sv4
As filed with the Securities and Exchange Commission on
January 3, 2007
Registration
No. 333-
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form S-4
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
RELIANCE STEEL &
ALUMINUM CO.
(Exact Name of Registrant as
Specified in Its Charter)
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California
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5051
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95-1142616
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(State or Other Jurisdiction
of
Incorporation or Organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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350 South Grand Avenue, Suite 5100
Los Angeles, California 90071
(213) 687-7700
(Address, Including Zip Code,
and Telephone Number, Including Area Code, of Registrants
Principal Executive Offices)
David H. Hannah
Chief Executive Officer
Reliance Steel & Aluminum Co.
350 South Grand Avenue, Suite 5100
Los Angeles, California 90071
(213) 687-7700
(Name, Address, Including Zip
Code, and Telephone Number, Including Area Code, of Agent For
Service)
Copies to:
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Kay Rustand
Vice President and General Counsel
Reliance Steel & Aluminum Co.
350 South Grand Avenue, Suite 5100
Los Angeles, California 90071
(213) 687-7700
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Alan F. Denenberg
Davis Polk & Wardwell
1600 El Camino Real
Menlo Park, California 94025
(650) 752-2000
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Approximate date of commencement of proposed sale to the
public: From time to time after the effective
date of this Registration Statement.
If the securities being registered on this Form are being
offered in connection with the formation of a holding company
and there is compliance with General Instruction G, check the
following box: o
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. o
If this form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
CALCULATION
OF REGISTRATION FEE
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Proposed Maximum
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Title of Each Class of
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Amount to be
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Proposed Maximum Offering
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Aggregate
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Amount of
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Securities to be Registered
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Registered
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Price per Unit(1)
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Offering Price(1)
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Registration Fee
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6.200% Senior Notes due 2016
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$350,000,000
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100%
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$350,000,000
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$37,450
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Guarantees of 6.200% Senior
Notes due 2016
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(2)
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6.850% Senior Notes due 2036
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$250,000,000
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100%
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$250,000,000
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$26,750
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Guarantees of 6.850% Senior
Notes due 2036
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(2)
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(1) |
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Estimated solely for the purpose of calculating the amount of
the registration fee pursuant to Rule 457 under the
Securities Act of 1933. |
(2) |
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Pursuant to Rule 457(n) under the Securities Act of 1933,
no registration fee is required with respect to the guarantees. |
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933, as amended or until the
Registration Statement shall become effective on such date as
the Commission, acting pursuant to said Section 8(a), may
determine.
TABLE OF
ADDITIONAL REGISTRANT GUARANTORS
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State or Other
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Jurisdiction of
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I.R.S. Employer
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Industrial
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Incorporation or
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Identification
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Classification Code
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Exact Name of Registrant as Specified in its Charter(1)
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Organization
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Number
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Number
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Allegheny Steel Distributors,
Inc.
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Pennsylvania
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25-1248044
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5051
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Aluminum and Stainless, Inc.
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Louisiana
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72-0681494
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5051
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American Metals Corporation
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California
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68-0284528
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5051
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American Steel, L.L.C.
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Oregon
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93-1178411
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5051
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AMI Metals, Inc.
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Tennessee
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62-1191178
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5051
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CCC Steel, Inc.
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Delaware
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95-2504064
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5051
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Chapel Steel Corp.
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Pennsylvania
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23-1890801
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5051
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Chatham Steel Corporation
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Georgia
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58-0676215
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5051
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Crest Steel Corporation
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California
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95-2307217
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5051
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Durrett Sheppard Steel Co.,
Inc.
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California
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52-2074599
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5051
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Earle M. Jorgensen Company
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Delaware
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95-0886610
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5051
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Industrial Metals and Surplus,
Inc.
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Georgia
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58-1318220
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5051
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LBT, Inc.
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Illinois
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36-3937176
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5051
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Liebovich Bros., Inc.
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Illinois
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36-2416641
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5051
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Lusk Metals
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California
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95-2097536
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5051
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Pacific Metal Company
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Oregon
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37-1433982
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5051
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PDM Steel Service Centers,
Inc.
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California
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95-4769488
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5051
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Phoenix Corporation
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Georgia
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58-1455083
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5051
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Precision Strip, Inc.
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Ohio
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34-1207681
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5051
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Precision Strip Transport,
Inc.
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Ohio
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34-1595224
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5051
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RSAC Management Corp.
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California
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95-4773660
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8741
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Service Steel Aerospace Corp.
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Delaware
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22-2998678
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5051
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Siskin Steel & Supply
Company, Inc.
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Tennessee
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62-0470512
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5051
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Toma Metals, Inc.
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Pennsylvania
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25-1538276
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5051
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Viking Materials, Inc.
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Minnesota
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41-1226051
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5051
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Yarde Metals, Inc.
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Connecticut
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06-0970894
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5051
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(1) |
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The address and telephone number of each co-registrants
principal executive offices is 350 South Grand Avenue,
Suite 5100, Los Angeles, California 90071,
(213) 687-7700. |
The information in
this prospectus is not complete and may be changed. We may not
sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and we are
not soliciting offers to buy these securities in any state where
the offer or sale is not permitted.
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SUBJECT TO COMPLETION, DATED
JANUARY 3, 2007
PROSPECTUS
Reliance Steel &
Aluminum Co.
Offer to Exchange
6.200% Senior Notes due
2016
6.850% Senior Notes due
2036
for
6.200% Senior Notes due
2016
6.850% Senior Notes due
2036
We are offering to exchange up to $350,000,000 of our new
6.200% Senior Notes due 2016 (the New 2016
Notes) for up to $350,000,000 of our existing
6.200% Senior Notes due 2016 (the Old 2016
Notes) and up to $250,000,000 of our new
6.850% Senior Notes due 2036 (the New 2036
Notes and, together with the New 2016 Notes, the New
Notes) for up to $250,000,000 of our existing
6.850% Senior Notes due 2036 (the Old 2036
Notes and, together with the Old 2016 Notes, the Old
Notes). The terms of the New Notes are identical in all
material respects to the terms of the Old Notes, except that the
New Notes will be issued in a transaction registered under the
Securities Act of 1933, as amended (the Securities
Act), and the transfer restrictions and registration
rights relating to the Old Notes will not apply to the New Notes.
To exchange your Old Notes for New Notes:
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you are required to make the representations described on
page 42 to us;
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you must complete and send the letter of transmittal that
accompanies this prospectus to the exchange agent, Wells Fargo
Bank, National Association by midnight, New York time,
on ,
2007; and
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you should read the section called The Exchange
Offer for further information on how to exchange your Old
Notes for New Notes.
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See Risk Factors
beginning on page 7 for a discussion of risk factors that
should be considered by you prior to tendering your Old Notes in
the exchange offer.
Neither the Securities and Exchange Commission (the
SEC) nor any state securities commission has
approved or disapproved of the securities to be issued in the
exchange offer or passed upon the adequacy or accuracy of this
Prospectus. Any representation to the contrary is a criminal
offense.
,
2007
TABLE OF
CONTENTS
The prospectus incorporates important business and financial
information about the company that is not included in or
delivered with the prospectus. This information is available
without charge to security holders upon written or oral request
to Reliances Investor Relations department by calling
(213) 687-7700,
by writing to Investor Relations, Reliance Steel &
Aluminum Co., 350 South Grand Avenue, Suite 5100, Los
Angeles, California 90071. To obtain timely delivery, security
holders must request the information no later
than ,
2007, which is five business days before the expiration date of
the Exchange Offer.
In this prospectus, the term Reliance refers to
Reliance Steel & Aluminum Co.; the term
subsidiary guarantors refers to those wholly-owned
domestic subsidiaries of Reliance that guarantee the Old Notes
and will guarantee the New Notes; we, us
and our refer to Reliance and its subsidiaries
(including the subsidiary guarantors).
CAUTIONARY
STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference
contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
The forward-looking statements include the discussions of our
business strategies and our expectations concerning future
operations, margins, profitability, liquidity, and capital
resources. In some cases, you can identify forward-looking
statements by terminology such as may,
will, should, expects,
intends, plans, anticipates,
believes, thinks, estimates,
seeks, predicts, potential
and similar expressions. These statements relate to future
events or our future financial performance and involve known and
unknown risks, uncertainties and other factors that may cause
our actual results, levels of activity, performance or
achievements to differ materially from those in the future that
are implied by these forward-looking statements. These risks and
other factors include those described under Risk
Factors and elsewhere in this prospectus and in the
documents incorporated by reference. Those factors, among
others, could cause our actual results and performance to differ
materially from the results and performance projected in, or
implied by, the forward-looking statements. As you read and
consider this prospectus and the documents incorporated by
reference, you should carefully understand that the
forward-looking statements are not guarantees of performance or
results.
All future written and oral forward-looking statements
attributable to us or any person acting on our behalf are
expressly qualified in their entirety by the cautionary
statements contained or referred to in this section. New risks
and uncertainties arise from time to time, and we cannot predict
those events or how they may affect us. We assume no obligation
to update any forward-looking statements after the date of this
prospectus as a result of new information, future events or
developments, except as required by the federal securities laws.
Forward-looking statements involve known and unknown risks and
uncertainties. Various factors, such as the factors listed below
and further discussed in detail in Risk Factors, may
cause our actual results, performance, or achievements to be
materially different from those expressed or implied by any
forward-looking statements. Among the factors that could cause
our results to differ are the following:
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The interest rates on our debt could change. The interest rates
on our variable rate debt increased steadily during 2005 and
2006.
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Foreign currency exchange rates could change, which could affect
the price we pay for certain metals and the results of our
foreign operations.
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Our future operating results depend on a number of factors
beyond our control, such as the prices for and the availability
of metals, which could cause our results to fluctuate
significantly over time. During periods of low customer demand
it could be more difficult for us to pass through price
increases to our customers, which could reduce our gross profit
and net income. A significant or rapid increase or decrease in
costs from current levels could also have a severe negative
impact on our gross profit.
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We service industries that are highly cyclical, and downturns in
our customers industries could reduce our revenue and
profitability.
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The success of our business is affected by general economic
conditions and, accordingly, our business was adversely impacted
by the economic slowdown or recession in 2001, 2002 and 2003.
This could occur in future periods.
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We operate in a very competitive industry and increased
competition could reduce our gross profit margins and net income.
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As a decentralized business, we depend on both senior management
and our operating employees; if we are unable to attract and
retain these individuals, our results of operations may decline.
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We may not be able to consummate future acquisitions, and those
acquisitions that we do complete may be difficult to integrate
into our business.
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Our acquisitions might fail to perform as we anticipate. This
could result in an impairment charge to write off some or all of
the goodwill for that entity. Acquisitions may also result in
our becoming responsible for unforeseen liabilities that may
adversely affect our financial condition and liquidity.
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We are subject to various environmental and other governmental
regulations which may require us to expend significant capital
and incur substantial costs.
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We may discover internal control deficiencies in our
decentralized operations or in an acquisition that must be
reported in our SEC filings, which may result in a negative
impact on the ratings of our debt.
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The foregoing factors are not exhaustive, and new factors may
emerge or changes to the foregoing factors may occur that could
impact our business. Although we believe the expectations
reflected in the forward-looking statements are reasonable, we
cannot guarantee future performance or results. We are not
obligated to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise. You should consider these risks when reading any
forward-looking statements and review carefully the section
captioned Risk Factors in this prospectus for a more
complete discussion of the risks of an investment in the New
Notes.
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SUMMARY
This summary highlights the more detailed information
included or incorporated by reference in this prospectus and you
should read the entire prospectus and the documents incorporated
herein carefully.
Reliance
Steel & Aluminum Co.
