The Company was named to the 2006 Fortune 100 Fastest Growing Companies List and the 2007 Forbes Platinum 400 List of America’s Best Big Companies. This release may contain forward-looking statements relating to future financial results. Actual results may differ materially as a result of factors over which Reliance Steel & Aluminum Co. has no control. These risk factors and additional information are included in the Company’s reports on file with the Securities and Exchange Commission. ###

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