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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 19, 2007
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
(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:
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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)) |
On June 20, 2007 Reliance Steel & Aluminum Co. (the Company) announced that it has reached
an agreement to acquire the outstanding capital stock of Clayton Metals, Inc., an Illinois
corporation headquartered in Wood Dale, Illinois. Clayton Metals was founded in 1976 and
specializes primarily in the processing and distribution of aluminum, stainless steel and red metal
flat-rolled products, custom extrusions and aluminum circles through its metals service center
locations in Wood Dale, Illinois; Cerritos, California; High Point, North Carolina; and Parsippany,
New Jersey. Clayton Metals net sales for the twelve months ended December 31, 2006 were about
$123 million. The Company expects to acquire Clayton Metals through RSAC Management Corp., the
Companys wholly-owned subsidiary. Current management is expected to remain in place. The
transaction is expected to be finalized within the next 30 days, subject to the completion of due
diligence. Terms were not disclosed.
The Seller is not and none of the officers and directors of Clayton Metals is 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 Seller, on the other. To fund the purchase price and the
repayment of debt, the Company intends to draw 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. The Seller and/or officers or directors of Clayton Metals, through various other entities,
own certain of the real property on which facilities of Clayton Metals are located.
A copy of the press release related to the transaction is attached as an exhibit.
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Item 9.01 |
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Financial Statements and Exhibits. |
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(a) |
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Financial Statements of Businesses Acquired. |
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N/A |
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(b) |
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Pro Forma Financial Information. |
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N/A |
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(c) |
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Exhibits. |
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Exhibit No. |
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Description |
99.1
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Press Release dated June 20, 2007. |
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.
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RELIANCE STEEL & ALUMINUM CO.
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Dated: June 20, 2007 |
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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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RELIANCE STEEL & ALUMINUM CO.
FORM 8-K
INDEX TO EXHIBITS
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Exhibit No. |
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Description |
99.1
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Press Release dated June 20, 2007. |