We are one of the largest metals service center companies in the
United States. Our network of 26 divisions, 23 operating
subsidiaries and a 70%-owned company operates at more than 160
locations in 37 states, Belgium, Canada, China and South
Korea. Through this network, we provide metals processing
services and distribute a full line of more than 90,000 metal
products, including alloy, aluminum, brass, copper, carbon
steel, titanium, stainless steel and specialty steel products,
to more than 95,000 customers in a broad range of industries.
Many of our metals service centers process and distribute only
specialty metals.
Our primary business strategy is to enhance our operating
results through strategic acquisitions, expansion of our
existing operations and improved operating performance at our
locations. We believe that our geographic, customer and product
diversification makes us less vulnerable to regional or
industry-specific economic volatility. In 2005, we achieved our
highest ever levels of net sales of $3.4 billion and net
income of $205.4 million. With the strong business
conditions and significant acquisitions that we have completed
so far in 2006, we have already surpassed our 2005 results with
net sales of $4.2 billion and net income of
$280 million for the nine months ended September 30,
2006.
Recent
Developments
Issuance
of Old Notes
On November 15, 2006, we priced an offering of the Old
Notes, the net proceeds of which we used to repay outstanding
debt under our credit facility, including borrowings made to
fund the repurchase by our subsidiary Earle M. Jorgensen Company
(EMJ) of its
93/4% Senior
Secured Notes due 2012 (the EMJ Notes). The Old
Notes, which were offered only to qualified institutional buyers
in reliance on Rule 144A under the Securities Act, and in
offshore transactions pursuant to Regulation S under the
Securities Act, were issued under an indenture dated
November 20, 2006 among Reliance, the subsidiary guarantors
and Wells Fargo Bank, National Association, as trustee.
Repurchase
of EMJ Notes
On October 12, 2006, our subsidiary EMJ launched a cash
tender offer to purchase any and all of its $250 million
aggregate principal amount of the EMJ Notes and a related
consent solicitation to amend the indenture governing the notes
to eliminate substantially all of the restrictive covenants and
security interests in EMJs assets. The consent
solicitation expired on October 25, 2006, with sufficient
notes tendered to effect the requested amendments upon
EMJs acceptance of the tendered notes. The tender offer
expired on November 8, 2006. EMJ accepted for payment all
of the $249.7 million aggregate principal amount of EMJ
Notes that were tendered in the tender offer. This transaction
settled on November 9, 2006 for $277.8 million, which
included consent payments and accrued and unpaid interest.
New
Credit Facility
On November 9, 2006 we entered into a syndicated credit
agreement providing for a $1.1 billion, five-year,
unsecured revolving credit facility that replaced our previous
$700 million revolving credit facility and our
short-term
$100 million credit facility. The credit agreement permits
us to increase this facility by up to $500 million, subject
to certain customary conditions. We have used funds borrowed
under the new credit facility to fund the repurchase of the EMJ
Notes described above and the repayment of amounts outstanding
under our previous credit facilities, a portion of which was
subsequently repaid with the proceeds from the issuance and sale
of the Old Notes. We expect to use future borrowings under the
new credit facility for working capital and general corporate
purposes, including acquisitions, capital expenditures, debt
repayments, dividend payments and stock repurchases.
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Pending
Acquisitions
On November 1, 2006, we entered into an agreement to
acquire Crest Steel Corporation, a metals service center company
headquartered in Carson, California, with facilities in
Riverside, California and Phoenix, Arizona. Crest specializes in
the processing and distribution of carbon steel products
including flat-rolled, plate, bars and structurals. Crests
net sales for the 2005 fiscal year were approximately
$129 million. This transaction was completed on
January 2, 2007.
On December 6, 2006, we entered into an agreement to
acquire Industrial Metals and Surplus, Inc., a metals service
center company headquartered in Atlanta, Georgia, and a related
company, Athens Steel, Inc., located in Athens, Georgia.
Industrial Metals was founded in 1978 and specializes in the
processing and distribution of carbon steel products and
ornamental iron products. Industrial Metals net sales for
the 2005 fiscal year were approximately $72 million. This
transaction was completed on January 2, 2007.
On December 28, 2006, we entered into an agreement to
acquire 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) headquartered in
Edmonton, Alberta, Canada. 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. Encores net sales for the 2005 fiscal
year were approximately C$254.8 million. We expect to close
this transaction during the first quarter of 2007, subject to
the completion of due diligence and regulatory approvals.
Long-Term
Debt Rating
Moodys Investors Service Inc. and Standard &
Poors rate the Old Notes Baa3 (stable outlook) and
BBB- (stable outlook), respectively, as of the date of the
prospectus. A rating reflects only the views of a rating agency
and is not a recommendation to buy, sell or hold the notes. Any
rating can be revised upward or downward or withdrawn at any
time by a rating agency if it decides the circumstances warrant
that change. Each rating should be evaluated independently of
any other rating.
Reliance is a California corporation. The principal executive
offices of Reliance are located at 350 South Grand Avenue,
Suite 5100, Los Angeles, California 90071, and the
telephone number is
(213) 687-7700.
Reliance maintains a website at www.rsac.com where
general information about the company is available. The contents
of the website are not incorporated into this prospectus or the
registration statement of which it forms a part.
2
The
Exchange Offer
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Securities Offered |
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We are offering up to $350,000,000 aggregate principal amount of
New 2016 Notes and up to $250,000,000 aggregate principal amount
of New 2036 Notes, all of which will be registered under the
Securities Act and which will be guaranteed by the subsidiary
guarantors. |
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The Exchange Offer |
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We are offering to issue the New Notes in exchange for a like
principal amount of your Old Notes. We are offering to issue the
New Notes to satisfy our obligations contained in the
registration rights agreement entered into when the Old Notes
were sold in transactions permitted by Rule 144A and
Regulation S under the Securities Act and therefore not
registered with the SEC. For procedures for tendering, see
The Exchange Offer. |
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Tenders, Expiration Date, Withdrawal |
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The exchange offer will expire at midnight New York City time
on ,
2007 unless it is extended. If you decide to exchange your Old
Notes for New Notes, you must acknowledge that you are not
engaging in, and do not intend to engage in, a distribution of
the New Notes. If you decide to tender your Old Notes in the
exchange offer, you may withdraw them at any time prior
to ,
2007. If we decide for any reason not to accept any Old Notes
for exchange, your Old Notes will be returned to you without
expense to you promptly after the exchange offer expires. |
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Material U.S. Federal Income Tax Consequences |
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Your exchange of Old Notes for New Notes in the exchange offer
will not result in any income, gain or loss to you for
U.S. federal income tax purposes. See Material
U.S. Federal Income Tax Consequences of the Exchange
Offer. |
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Use of Proceeds |
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We will not receive any proceeds from the issuance of the New
Notes in the exchange offer. |
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Exchange Agent |
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Wells Fargo Bank, National Association is the exchange agent for
the exchange offer. |
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Failure to Tender Your Old Notes |
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If you fail to tender your Old Notes in the exchange offer, you
will not have any further rights under the registration rights
agreement, including any right to require us to register your
Old Notes or to pay you additional interest. |
You will
be able to resell the New Notes without registering them with
the SEC if you meet the requirements described below:
Based on interpretations by the SECs staff in no-action
letters issued to third parties, we believe that New Notes
issued in exchange for Old Notes in the exchange offer may be
offered for resale, resold or otherwise transferred by you
without registering the New Notes under the Securities Act or
delivering a prospectus, unless you are a broker-dealer
receiving securities for your own account, so long as:
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you are not one of our affiliates, which is defined
in Rule 405 of the Securities Act;
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you acquired the Old Notes to be exchanged for New Notes in the
exchange offer in the ordinary course of your business;
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you do not have any arrangement or understanding with any person
to participate in the distribution (within the meaning of the
Securities Act) of the Old Notes or the New Notes; and
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you are not engaged in, and do not intend to engage in, a
distribution (within the meaning of the Securities Act) of the
Old Notes or the New Notes.
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If you are an affiliate of Reliance or you are engaged in,
intend to engage in or have any arrangement or understanding
with respect to, the distribution of New Notes acquired in the
exchange offer, you (1) should not rely on our
interpretations of the position of the SECs staff and
(2) must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with
any resale transaction.
If you are a broker-dealer and receive New Notes for your own
account in the exchange offer:
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you must represent that you do not have any arrangement with us
or any of our affiliates to distribute the New Notes;
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you must acknowledge that you will deliver a prospectus in
connection with any resale of the New Notes you receive from us
in the exchange offer; the letter of transmittal states that by
so acknowledging and by delivering a prospectus, you will not be
deemed to admit that you are an underwriter within
the meaning of the Securities Act; and
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you may use this prospectus, as it may be amended or
supplemented from time to time, for a period of 180 days
from the latest date that tendered Old Notes are accepted for
exchange pursuant to the exchange offer, in connection with the
resale of New Notes received in exchange for Old Notes acquired
by you as a result of market-making or other trading activities.
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For a period of 90 days after the consummation of the
exchange offer, we will make this prospectus available to any
broker-dealer for use in connection with any resale described
above.
4
Summary
Description of the Notes
The terms of the New Notes and the Old Notes are identical in
all material respects, except that the New Notes will be issued
in a transaction registered under the Securities Act, and the
transfer restrictions and registrations rights relating to the
Old Notes will not apply to the New Notes.
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Issuer |
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Reliance Steel & Aluminum Co. |
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Subsidiary Guarantors |
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The Notes will be unconditionally guaranteed by the subsidiary
guarantors, consisting of each wholly-owned domestic subsidiary
of Reliance that is a borrower under or guarantees the
obligations under our credit agreement and our outstanding
private notes. Additional wholly-owned domestic subsidiaries
will be required to guarantee the notes, and the guarantees of
the subsidiary guarantors with respect to the Notes will
terminate or be released, in each case in the circumstances set
forth under Description of Notes
Guarantees. As of September 30, 2006, Reliance and
the subsidiary guarantors accounted for approximately
$3.6 billion, or 97%, of our total consolidated assets.
Reliance and the subsidiary guarantors also accounted for
approximately $4.0 billion, or 97%, of our total
consolidated revenue for the nine months ended
September 30, 2006. |
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Maturity Date |
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The New 2016 Notes will mature on November 15, 2016 and the
New 2036 Notes will mature on November 15, 2036, in each
case unless earlier redeemed or repurchased. |
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Interest Rates |
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The New 2016 Notes will bear interest at the rate of
6.200% per annum and the 2036 notes will bear interest at
the rate of 6.850% per annum, each from the most recent
interest payment date for which interest has been paid. |
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Interest Payment Dates |
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May 15 and November 15 of each year, on the interest payment
date next occurring after the initial issuance of the New 2016
Notes and the New 2036 Notes, respectively. |
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Ranking of Notes and Guarantees |
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The Notes will be our senior unsecured obligations and will rank
equally with all of our existing and future unsubordinated and
unsecured obligations. So long as the guarantees are in effect,
each subsidiary guarantors guarantee will be the senior
unsecured obligation of such subsidiary guarantor and will rank
equally with its existing and future unsubordinated and
unsecured obligations. |
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The Notes and the guarantees will be effectively junior to all
existing and future secured indebtedness of Reliance and, so
long as they are in effect, the guarantees of any subsidiary
guarantors will be effectively junior to all secured
indebtedness of those subsidiaries, in each case, to the extent
of the assets securing such indebtedness. As of
September 30, 2006, Reliance and the subsidiary guarantors
had secured indebtedness of approximately $2.1 million and
$4.1 million, respectively (excluding the repurchased EMJ
Notes). |
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Sinking Fund |
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None. |
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Optional Redemption |
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We may redeem the Notes of either series, in whole or in part,
at any time at redemption prices determined as set forth under
the heading Description of Notes Optional
Redemption. |
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Change of Control Repurchase Event |
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Upon the occurrence of a change of control repurchase
event, as defined under Description of
Notes Purchase of Notes upon a Change of Control
Repurchase Event, we will be required to make an offer to
purchase the Notes at a price equal to 101% of their principal
amounts, plus accrued and unpaid interest to, but not including,
the date of repurchase. |
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Certain Covenants |
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The indenture governing the Notes contains covenants limiting
our ability and our subsidiaries ability to: |
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create certain liens;
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enter into sale and leaseback transactions; and
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consolidate or merge with, or convey, transfer or
lease all or substantially all our assets to, another person.
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However, each of these covenants is subject to a number of
significant exceptions. You should read Description of
Notes Covenants for a description of these
covenants. |
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Form and Denominations |
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We will issue the Notes in fully registered form in
denominations of $2,000 and integral multiples of $1,000 in
excess thereof. Each of the Notes will be represented by one or
more global securities registered in the name of a nominee of
The Depository Trust Company, or DTC. |
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You will hold beneficial interests in the Notes through DTC, and
DTC and its direct and indirect participants will record your
beneficial interest in their books. Except under limited
circumstances, we will not issue certificated Notes. |
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Further Issuances |
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We may create and issue additional notes ranking equally with
the Notes of each series initially offered in this offering and
otherwise similar in all respects (other than the issue date and
public offering price or the first payment of interest following
the issue date of such further notes). These additional notes
would be guaranteed by the subsidiary guarantors on the same
basis as the Notes. These additional notes and related
guarantees would be consolidated and form a single series with
the Notes and related guarantees of the relevant series. |
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Use of Proceeds |
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We will not receive any proceeds from the exchange of New Notes
for Old Notes. |
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Governing Law |
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New York |
6
RISK
FACTORS
In considering whether to exchange your Old Notes for the New
Notes, you should carefully consider all the information that
has been included or incorporated by reference in this
prospectus. In particular, you should carefully consider the
risk factors described below. Our business, results of
operations and financial condition may be materially adversely
affected due to any of the following risks. The risks described
below are not the only ones we face. Additional risks of which
we are not presently aware or that we currently believe are
immaterial may also harm our business.
Risks
Related to Our Business and Industry
Our
indebtedness could impair our financial condition and reduce the
funds available to us for other purposes and our failure to
comply with the covenants contained in our debt instruments
could result in an event of default that could adversely affect
our operating results.
We have substantial debt service obligations. As of
September 30, 2006, we had aggregate outstanding
indebtedness of approximately $1.26 billion. This
indebtedness could adversely affect us in the following ways:
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our ability to obtain additional financing in the future for
working capital, capital expenditures, acquisitions, general
corporate purposes or other purposes may be impaired;
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a significant portion of our cash flow from operations must be
dedicated to the payment of interest and principal on our debt,
which reduces the funds available to us for our operations or
other purposes;
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some of the interest on debt is, and will continue to be,
accrued at variable rates, which may result in higher interest
expense in the event of increases in interest rates;
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because we may be more leveraged than some of our competitors,
our debt may place us at a competitive disadvantage;
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our leverage may increase our vulnerability to economic
downturns and limit our ability to withstand adverse events in
our business by limiting our financial alternatives; and
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our ability to capitalize on significant business opportunities,
including potential acquisitions, and to plan for, or respond
to, competition and changes in our business may be limited.
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Our existing debt agreements contain, and our future debt
agreements may contain, financial and restrictive covenants that
limit our ability to incur additional debt, including to finance
future operations or other capital needs, and to engage in other
activities that we may believe are in our long-term best
interests, including to dispose of or acquire assets or other
companies or to pay dividends to our shareholders. Our failure
to comply with these covenants may result in an event of default
which, if not cured or waived, could accelerate the maturity of
our indebtedness or prevent us from accessing availability under
our credit facility. If our indebtedness is accelerated, we may
not have sufficient cash resources to satisfy our debt
obligations, and we may not be able to continue our operations
as planned.
We may
not be able to generate sufficient cash flow to meet our
existing debt service obligations.
Our annual debt service obligations until November 8, 2011,
when our revolving credit facility is scheduled to mature, will
be primarily limited to interest and principal payments on
multiple series of privately placed senior notes with an
aggregate principal amount of $298 million, which we refer
to in this prospectus as the private notes and interest on the
Old Notes or, to the extent exchanged, the New Notes offered
hereby and on borrowings under our $1.1 billion credit
facility. Our ability to generate sufficient cash flow from
operations to make scheduled payments on our debt obligations,
including the Old Notes or, to the extent exchanged, the New
Notes offered hereby, will depend on our future financial
performance, which will be affected by a range of economic,
competitive and business factors, many of which are outside of
our control. For example, we may not generate sufficient cash
flow from operations to repay amounts drawn under our credit
facility when it matures in 2011, our private notes when they
mature on various dates between 2007 and 2013 or our industrial
revenue bonds when they mature in 2009 and 2014. If we do not
generate sufficient cash flow from operations to satisfy our
debt obligations, we expect
7
to undertake alternative financing plans, such as refinancing or
restructuring our debt, selling assets, reducing or delaying
capital investments or seeking to raise additional capital. We
may not be able to consummate any such transaction at all or on
a timely basis or on terms, or for proceeds, that are acceptable
to us. Furthermore, these transactions may not be permitted
under the terms of our various debt instruments then in effect.
Our inability to generate sufficient cash flow to satisfy our
debt obligations, or to timely refinance our obligations on
acceptable terms, could adversely affect our ability to serve
our customers and could cause us to reduce or discontinue our
planned operations.
The
costs that we pay for metals fluctuate due to a number of
factors beyond our control, and such fluctuations could
adversely affect our operating results, particularly if we
cannot pass on higher metal prices to our
customers.
We purchase large quantities of carbon, alloy, stainless steel,
aluminum and other metals, which we sell to a variety of
end-users. In 2004 the costs for carbon steel increased
significantly and rapidly from historic low levels. Although
these costs declined somewhat through mid-2005, the costs
increased in the fourth quarter of 2005, with moderate increases
in 2006. Overall carbon steel costs remain at historically high
levels. Costs for aluminum products, excluding aerospace-related
products, rose steadily in 2004, with continued increases in
2005 and 2006. Costs for stainless steel products rose steadily
in 2004 and increased more rapidly in 2005 and 2006. Stainless
steel costs are currently at unprecedented high levels,
primarily due to the high nickel surcharges resulting from low
global nickel supply. Costs for aerospace-related products
increased significantly beginning in late 2004 and continued to
increase through all of 2005 and into 2006, although at a slower
rate than in 2005. We attempt to pass these cost increases on to
our customers with higher selling prices but we may not always
be able to do so. The costs to us for these metals and the
prices that we charge customers for our products may change
depending on many factors outside of our control, including
general economic conditions (both domestic and international),
competition, production levels, customer demand levels, import
duties and other trade restrictions, currency fluctuations and
surcharges imposed by our suppliers.
We maintain substantial inventories of metal to accommodate the
short lead times and delivery requirements of our customers. Our
customers typically purchase products from us pursuant to
purchase orders and typically do not enter into long-term
purchase agreements or arrangements with us. Accordingly, we
purchase metal in quantities we believe to be appropriate to
satisfy the anticipated needs of our customers based on
information derived from customers, market conditions, historic
usage and industry research. Commitments for metal purchases are
generally at prevailing market prices in effect at the time
orders are placed or at the time of shipment. During periods of
rising prices for metal, we may be negatively impacted by delays
between the time of increases in the cost of metals to us and
increases in the prices that we charge for our products if we
are unable to pass these increased costs on to our customers
immediately. In addition, when metal prices decline, customer
demands for lower prices could result in lower sale prices for
our products and, as we use existing inventory that we purchased
at higher metal prices, lower margins. Consequently, during
periods in which we use this existing inventory, the effects of
changing metal prices could adversely affect our operating
results.
Our
business could be adversely affected by economic
downturns.
Demand for our products is affected by a number of general
economic factors. A decline in economic activity in the U.S. and
other markets in which we operate could materially affect our
financial condition and results of operation.
The
prices of metals are subject to fluctuations in the supply and
demand for metals worldwide and changes in the worldwide balance
of supply and demand could negatively impact our revenues, gross
profit and net income.
Metal prices are volatile due to, among other things,
fluctuations in foreign and domestic production capacity, raw
material availability, metals consumption and foreign currency
rates. For example, in the past few years, China has
significantly increased both its consumption and production of
metals and metal products. Initially, Chinas large and
growing demand for metals significantly affected the metals
industry by diverting supply to China and contributing to the
global increases in metal prices. With Chinas increased
production of metals, it has recently
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become a net exporter of certain metals and this has somewhat
reduced metal prices both within and outside of China. While
this development can affect global pricing, it has yet to have a
significant impact on U.S. pricing or the pricing for our
products. If, in the future, China experiences a downturn in
general economic conditions or increases its export of metals,
this could cause a reduction in metal prices globally, which
could adversely affect our revenues, gross profit and net
income. Additionally, significant currency fluctuations in the
United States or abroad could negatively impact our cost of
metals and the pricing of our products. The decline in the
dollar relative to foreign currencies in recent years has
resulted in increased prices for metals and metal products in
the United States as imported metals have become relatively more
expensive. If, in the future, the dollar increases in value
relative to foreign currencies, the U.S. market may be more
attractive to foreign producers, resulting in increased supply
that could cause decreased metal prices and adversely affect our
revenues, gross profit and net income.
We
operate in an industry that is subject to cyclical fluctuations
and any downturn in general economic conditions or our
customers industries could negatively impact our revenues,
gross profit and net income.
The metals service center industry is cyclical and impacted by
both market demand and metals supply. Periods of economic
slowdown or recession in the United States or other countries,
or the public perception that these may occur, could decrease
the demand for our products and adversely affect our pricing.
For example, the general slowing of the economy in 2001, 2002
and 2003 adversely impacted our product sales and pricing. While
we have been experiencing significantly improved pricing and
healthy demand levels since 2004, this trend may not continue.
Changing economic conditions could depress or delay demand for
our products, which could adversely affect our revenues, gross
profit and net income.
We sell many products to industries that are cyclical, such as
the non-residential construction, semiconductor, energy and
transportation, including aerospace, industries. The demand for
our products is directly related to, and quickly impacted by,
demand for the finished goods manufactured by our customers in
these industries, which may change as a result of changes in the
general U.S. or worldwide economy, domestic exchange rates,
energy prices or other factors beyond our control. If we are
unable to accurately project the product needs of our customers
over varying lead times or if there is a limited availability of
products through allocation by the mills or otherwise, we may
not have sufficient inventory to be able to provide products
desired by our customers on a timely basis. In addition, if we
are not able to diversify our client base
and/or
increase sales of products to customers in other industries when
one or more of the cyclical industries that we serve is
experiencing a decline, our revenues, gross profit and net
income may be adversely affected.
We
compete with a large number of companies in the metals service
center industry, and, if we are unable to compete effectively,
our revenues, gross profit and net income may
decline.
We compete with a large number of other general-line
distributors and specialty distributors in the metals service
center industry. Competition is based principally on price,
inventory availability, timely delivery, customer service,
quality and processing capabilities. Competition in the various
markets in which we participate comes from companies of various
sizes, some of which have greater financial resources than we do
and some of which have more established brand names in the local
markets that we serve. Accordingly, these competitors may be
better able to withstand adverse changes in conditions within
our customers industries and may have greater operating
and financial flexibility than we have. To compete for customer
sales, we may lower prices or offer increased services at a
higher cost, which could reduce our revenues, gross profit and
net income.
If we
were to lose any of our primary suppliers or otherwise be unable
to obtain sufficient amounts of necessary metals on a timely
basis, we may not be able to meet our customers needs and
may suffer reduced sales.
We have few long-term contracts to purchase metals. Therefore,
our primary suppliers of carbon steel, alloy steel, stainless
steel, aluminum or other metals could curtail or discontinue
their delivery of these metals to us in the quantities we need
with little or no notice. Our ability to meet our
customers needs and provide value-added inventory
management services depends on our ability to maintain an
uninterrupted supply of high quality metal products from our
suppliers. If our suppliers experience production problems, lack
of capacity or transportation
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disruptions, the lead times for receiving our supply of metal
products could be extended and the cost of our inventory may
increase. If, in the future, we are unable to obtain sufficient
amounts of the necessary metals at competitive prices and on a
timely basis from our traditional suppliers, we may not be able
to obtain these metals from acceptable alternative sources at
competitive prices to meet our delivery schedules. Even if we do
find acceptable alternative suppliers, the process of locating
and securing these alternatives may be disruptive to our
business, which could have an adverse impact on our ability to
meet our customers needs and reduce our sales, gross
profit and net income. In addition, if a significant domestic
supply source is discontinued and we cannot find acceptable
domestic alternatives, we may need to find a foreign source of
supply. Dependence on foreign sources of supply could lead to
longer lead times, increased price volatility, less favorable
payment terms, increased exposure to foreign currency movements
and certain tariffs and duties and require greater levels of
working capital.
If we
do not successfully implement our acquisition growth strategy,
our ability to grow our business could be
impaired.
We may not be able to identify suitable acquisition candidates
or successfully complete any acquisitions or integrate any other
businesses into our operations. If we cannot identify suitable
acquisition candidates or are otherwise unable to complete
acquisitions, we are unlikely to sustain our historical growth
rates, and, if we cannot successfully integrate these
businesses, we may incur increased or redundant expenses.
Moreover, any additional indebtedness we incur to pay for these
acquisitions could adversely affect our liquidity and financial
condition.
Acquisitions
present many risks, and we may not realize the financial and
strategic goals that were contemplated at the time of any
transaction.
Historically, we have expanded both through acquisitions and
internal growth. Since our initial public offering in September
1994, we have successfully purchased more than 35 businesses.
From 1984 to September 1994, we acquired 20 businesses. We
continue to evaluate acquisition opportunities and expect to
continue to grow our business through acquisitions. Risks we may
encounter in acquisitions include:
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the acquired company may not further our business strategy, or
we may pay more than it is worth;
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the acquired company may not perform as anticipated, which could
result in an impairment charge;
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we may not realize the anticipated increase in our revenues if a
larger than predicted number of customers decline to continue
purchasing products from us;
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we may have to delay or not proceed with a substantial
acquisition if we cannot obtain the necessary funding to
complete the acquisition in a timely manner;
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we may significantly increase our interest expense, leverage and
debt service requirements if we incur additional debt to pay for
an acquisition or assume existing debt of an acquired company;
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we may have multiple and overlapping product lines that may be
offered, priced and supported differently, which could cause our
gross profit margins to decline;
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our relationship with current and new employees, customers and
suppliers could be impaired;
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our due diligence process may fail to identify risks that could
negatively impact our financial condition;
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we may lose anticipated tax benefits or have additional legal or
tax exposures if we have prematurely or improperly combined
entities;
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we may face contingencies related to product liability,
intellectual property, financial disclosures, tax positions and
accounting practices or internal controls;
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the acquisition may result in litigation from terminated
employees or third parties;
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our managements attention may be diverted by transition or
integration issues; and
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we may be unable to obtain timely approvals from governmental
authorities under competition and antitrust laws.
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These factors could have a material adverse effect on our
business, results of operations, financial condition or cash
flows, particularly in the case of a larger acquisition or
number of acquisitions.
As a
decentralized business, we depend on both senior management and
our key operating employees; if we are unable to attract and
retain these individuals, our ability to operate and grow our
business may be adversely affected.
Because of our decentralized operating style, we depend on the
efforts of our senior management, including our chief executive
officer, David H. Hannah, our president and chief operating
officer, Gregg J. Mollins, and our executive vice president and
chief financial officer, Karla Lewis, as well as our key
operating employees. We may not be able to retain these
individuals or attract and retain additional qualified personnel
when needed. We do not have employment agreements with any of
our officers or employees, which may mean they may have less of
an incentive to stay with us when presented with alternative
employment opportunities. In addition, our senior management and
key operating employees hold stock options that have vested and
hold common stock in our employee stock ownership plan. These
individuals may, therefore, be more likely to leave us if the
shares of our common stock significantly appreciate in value.
The loss of any key officer or employee will require remaining
officers and employees to direct immediate and substantial
attention to seeking a replacement. Our inability to retain
members of our senior management or key operating employees or
to find adequate replacements for any departing key officer or
employee on a timely basis could adversely affect our ability to
operate and grow our business.
We are
subject to various environmental and employee safety and health
laws and regulations, which could subject us to significant
liabilities and compliance expenditures.
We are subject to various foreign, federal, state and local
environmental laws and regulations concerning air emissions,
wastewater discharges, underground storage tanks and solid and
hazardous waste disposal at or from our facilities. Our
operations are also subject to various employee safety and
health laws and regulations, including those concerning
occupational injury and illness, employee exposure to hazardous
materials and employee complaints. Environmental and employee
safety and health laws and regulations are comprehensive,
complex and frequently changing. Some of these laws and
regulations are subject to varying and conflicting
interpretations. We may be subject from time to time to
administrative
and/or
judicial proceedings or investigations brought by private
parties or governmental agencies with respect to environmental
matters and employee safety and health issues. Proceedings and
investigations with respect to environmental matters and any
employee safety and health issues could result in substantial
costs to us, divert our managements attention and result
in significant liabilities, fines or the suspension or
interruption of our service center activities. Some of our
current properties are located in industrial areas with
histories of heavy industrial use. The location of these
properties may require us to incur environmental expenditures
and to establish accruals for environmental liabilities that
arise from causes other than our operations. In addition, we are
currently investigating and remediating contamination in
connection with certain properties we have acquired. Future
events, such as changes in existing laws and regulations or
their enforcement, new laws and regulations or the discovery of
conditions not currently known to us, could result in material
environmental compliance or remedial liabilities and costs,
constrain our operations or make such operations more costly.
Our
operating results have fluctuated, and are expected to continue
fluctuating, depending on the season.
Many of our customers are in seasonal businesses, including
customers in the construction and related industries. In
addition, our revenues in the months of July, November and
December traditionally have been lower than in other months
because of increased vacation days and holiday closures for
various customers. Consequently, you should not rely on our
results of operations during any particular quarter as an
indication of our results for a full year or any other quarter.
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Ongoing
tax audits may result in additional taxes.
Reliance and our subsidiaries are undergoing various tax audits.
These tax audits could result in additional taxes, plus interest
and penalties being assessed against Reliance or one or more of
our subsidiaries and the amounts assessed could be material.
Damage
to our computer infrastructure and software systems could harm
our business.
The unavailability of any of our information management systems
for any significant period of time could have an adverse effect
on our operations. In particular, our ability to deliver
products to our customers when needed, collect our receivables
and manage inventory levels successfully largely depends on the
efficient operation of our computer hardware and software
systems. Through information management systems, we provide
inventory availability to our sales and operating personnel,
improve customer service through better order and product
reference data and monitor operating results. Difficulties
associated with upgrades, installations of major software or
hardware, and integration with new systems could lead to
business interruptions that could harm our reputation, increase
our operating costs and decrease our profitability. In addition,
these systems are vulnerable to, among other things, damage or
interruption from power loss, computer system and network
failures, loss of telecommunications services, operator
negligence, physical and electronic loss of data, or security
breaches and computer viruses.
We have contracted with a third-party service provider that
provides us with backup systems in the event that our
information management systems are damaged. The backup
facilities and other protective measures we take could prove to
be inadequate.
Risks
Related to the New Notes
Because
the New Notes and the guarantees are not secured and are
effectively subordinated to the rights of secured creditors, the
New Notes and the guarantees will be subject to the prior claims
of any secured creditors, and if a default occurs, we may not
have sufficient funds to fulfill our obligations under the New
Notes or the guarantees.
The New Notes and the guarantees are unsecured obligations,
ranking equally with other senior unsecured indebtedness. The
indenture governing the New Notes permits us and the subsidiary
guarantors to incur additional secured debt under specified
circumstances. If we or the subsidiary guarantors incur
additional secured debt, our assets and the assets of the
subsidiary guarantors securing such debt will be subject to
prior claims by our secured creditors. As of September 30,
2006, Reliance and the subsidiary guarantors had secured
indebtedness of approximately $2.1 million and
$4.1 million (excluding the repurchased EMJ Notes),
respectively. Our
non-guarantor
subsidiaries had approximately $1.1 million of secured debt
outstanding out of $26 million available under secured
credit facilities. In the event of bankruptcy, insolvency,
liquidation, reorganization, dissolution or other winding up of
either Reliance or any of the subsidiary guarantors, assets that
secure debt will be available to pay obligations on the New
Notes and the guarantees only after all debt secured by those
assets has been repaid in full. Holders of the New Notes will
participate in any remaining assets ratably with all of their
respective unsecured and unsubordinated creditors, including
trade creditors. If Reliance or any of the subsidiary guarantors
incur any additional obligations that rank equally with the New
Notes, including trade payables, the holders of those
obligations will be entitled to share ratably with the holders
of the New Notes in any proceeds distributed upon our
bankruptcy, insolvency, liquidation, reorganization, dissolution
or other winding up. This may have the effect of reducing the
amount of proceeds paid to you. If there are not sufficient
assets remaining to pay all these creditors, all or a portion of
the New Notes then outstanding would remain unpaid.
The
guarantees may be unenforceable due to fraudulent conveyance
statutes, and, accordingly, you may not have a claim against the
subsidiary guarantors.
The obligations of each subsidiary guarantor under its guarantee
will be limited as necessary to prevent that guarantee from
constituting a fraudulent conveyance or fraudulent transfer
under applicable law. However, a court in some jurisdictions
could, under fraudulent conveyances laws, further subordinate or
void the guarantee of any subsidiary guarantor if it found that
such guarantee was incurred with actual intent to hinder, delay
or defraud creditors, or such subsidiary guarantor did not
receive fair consideration or reasonably equivalent value for
the
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guarantee and that the subsidiary guarantor was any of the
following: insolvent or rendered insolvent because of the
guarantee, engaged in a business or transaction for which its
remaining assets constituted unreasonably small capital, or
intended to incur, or believed that it would incur, debts beyond
its ability to pay such debts at maturity.
If a court were to void the guarantee of a subsidiary guarantor
as the result of a fraudulent conveyance, or hold it
unenforceable for any other reason, holders of the New Notes
would cease to have a claim against that subsidiary guarantor on
its guarantee and would be creditors solely of Reliance and any
other subsidiary guarantor whose guarantee is not voided or held
to be unenforceable.
The
guarantees will be released under certain
circumstances.
The New Notes will be guaranteed by any subsidiary guarantor for
so long as such subsidiary guarantor is a borrower or a
guarantor of obligations under our credit agreement and the
private notes referred to below. In the event that, for any
reason, the obligations of any subsidiary guarantor terminate as
a borrower or guarantor under our credit agreement and the
private notes, that subsidiary guarantor will be deemed released
from all of its obligations under the indenture and its
guarantee of the New Notes will terminate. A subsidiary
guarantors guarantee will also terminate and such
subsidiary guarantor will be deemed released from all of its
obligations under the indenture with respect to the New Notes of
a series upon legal defeasance of such series as provided below
under Description of Notes Defeasance and
Covenant Defeasance or satisfaction and discharge of the
indenture as it relates to such series as provided below under
Description of Notes Satisfaction and
Discharge. A subsidiary guarantors guarantee will
also terminate and such subsidiary guarantor will be deemed
released from all of its obligations under the indenture with
respect to each series of New Notes in connection with any sale
or other disposition by Reliance of all of the capital stock of
that subsidiary guarantor (including by way of merger or
consolidation) or other transaction such that after giving
effect to such transaction such subsidiary guarantor is no
longer a domestic subsidiary of Reliance. See Description
of Notes Guarantees. If the obligations of any
subsidiary guarantor as a guarantor terminate or are released,
the risks applicable to our subsidiaries that are not guarantors
upon consummation of the offering will also be applicable to
such subsidiary guarantor.
We
will depend on the receipt of dividends or other intercompany
transfers from our subsidiaries to meet our obligations under
the New Notes. Claims of creditors of our subsidiaries may have
priority over your claims with respect to the assets and
earnings of our subsidiaries.
We conduct a substantial portion of our operations through our
subsidiaries. We will therefore be dependent upon dividends or
other intercompany transfers of funds from our subsidiaries in
order to meet our obligations under the New Notes and to meet
our other obligations. Generally, creditors of our subsidiaries
will have claims to the assets and earnings of our subsidiaries
that are superior to the claims of our creditors, except to the
extent the claims of our creditors are guaranteed by our
subsidiaries. All of our wholly-owned domestic subsidiaries,
which constitute the substantial majority of our subsidiaries,
will be guaranteeing the New Notes at the time that they are
issued. As of September 30, 2006, Reliance and the
subsidiary guarantors accounted for approximately
$3.6 billion, or 97%, of our total consolidated assets.
Reliance and the subsidiary guarantors accounted for
approximately $4.0 billion, or 97%, of our total
consolidated revenue for the nine months ended
September 30, 2006. See Description of
Notes Guarantees.
In the event of the bankruptcy, insolvency, liquidation,
reorganization, dissolution or other winding up of Reliance, the
holders of the New Notes may not receive any amounts with
respect to the New Notes until after the payment in full of the
claims of creditors of our subsidiaries that are not subsidiary
guarantors.
We are
permitted to incur more debt, which may intensify the risks
associated with our current leverage, including the risk that we
will be unable to service our debt.
Subject to certain limitations our credit facility and private
notes permit us to incur additional debt. The indenture
governing the New Notes does not limit the amount of additional
debt that we may incur. If we incur additional debt, the risks
associated with our leverage, including the risk that we will be
unable to service our debt, will increase.
13
The
provisions in the indenture that govern the New Notes relating
to change of control transactions will not necessarily protect
you in the event of a highly leveraged
transaction.
The provisions contained in the indenture will not necessarily
afford you protection in the event of a highly leveraged
transaction that may adversely affect you, including a
reorganization, restructuring, merger or other similar
transaction involving us. These transactions may not involve a
change in voting power or beneficial ownership or, even if they
do, may not involve a change of the magnitude required under the
definition of change of control repurchase event in the
indenture to trigger these provisions, notably, that the
transactions are accompanied or followed within 60 days by
a downgrade in the rating of the New Notes offered under this
prospectus. Except as described under Description of
Notes Purchase of Notes upon a Change of Control
Repurchase Event, the indenture does not contain
provisions that permit the holders of the New Notes to require
us to repurchase the New Notes in the event of a takeover,
recapitalization or similar transaction.
Reliance
may not be able to repurchase all of the New Notes upon a change
of control repurchase event.
As described under Description of Notes
Purchase of Notes upon a Change of Control Repurchase
Event, we will be required to offer to repurchase the New
Notes upon the occurrence of a change of control repurchase
event. We may not have sufficient funds to repurchase the New
Notes in cash at such time or have the ability to arrange
necessary financing on acceptable terms. In addition, our
ability to repurchase the New Notes for cash may be limited by
law or the terms of other agreements relating to our
indebtedness outstanding at the time. Under the terms of our new
credit facility, we are prohibited from repurchasing the New
Notes if we are in default under such credit facility.
There
is no prior market for the New Notes. If one develops, it may
not be liquid.
We do not intend to list the New Notes on any national
securities exchange or to seek their quotation on any automated
dealer quotation system. We cannot assure you that any liquid
market for the New Notes will ever develop or be maintained.
Further, there can be no assurance as to the liquidity of any
market that may develop for the notes, your ability to sell your
New Notes or the price at which you will be able to sell your
New Notes. Future trading prices of the New Notes will depend on
many factors, including prevailing interest rates, our financial
condition and results of operations, the then-current ratings
assigned to the New Notes and the market for similar securities.
Any trading market that develops would be affected by many
factors independent of and in addition to the foregoing,
including:
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time remaining to the maturity of the New Notes;
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outstanding amount of the New Notes;
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the terms related to optional redemption of the New
Notes; and
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level, direction and volatility of market interest rates
generally.
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Ratings
of the notes may change after issuance and affect the market
price and marketability of the New Notes.
We currently expect that, upon issuance, the New Notes will be
rated by Moodys Investors Service Inc. and
Standard & Poors in the same manner as the Old
Notes. Such ratings are limited in scope, and do not address all
material risks relating to an investment in the New Notes, but
rather reflect only the view of each rating agency at the time
the rating is issued. An explanation of the significance of such
rating may be obtained from such rating agency. There is no
assurance that such credit ratings will be issued or remain in
effect for any given period of time or that such ratings will
not be lowered, suspended or withdrawn entirely by the rating
agencies, if, in each rating agencys judgment,
circumstances so warrant. It is also possible that such ratings
may be lowered in connection with the application of the
proceeds of this offering or in connection with future events,
such as future acquisitions. Holders of New Notes will have no
recourse against us or any other parties in the event of a
change in or suspension or withdrawal of such ratings. Any
lowering, suspension or withdrawal of such ratings may have an
adverse effect on the market price or marketability of the New
Notes. In addition, any decline in the ratings of the New Notes
may make it more difficult for us to raise capital on acceptable
terms.
14
Risks
Related to the Exchange Offer
If you
do not exchange your Old Notes for New Notes in the exchange
offer, these Old Notes will continue to be subject to
restrictions on transfer.
If you do not exchange your Old Notes for New Notes in the
exchange offer, you will continue to be subject to the
restrictions on transfer described in the legend on your Old
Notes and the offering memorandum related to the private
offering of the Old Notes. The restrictions on transfer of your
Old Notes arise because we issued the Old Notes in a private
offering exempt from the registration and prospectus delivery
requirements of the Securities Act. In general, you may only
offer or sell the Old Notes if they are registered under the
Securities Act or are offered and sold under an exemption from
these requirements. Except as required by the registration
rights agreement, we do not intend to register sales of the Old
Notes under the Securities Act. For further information
regarding the consequences of failing to tender your Old Notes
in the exchange offer, see the discussion under the caption
The Exchange Offer Consequences of Failure to
Exchange.
The
issuance of the New Notes may adversely affect the market for
the Old Notes.
To the extent that Old Notes are tendered for exchange and
accepted in the exchange offer, the trading market, if any, for
the untendered and tendered but unaccepted Old Notes could be
adversely affected due to a reduction in market liquidity and
there could be a significant diminution in value of the Old
Notes as compared to the value of the New Notes.
In
some instances you may be obligated to deliver a prospectus in
connection with resales of the New Notes.
Based on certain no-action letters issued by the staff of the
SEC to third parties unrelated to us, we believe that you may
offer for resale, resell or otherwise transfer the New Notes
without compliance with the registration and prospectus delivery
requirements of the Securities Act, except in the instances
described in this prospectus under The Exchange
Offer Resale of the New Notes. For example, if
you exchange your Old Notes in the exchange offer for the
purpose of participating in a distribution of the New Notes, you
may be deemed to have received restricted securities and, if so,
will be required to comply with the registration and prospectus
delivery requirements of the Securities Act in connection with
any resale transaction.
You
must comply with the exchange offer procedures in order to
receive freely tradable New Notes.
We will not accept your Old Notes for exchange if you do not
follow the exchange offer procedures. Delivery of New Notes in
exchange for Old Notes tendered and accepted for exchange
pursuant to the exchange offer will be made only after timely
receipt by the exchange agent of the following:
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certificates for Old Notes or a confirmation of a book-entry
transfer of Old Notes into the exchange agents account at
DTC, as depositary;
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a completed and signed letter of transmittal (or facsimile
thereof), with any required signature guarantees, or, in the
case of tender through DTCs ATOP program, an agents
message in lieu of the letter of transmittal; and
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any other documents required by the letter of transmittal.
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Therefore, holders of Old Notes who would like to tender Old
Notes in exchange for New Notes should be sure to allow enough
time to comply with the exchange offer procedures. Neither we
nor the exchange agent are required to notify you of defects or
irregularities in tenders of Old Notes for exchange. Old Notes
that are not tendered or that are tendered but we do not accept
for exchange will, following completion of the exchange offer,
continue to be subject to the existing transfer restrictions
under the Securities Act and, upon completion of the exchange
offer, certain registration and other rights under the
registration rights agreement will terminate. See The
Exchange Offer Procedures for Tendering Outstanding
Old Notes and The Exchange Offer
Consequences of Failure to Exchange.
15
WHERE YOU
CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements
and other information with the SEC. Our SEC filings are
available to the public from the SECs website at
http://www.sec.gov. You may also read and copy any
document we file at the SECs public reference room in
Washington, D.C. located at 100 F Street, N.E.,
Room 1580, Washington, D.C. 20549. You may also obtain
copies of any document we file at prescribed rates by writing to
the Public Reference Section of the SEC at that address. Please
call the SEC at l-800-SEC-0330 for further information on the
operation of the public reference room. Information about us,
including our SEC filings, is also available on our website at
http://www.rsac.com; however, that information is not a
part of this prospectus.
INFORMATION
INCORPORATED BY REFERENCE
This prospectus is a part of a registration statement filed by
us with the SEC under the Securities Act. As allowed by SEC
rules, this prospectus does not contain all of the information
that you can find in the registration statement or the exhibits
to the registration statement.
Rather than include in this prospectus some of the information
that we include in reports filed with the SEC, we are
incorporating such information by reference, which means that we
are disclosing important information to you by referring to
those publicly filed documents that contain such information.
The information incorporated by reference is considered to be
part of this prospectus, and information that we file later with
the SEC will automatically update and supersede the information
in this prospectus.
We are incorporating by reference the following documents filed
by us:
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Annual Report on
Form 10-K
for the year ended December 31, 2005;
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Quarterly Reports on
Form 10-Q
for the quarters ended March 31, 2006, June 30, 2006
and September 30, 2006; and
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Current Reports on
Form 8-K
or
Form 8-K/A
filed January 6, 2006, January 19, 2006, March 2,
2006, March 3, 2006, March 29, 2006, April 7,
2006, May 23, 2006, June 16, 2006, July 3, 2006,
July 11, 2006, September 5, 2006, October 16,
2006, November 14, 2006, November 16, 2006,
November 28, 2006 and January 3, 2007.
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In addition, all reports and other documents we subsequently
file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, which we refer to
as the Exchange Act, after the date of this prospectus (other
than any information furnished pursuant to Item 2.02 or
Item 7.01 of any Current Report on
Form 8-K
unless we specifically state in such Current Report that such
information is to be considered filed under the
Exchange Act, or we incorporate it by reference into a filing
under the Securities Act or the Exchange Act) until the
termination of the offering under this prospectus will be deemed
to be incorporated by reference in this prospectus and to be
part of this prospectus from the date of the filing of such
reports and documents. Any statement contained in this
prospectus or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this prospectus to the extent that
a statement contained in any subsequently filed document which
is, or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this prospectus.
Notwithstanding the foregoing, we are not incorporating any
document or information deemed to have been furnished and not
filed in accordance with SEC rules. You may obtain a copy of any
or all of the documents referred to above which may have been or
may be incorporated by reference into this prospectus (excluding
certain exhibits to the documents) at no cost to you by writing
or telephoning us at the following address:
Reliance
Steel & Aluminum Co.
350 South Grand Avenue, Suite 5100
Los Angeles, California 90071
Attn: Investor Relations Department
(213) 687-7700
To obtain timely delivery of copies of these filings, you
must make your request no later
than ,
2007, which is five business days before the expiration date.
16
USE OF
PROCEEDS
We will not receive any cash proceeds from the issuance of the
New Notes. The New Notes will be exchanged for Old Notes as
described in this prospectus upon our receipt of Old Notes. We
will cancel all of the Old Notes surrendered in exchange for New
Notes.
Our net proceeds from the sale of the Old Notes were
approximately $592 million, after deduction of the initial
purchasers discounts and commissions and other expenses of
the offering. We have used all of the net proceeds to repay
outstanding indebtedness under our credit facility, including
borrowings made to fund the repurchase by EMJ of the EMJ Notes.
Our borrowings under this credit facility was $250 million
as of December 15, 2006. Our credit facility matures on
November 8, 2011 and borrowings thereunder currently bear
interest at a rate of 6.37% per annum.
RATIO OF
EARNINGS TO FIXED CHARGES
Our ratio of earnings to fixed charges was as follows for the
respective periods indicated:
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Year Ended December 31,
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Nine Months Ended
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2001
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2002
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2003
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2004
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2005
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September 30, 2006
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3.03x
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2.62x
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2.54x
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8.06x
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10.35x
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10.34x
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For purposes of calculating the ratio of earnings to fixed
charges, earnings is the amount resulting from (1) adding
(a) pre-tax income from continuing operations before
adjustment for minority interests in consolidated subsidiaries
or income or loss from equity investees, (b) fixed charges,
(c) amortization of capitalized interest,
(d) distributed income of equity investees and (e) our
share of pre-tax losses of equity investees for which charges
arising from guarantees are included in fixed charges, and
(2) subtracting (i) interest capitalized and
(ii) the minority interest in pre-tax income of
subsidiaries that have not incurred fixed charges. Fixed charges
is the sum of (x) interest expensed and capitalized,
(y) amortized premiums, discounts and capitalized expenses
related to indebtedness and (z) an estimate of the interest
within rental expense.
17
DESCRIPTION
OF THE NEW NOTES
The Old Notes were issued, and the New Notes will be issued,
under an indenture, dated as of November 20, 2006, among
Reliance, the subsidiary guarantors and Wells Fargo Bank,
National Association, as trustee (the trustee). The
following summary of provisions of the indenture and the New
Notes of each series does not purport to be complete and is
subject to, and qualified in its entirety by reference to, all
of the provisions of the indenture, including definitions
therein of certain terms and provisions made a part of the
indenture by reference to the Trust Indenture Act of 1939, as
amended (the Trust Indenture Act). This summary may
not contain all information that you may find useful. You should
read the indenture and the New Notes of each series, copies of
which are available from Reliance upon request. Capitalized
terms used and not defined in this summary have the meanings
specified in the indenture. References to Reliance
in this section of the prospectus are only to Reliance
Steel & Aluminum Co. and not to any of its
subsidiaries. Unless specifically stated, the descriptions of
the terms of each series of New Notes also apply to the
applicable series of Old Notes.
Reliance is offering to exchange:
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up to $350,000,000 of its new 6.200% Senior Notes due 2016
(the New 2016 Notes) for up to $350,000,000 of its
old 6.200% Senior Notes due 2016 (the Old 2016
Notes); and
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up to $250,000,000 of its new 6.850% Senior Notes due 2036
(the New 2036 Notes) for up to $250,000,000 of its
old 6.850% Senior Notes due 2036 (the Old 2036
Notes).
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The Old 2016 Notes and the Old 2036 Notes are referred to
collectively in this prospectus as the Old Notes,
and the New 2016 Notes and the New 2036 Notes are referred to
collectively in this prospectus as the New Notes.
The Old Notes and the New Notes are referred to collectively in
this prospectus as the Notes.
Under the indenture, the Old Notes of each series and the New
Notes issued in exchange for such series, in each case together
with any additional Notes of such series the obligor may issue
under the indenture as described below under
Issuance of Additional Notes, will be
treated as a single series for all purposes under the indenture,
including for purposes of determining whether the required
percentage of the holders of record has given approval or
consent to an amendment or waiver or joined in directing the
trustee to take certain actions on behalf of all holders.
Specifically,
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the Old 2016 Notes, the New 2016 Notes and any additional 6.200%
Senior Notes due 2016 Reliance may issue under the indenture as
described below under Further Issuances
(collectively, the 2016 Notes) will be treated as a
single series; and
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the Old 2036 Notes, the New 2036 Notes and any additional 6.850%
Senior Notes due 2036 Reliance may issue under the indenture as
described below under Further Issuances
(collectively, the 2036 Notes) will be treated as a
single series.
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The terms of each series of New Notes are identical in all
material respects to the terms of such series of Old Notes,
except that the New Notes will be issued in a transaction
registered under the Securities Act and the transfer
restrictions and registration rights relating to the Old Notes
will not apply to the New Notes.
General
The New Notes will have the following basic terms:
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the New Notes of each series will be senior unsecured
obligations of Reliance and will rank equally with all other
existing and future unsecured and unsubordinated debt
obligations of Reliance;
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the New Notes of each series will be unconditionally guaranteed
on a senior basis by all of the direct and indirect wholly-owned
Domestic Subsidiaries of Reliance that are borrowers or
guarantors under the Credit Agreement or the private notes (see
Guarantees below);
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the New 2016 Notes initially will be limited to
$350.0 million aggregate principal amount and the New 2036
Notes initially will be limited to $250.0 million aggregate
principal amount (subject in each case to the rights of Reliance
to issue additional notes of each series as described under
Further Issuances below);
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the New 2016 Notes will accrue interest at a rate of
6.200% per year and the New 2036 Notes will accrue interest
at a rate of 6.850% per year;
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interest will accrue on the New Notes of each series from the
most recent interest payment date to or for which interest has
been paid or duly provided (or if no interest has been paid or
duly provided for, from the issue date of the Old Notes),
payable semiannually in arrears on May 15 and November 15 of
each year, beginning on May 15, 2007;
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the New 2016 Notes will mature on November 15, 2016 and the
New 2036 Notes will mature on November 15, 2036, in each
case unless redeemed or repurchased prior to that date;
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Reliance may redeem the New Notes of either series, in whole or
in part, at any time at its option as described under
Optional Redemption;
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Reliance may be required to repurchase the New Notes of each
series in whole or in part at your option in connection with the
occurrence of a change of control repurchase event
as described under Purchase of Notes upon a
Change of Control Repurchase Event;
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the New Notes of each series will be issued in registered form
in denominations of $2,000 and integral multiples of $1,000 in
excess thereof;
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the New Notes of each series will be represented by one or more
global notes registered in the name of a nominee of DTC, but in
certain circumstances may be represented by New Notes in
definitive form (see Book-entry, Delivery and Form; Global
Notes); and
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the New Notes of each series will be exchangeable and
transferable, at the office or agency of Reliance maintained for
such purposes (which initially will be the corporate trust
office of the trustee).
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Interest on each New Note will be paid to the person in whose
name that New Note is registered at the close of business on the
May 1 or November 1, as the case may be, immediately
preceding the relevant interest payment date. Interest on the
New Notes will be computed on the basis of a
360-day year
comprised of twelve
30-day
months.
If any interest or other payment date of a New Note falls on a
day that is not a business day, the required payment of
principal, premium, if any, or interest will be due on the next
succeeding business day as if made on the date that the payment
was due, and no interest will accrue on that payment for the
period from and after that interest or other payment date, as
the case may be, to the date of that payment on the next
succeeding business day. The term business day
means, with respect to any New Note, any day other than a
Saturday, a Sunday or a day on which banking institutions or
trust companies in New York City are authorized or required by
law, regulation or executive order to close.
The New Notes will not be subject to any sinking fund.
Reliance may, subject to compliance with applicable law, at any
time purchase New Notes in the open market or otherwise.
Guarantees
The subsidiary guarantors will unconditionally guarantee,
jointly and severally, the due and punctual payment of principal
of and premium, if any, and interest on the New Notes of each
series, when and as the same become due and payable, whether on
a maturity date, by declaration of acceleration, upon
redemption, repurchase or otherwise, and all other obligations
of Reliance under the indenture. As of September 30, 2006,
Reliance and the subsidiary guarantors accounted for
approximately $3.6 billion, or 97%, of our total
consolidated assets. Reliance and the subsidiary guarantors
accounted for approximately $4.0 billion, or 97%, of our
total consolidated revenue for the nine months ended
September 30, 2006.
As of the date hereof, all of the wholly-owned Domestic
Subsidiaries of Reliance will be subsidiary guarantors of the
New Notes (such subsidiaries guaranteeing the New Notes,
together with any other subsidiaries that subsequently become
guarantors, are referred to herein as the subsidiary
guarantors). None of Reliances Foreign
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Subsidiaries or its non-wholly-owned Domestic Subsidiaries will
be guarantors with respect to the New Notes. All of the
subsidiaries that are guarantors under the Credit Agreement or
the private notes will be subsidiary guarantors with respect to
the New Notes.
In the event that, at any time, any wholly-owned Domestic
Subsidiary of Reliance which is not, or has previously been
released as, a subsidiary guarantor becomes a guarantor or
borrower under the Credit Agreement or the private notes, that
subsidiary will be required to become a subsidiary guarantor and
guarantee the New Notes not later than 60 days following
the date on which it becomes a guarantor or borrower under the
Credit Agreement or the private notes.
In the event that, for any reason, the obligations of any
subsidiary guarantor terminate as a guarantor or borrower under
the Credit Agreement (including, without limitation, pursuant to
the terms of the Credit Agreement, upon agreement of the
requisite lenders under the Credit Agreement or upon the
termination of the Credit Agreement or upon the replacement
thereof with a credit facility not requiring such guarantees)
and the private notes, that subsidiary guarantor will be deemed
released from all its obligations under the indenture and its
guarantee of the New Notes will terminate. A subsidiary
guarantors guarantee will also terminate and such
subsidiary guarantor will be deemed released from all of its
obligations under the indenture with respect to the New Notes of
a series upon legal defeasance of such series as provided below
under Defeasance and Covenant Defeasance
or satisfaction and discharge of the indenture as it relates to
such series as provided below under
Satisfaction and Discharge. A subsidiary
guarantors guarantee will also terminate and such
subsidiary guarantor will be deemed released from all of its
obligations under the indenture with respect to each series of
New Notes in connection with any sale or other disposition by
Reliance of all of the capital stock of that subsidiary
guarantor (including by way of merger or consolidation) or other
transaction such that after giving effect to such transaction
such subsidiary guarantor is no longer a Domestic Subsidiary of
Reliance. Any release described in this paragraph may be
evidenced by a supplemental indenture or other instrument which
may be entered into without the consent of any holders of the
New Notes.
The indenture will provide that the obligations of each
subsidiary guarantor under its guarantee will be limited to the
maximum amount that, after giving effect to all other contingent
and fixed liabilities of such subsidiary guarantor, would cause
the obligations of such subsidiary guarantor not to constitute a
fraudulent conveyance or fraudulent transfer under any
applicable law.
Credit Agreement means the Credit Agreement, dated
as of November 9, 2006, among Reliance, RSAC Management
Corp., the lenders party thereto and Bank of America, as
administrative agent, as the same may be amended, supplemented
or otherwise modified from time to time, and any successor
credit agreement thereto (whether by renewal, replacement,
refinancing or otherwise) that Reliance in good faith designates
to be its principal credit agreement (taking into account the
maximum principal amount of the credit facility provided
thereunder, the recourse nature of the agreement and such other
factors as Reliance deems reasonable in light of the
circumstances), such designation (or the designation that at a
given time there is no principal credit agreement) to be made by
an officers certificate delivered to the trustee.
private notes means the senior unsecured notes of
Reliance issued pursuant to the Note Purchase Agreements
dated as of November 1, 1996, September 15, 1997,
October 15, 1998 and July 1, 2003, in each case by and
among Reliance and the investors party thereto, as each may be
amended from time to time.
Payment
and Transfer or Exchange
Principal of and premium, if any, and interest on the New Notes
of each series will be payable, and the New Notes may be
exchanged or transferred, at the office or agency maintained by
Reliance for such purpose (which initially will be the corporate
trust office of the trustee located at 707 Wilshire Blvd.,
17th Floor, Los Angeles, California 90017). Payment of
principal of and premium, if any, and interest on a global note
registered in the name of or held by The Depository Trust
Company (DTC) or its nominee will be made in
immediately available funds to DTC or its nominee, as the case
may be, as the registered holder of such global note. If any of
the New Notes is no longer represented by a global note, payment
of interest on certificated New Notes in definitive form may, at
the option of Reliance, be made by (1) check mailed
directly to holders at their registered addresses or
(ii) upon request
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of any holder of at least $1,000,000 principal amount of New
Notes, wire transfer to an account located in the
United States maintained by the payee. See
Book-entry; Delivery and Form; Global
Notes below.
A holder may transfer or exchange any certificated New Notes in
definitive form at the same location set forth in the preceding
paragraph. No service charge will be made for any registration
of transfer or exchange of New Notes, but Reliance may require
payment of a sum sufficient to cover any transfer tax or other
similar governmental charge payable in connection therewith.
Reliance is not required to transfer or exchange any New Note
selected for redemption during a period of 15 days before
mailing of a notice of redemption of New Notes to be redeemed.
The registered holder of a New Note will be treated as the owner
of it for all purposes.
All amounts of principal of and premium, if any, and interest on
the New Notes paid by Reliance that remain unclaimed two years
after such payment was due and payable will be repaid to
Reliance, and the holders of such New Notes will thereafter look
solely to Reliance for payment.
Ranking
The Notes will be senior unsecured obligations of Reliance and
will rank equally in right of payment with all existing and
future unsecured and unsubordinated obligations of Reliance.
So long as they are in effect, the guarantees of the subsidiary
guarantors will be senior unsecured obligations of those
subsidiaries and will rank equally in right of payment with all
other existing and future unsecured and unsubordinated
obligations of those subsidiaries.
The Notes and the guarantees will be effectively junior to all
existing and future secured indebtedness of Reliance and, so
long as they are in effect, the guarantees of any subsidiary
guarantors will be effectively junior to all secured
indebtedness of those subsidiaries, in each ease, to the extent
of the assets securing such indebtedness.
As of September 30, 2006, Reliance and the subsidiary
guarantors had secured indebtedness of approximately
$2.1 million and $4.1 million (excluding the
repurchased EMJ Notes), respectively.
Reliance derives a large portion of its operating income and
cash flow from its investments in its subsidiaries. Therefore,
Reliances ability to make payments when due to the holders
of the Notes is, in large part, dependent upon the receipt of
sufficient funds from its subsidiaries. Holders of the Notes
will, however, have a claim with respect to the assets and
earnings of the subsidiary guarantors so long as their
respective guarantees are in effect.
Claims of creditors of Reliances subsidiaries (other than
subsidiary guarantors providing guarantees for the Notes, so
long as their respective guarantees are in effect) generally
will have priority with respect to the assets and earnings of
such subsidiaries over the claims of Reliances creditors
and of the creditors of the subsidiary guarantors, including
holders of the Notes. Accordingly, the Notes and the guarantees
of the subsidiary guarantors will be effectively subordinated to
creditors, including trade creditors and preferred shareholders,
if any, of Reliances subsidiaries (other than the
subsidiary guarantors so long as their respective guarantees are
in effect).
Optional
Redemption
Reliance may redeem the Notes of either series at its option at
any time, either in whole or in part. If Reliance elects to
redeem the Notes of a series, it will pay a redemption price
equal to the greater of the following amounts, plus, in each
case, accrued and unpaid interest thereon to, but not including,
the redemption date:
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100% of the aggregate principal amount of the Notes to be
redeemed; or
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the sum of the present values of the Remaining Scheduled
Payments.
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In determining the present values of the Remaining Scheduled
Payments, Reliance will discount such payments to the redemption
date on a semi-annual basis (assuming a
360-day year
consisting of twelve
30-day
months) using a discount rate equal to the Treasury Rate plus
0.25% (25 basis points), in the case of the New 2016 Notes,
and the Treasury Rate plus 0.35% (35 basis points), in the
case of the New 2036 Notes.
The following terms are relevant to the determination of the
redemption price.
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Treasury Rate means, with respect to any redemption
date, the rate per annum equal to the semi-annual equivalent
yield to maturity (computed as of the third business day
immediately preceding that redemption date) of the Comparable
Treasury Issue. In determining this rate, Reliance will assume a
price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
Comparable Treasury Issue means the United States
Treasury security selected by an Independent Investment Banker
as having an actual or interpolated maturity comparable to the
remaining term of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of
such Notes.
Independent Investment Banker means Citigroup Global
Markets Inc. or J.P. Morgan Securities Inc., or their
respective successors as may be appointed from time to time by
the trustee after consultation with Reliance; provided, however,
that if any of the foregoing ceases to be a primary
U.S. Government securities dealer in New York City (a
primary treasury dealer), Reliance will substitute
another primary treasury dealer.
Comparable Treasury Price means, with respect to any
redemption date, (1) the arithmetic average of the
Reference Treasury Dealer Quotations for such redemption date
after excluding the highest and lowest Reference Treasury Dealer
Quotations, or (2) if the trustee obtains fewer than four
Reference Treasury Dealer Quotations, the arithmetic average of
all Reference Treasury Dealer Quotations for such redemption
date.
Reference Treasury Dealer Quotations means, with
respect to each Reference Treasury Dealer and any redemption
date, the arithmetic average, as determined by the trustee, of
the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount)
quoted in writing to the trustee by such Reference Treasury
Dealer as of 3:30 p.m., New York City time, on the third
business day preceding such redemption date.
Reference Treasury Dealer means Citigroup Global
Markets Inc. and J.P. Morgan Securities Inc., and two other
primary treasury dealers selected by Reliance, and each of their
respective successors and any other primary treasury dealers
selected by the trustee after consultation with Reliance.
Remaining Scheduled Payments means, with respect to
any Note to be redeemed, the remaining scheduled payments of the
principal of and premium, if any, and interest on such Note that
would be due after the related redemption date but for such
redemption; provided, however, that, if such redemption date is
not an interest payment date with respect to such Note, the
amount of the next scheduled interest payment thereon will be
reduced by the amount of interest accrued thereon to such
redemption date.
A partial redemption of the Notes of either series may be
effected pro rata or by lot or by such method as the trustee may
deem fair and appropriate and may provide for the selection for
redemption of portions (equal to the minimum authorized
denomination for the Notes or any integral multiple thereof) of
the principal amount of Notes of a denomination larger than the
minimum authorized denomination for the Notes.
Notice of any redemption will be mailed at least 30 days
but not more than 60 days before the redemption date to
each holder of the Notes to be redeemed.
Unless Reliance defaults in payment of the redemption price, on
and after the redemption date interest will cease to accrue on
the Notes, or portions thereof, called for redemption.
Purchase
of Notes upon a Change of Control Repurchase Event
If a change of control repurchase event occurs, unless Reliance
has exercised its right to redeem the Notes as described above,
Reliance will be required to make an offer to each holder of the
Notes to repurchase all or any part (in excess of $2,000 and in
integral multiples of $1,000) of that holders Notes at a
repurchase price in cash equal to 101% of the aggregate
principal amount of the Notes repurchased plus any accrued and
unpaid interest on the Notes repurchased to, but not including,
the date of repurchase. Within 30 days following any change
of control repurchase event or, at the option of Reliance, prior
to any change of control, but after the public announcement of
the change of control, Reliance will mail a notice to each
holder, with a copy to the trustee, describing the transaction
or transactions that constitute or may constitute the change of
control repurchase event and offering to
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repurchase the Notes on the payment date specified in the
notice, which date will be no earlier than 30 days and no
later than 60 days from the date such notice is mailed. The
notice shall, if mailed prior to the date of consummation of the
change of control, state that the offer to purchase is
conditioned on a change of control repurchase event occurring on
or prior to the payment date specified in the notice. Reliance
will comply with the requirements of Rule
l4e-l under
the Exchange Act, and any other securities laws and regulations
thereunder to the extent those laws and regulations are
applicable in connection with the repurchase of the Notes as a
result of a change of control repurchase event. To the extent
that the provisions of any securities laws or regulations
conflict with the change of control repurchase event provisions
of the Notes, Reliance will comply with the applicable
securities laws and regulations and will not be deemed to have
breached its obligations under the change of control repurchase
event provisions of the Notes by virtue of such conflict.
On the repurchase date following a change of control repurchase
event, Reliance will, to the extent lawful:
(1) accept for payment all the Notes or portions of the
Notes properly tendered pursuant to its offer;
(2) deposit with the paying agent an amount equal to the
aggregate purchase price in respect of all the Notes or portions
of the Notes properly tendered; and
(3) deliver or cause to be delivered to the trustee the
Notes properly accepted, together with an officers
certificate stating the aggregate principal amount of Notes
being purchased by Reliance.
The paying agent will promptly mail to each holder of Notes
properly tendered the purchase price for the Notes, and the
trustee will promptly authenticate and mail (or cause to be
transferred by book-entry) to each holder a new note equal in
principal amount to any unpurchased portion of any Notes
surrendered.
Reliance will not be required to make an offer to repurchase the
Notes upon a change of control repurchase event if a third party
makes such an offer in the manner, at the times and otherwise in
compliance with the requirements for an offer made by Reliance
and such third party purchases all Notes properly tendered and
not withdrawn under its offer.
The change of control repurchase event feature of the Notes may
in certain circumstances make more difficult or discourage a
sale or takeover of Reliance and, thus, the removal of incumbent
management. The change of control repurchase event feature was a
result of negotiations between Reliance and the initial
purchasers that occurred prior to the issuance and sale of the
Notes. Reliance has no present intention to engage in a
transaction involving a change of control, although it is
possible that Reliance could decide to do so in the future.
Subject to the limitations discussed below, Reliance could, in
the future, enter into certain transactions, including
acquisitions, refinancings or other recapitalizations, that
would not constitute a change of control under the indenture,
but that could increase the amount of indebtedness outstanding
at such time or otherwise affect the capital structure of
Reliance or credit ratings on the Notes. Restrictions on the
ability of Reliance to incur Liens and enter into sale and
leaseback transactions are contained in the covenants as
described under Certain Covenants
Limitation on Liens and Certain
Covenants Limitation on Sale and Leaseback
Transactions. Except for the limitations contained in such
covenants and the covenant relating to repurchases upon the
occurrence of a change of control repurchase event, however, the
indenture will not contain any covenants or provisions that may
afford holders of the Notes protection in the event of a highly
leveraged transaction.
Reliance may not have sufficient funds to repurchase all the
Notes upon a change of control repurchase event. In addition,
even if it has sufficient funds, Reliance may be prohibited from
repurchasing the Notes under the terms of the Credit Agreement.
See Description of Certain Indebtedness and
Risk Factors Reliance may not be able to
repurchase all of the Notes upon a change of control repurchase
event.
For purposes of the foregoing discussion of a repurchase at the
option of holders, the following definitions are applicable:
change of control means the occurrence of any of the
following: (1) the direct or indirect sale, transfer,
conveyance or other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of
all or substantially all of the properties or assets of Reliance
and its subsidiaries taken as a whole to any person
(as that term is used in Section l3(d)(3) of the Exchange Act)
other than Reliance or one of its subsidiaries; (2) the
adoption of a plan relating to Reliances liquidation or
dissolution; or (3) the consummation of
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any transaction (including, without limitation, any merger or
consolidation) the result of which is that any
person (as defined above) becomes the beneficial
owner, directly or indirectly, of more than 50% of the then
outstanding number of shares of voting stock of Reliance.
change of control repurchase event means the
occurrence of both a change of control and a ratings event.
investment grade means a rating of Baa3 or better by
Moodys (or its equivalent under any successor rating
categories of Moodys); a rating of BBB- or better by
S&P (or its equivalent under any successor rating categories
of S&P); and the equivalent investment grade credit rating
from any additional rating agency or rating agencies selected by
Reliance.
Moodys means Moodys Investors Service
Inc.
rating agency means (1) each of Moodys
and S&P; and (2) if either of Moodys or S&P
ceases to rate the Notes or fails to make a rating of the Notes
publicly available for reasons outside of the control of
Reliance, a nationally recognized statistical rating
organization within the meaning of
Rule 15c3-l(c)(2)(vi)(F)
under the Exchange Act, selected by Reliance (as certified by a
resolution of the board of directors of Reliance) as a
replacement agency for Moodys or S&P, or both, as the
case may be.
rating category means (1) with respect to
S&P, any of the following categories: BBB, BB, B, CCC, CC, C
and D (or equivalent successor categories); (2) with
respect to Moodys, any of the following categories: Baa,
Ba, B, Caa, Ca, C and D (or equivalent successor categories);
and (3) the equivalent of any such category of S&P or
Moodys used by another rating agency. In determining
whether the rating of the Notes has decreased by one or more
gradations, gradations within rating categories (+ and −
for S&P; 1, 2 and 3 for Moodys; or the equivalent
gradations for another rating agency) shall be taken into
account (e.g. with respect to S&P, a decline in a rating
from BB+ to BB, as well as from BB− to B+, will constitute
a decrease of one gradation).
rating date means the date which is 60 days
prior to the earlier of (1) a change of control or
(2) public notice of the occurrence of a change of control
or of the intention by Reliance to effect a change of control.
ratings event means the occurrence of the events
described in (a) or (b) below on, or within
60 days after the earlier of, (1) the occurrence of a
change of control or (2) public notice of the occurrence of
a change of control or the intention by Reliance to effect a
change of control (which period shall be extended so long as the
rating of the Notes is under publicly announced consideration
for a possible downgrade by any of the rating agencies):
(a) in the event the Notes are rated by both rating
agencies on the rating date as investment grade, the rating of
the Notes shall be reduced so that the Notes are rated below
investment grade by both rating agencies, or (b) in the
event the Notes (i) are rated investment grade by one
rating agency and below investment grade by the other rating
agency or (ii) below investment grade by both rating
agencies on the rating date, the rating of the Notes by either
rating agency shall be decreased by one or more gradations
(including gradations within rating categories, as well as
between rating categories). Notwithstanding the foregoing, a
ratings event otherwise arising by virtue of a particular
reduction in rating shall not be deemed to have occurred in
respect of a particular change of control (and thus shall not be
deemed a ratings event for purposes of the definition of change
of control repurchase event hereunder) if the rating agencies
making the reduction in rating to which this definition would
otherwise apply do not announce or publicly confirm or inform
the trustee in writing at its request that the reduction was the
result, in whole or in part, of any event or circumstance
comprised of or arising as a result of, or in respect of, the
applicable change of control (whether or not the applicable
change of control shall have occurred at the time of the ratings
event).
S&P means Standard & Poors, a
division of The McGraw-Hill Companies, Inc.
voting stock of any specified person (as
that term is used in Section 13(d)(3) of the Exchange Act)
as of any date means the capital stock of such person that is at
the time entitled to vote generally in the election of the board
of directors of such person.
Further
Issuances
Reliance may from time to time, without notice to or the consent
of the holders of the Notes, create and issue additional Notes
of either series having the same terms as, and ranking equally
and ratably with, the Notes of such series in all respects
(except for the issue date and, if applicable, the payment of
interest accruing prior to the issue
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date of such additional notes and the first payment of interest
following the issue date of such additional notes). These
additional notes may be guaranteed by the subsidiary guarantors
on the same basis as the Notes. Such additional notes (and
related guarantees) may be consolidated and form a single series
with, and will have the same terms as to ranking, redemption,
waivers, amendments or otherwise as, the Notes of the relevant
series, and will vote together as one class on all matters with
respect to the Notes (and related guarantees) of such series.
Certain
Covenants
Except as set forth below, neither Reliance nor any of its
subsidiaries will be restricted by the indenture from:
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incurring any indebtedness or other obligation;
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paying dividends or making distributions on the capital stock of
Reliance or of such subsidiaries; or
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purchasing or redeeming capital stock of Reliance or such
subsidiaries.
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In addition, Reliance will not be required to maintain any
financial ratios or specified levels of net worth or liquidity
or to repurchase or redeem or otherwise modify the terms of any
of the Notes upon a change of control or other events involving
Reliance or any of its subsidiaries which may adversely affect
the creditworthiness of the Notes, except to the limited extent
provided under Purchase of Notes upon a Change
of Control Repurchase Event. Among other things, the
indenture will not contain covenants designed to afford holders
of the Notes any protections in the event of a highly leveraged
or other transaction involving Reliance that may adversely
affect holders of the Notes, except to the limited extent
provided under Purchase of Notes upon a Change
of Control Repurchase Event.
The indenture will contain the following principal covenants:
Limitation
on Liens
Reliance will not directly or indirectly incur, and will not
permit any of its subsidiaries to directly or indirectly incur,
any indebtedness secured by a mortgage, security interest,
pledge, lien, charge or other similar encumbrance (collectively,
Liens) upon (a) any properties or assets,
including capital stock, of Reliance or any of its subsidiaries
or (b) any shares of stock or indebtedness of any of its
subsidiaries (whether such property, assets, shares or
indebtedness are now existing or owned or hereafter created or
acquired), in each case, unless prior to or at the same time,
the Notes or, in respect of Liens on any property or assets of
any subsidiary guarantor, the guarantees, if any (together with,
at the option of Reliance, any other indebtedness or guarantees
of Reliance or any of its subsidiaries ranking equally in right
of payment with the Notes or such guarantee) are equally and
ratably secured with or, at the option of Reliance, prior to,
such secured indebtedness.
The foregoing restriction does not apply to:
(1) Liens on property, shares of stock or indebtedness
existing with respect to any person at the time such person
becomes a subsidiary of Reliance or a subsidiary of any
subsidiary of Reliance, provided that such Lien was not incurred
in anticipation of such person becoming a subsidiary;
(2) Liens on property, shares of stock or indebtedness
existing at the time of acquisition by Reliance or any of its
subsidiaries or a subsidiary of any subsidiary of Reliance of
such property, shares of stock or indebtedness (which may
include property previously leased by Reliance or any of its
subsidiaries and leasehold interests on such property; provided
that the lease terminates prior to or upon the acquisition) or
Liens on property, shares of stock or indebtedness to secure the
payment of all or any part of the purchase price of such
property, shares of stock or indebtedness, or Liens on property,
shares of stock or indebtedness to secure any indebtedness for
borrowed money incurred prior to, at the time of, or within
18 months after, the latest of the acquisition of such
property, shares of stock or indebtedness or, in the case of
property, the
25
completion of construction, the completion of improvements or
the commencement of substantial commercial operation of such
property for the purpose of financing all or any part of the
purchase price of the property, the construction or the making
of the improvements;
(3) Liens securing indebtedness of Reliance or any of
Reliances subsidiaries owing to Reliance or any of its
subsidiaries;
(4) Liens existing on the date of the initial issuance of
the Old Notes (other than any additional notes);
(5) Liens on property or assets of a person existing at the
time such person is merged into or consolidated with Reliance or
any of its subsidiaries, at the time such person becomes a
subsidiary of Reliance, or at the time of a sale, lease or other
disposition of all or substantially all of the properties or
assets of a person to Reliance or any of its subsidiaries,
provided that such Lien was not incurred in anticipation of the
merger, consolidation, or sale, lease, other disposition or
other such transaction;
(6) Liens created in connection with a project financed
with, and created to secure, a Non-recourse Obligation;
(7) Liens securing the Notes (including any additional
notes) and any Liens that secure debt under the Credit Agreement
and the private notes equally and ratably with Liens securing
the Notes;
(8) Liens imposed by law, such as carriers,
warehousemens and mechanics Liens and other similar
Liens, in each case for sums not yet overdue by more than 30
calendar days or being contested in good faith by appropriate
proceedings or other Liens arising out of judgments or awards
against such Person with respect to which such Person shall then
be proceeding with an appeal or other proceedings for review and
Liens arising solely by virtue of any statutory or common law
provision relating to bankers Liens, rights of set-off or
similar rights and remedies as to deposit accounts or other
funds maintained with a creditor depository institution;
(9) Liens for taxes, assessments or other governmental
charges not yet due or payable or subject to penalties for
non-payment or which are being contested in good faith by
appropriate proceedings;
(10) Liens to secure the performance of bids, trade
contracts, leases, statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature,
in each case in the ordinary course of business; or
(11) any extensions, renewals or replacements of any Lien
referred to in clauses (1) through (10) without
increase of the principal of the indebtedness secured by such
Lien; provided, however, that any Liens permitted by any of
clauses (1) through (10) shall not extend to or cover
any property of Reliance or any of its subsidiaries, as the case
may be, other than the property specified in such clauses and
improvements to such property.
Notwithstanding the restrictions set forth in the preceding
paragraph, Reliance and its subsidiaries will be permitted to
incur indebtedness secured by a Lien which would otherwise be
subject to the foregoing restrictions without equally and
ratably securing the Notes or, in respect of Liens on property
or assets of any subsidiary guarantors, their guarantees, if
any, provided that, after giving effect to such indebtedness,
the aggregate amount of all indebtedness secured by Liens (not
including Liens permitted under clauses (1) through
(11) above), together with all attributable debt
outstanding pursuant to the second paragraph of the
Limitation on Sale and Leaseback
Transactions covenant described below, does not exceed 15%
of the Consolidated Net Tangible Assets of Reliance calculated
as of the date of the creation or incurrence of the Lien.
Reliance and its subsidiaries also may, without equally and
ratably securing the Notes, create or incur Liens that extend,
renew, substitute or replace (including successive extensions,
renewals, substitutions or replacements), in whole or in part,
any Lien permitted pursuant to the preceding sentence.
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Limitation
on Sale and Leaseback Transactions
Reliance will not directly or indirectly, and will not permit
any of its subsidiaries directly or indirectly to, enter into
any sale and leaseback transaction for the sale and leasing back
of any property, whether now owned or hereafter acquired, unless:
(1) such transaction was entered into prior to the date of
the initial issuance of the Old Notes (other than any additional
notes),
(2) such transaction was for the sale and leasing back to
Reliance of any property by one of its subsidiaries,
(3) such transaction involves a lease for not more than
three years (or which may be terminated by Reliance or its
subsidiaries within a period of not more than three years),
(4) Reliance would be entitled to incur indebtedness
secured by a Lien with respect to such sale and leaseback
transaction without equally and ratably securing the Notes
pursuant to the second paragraph of the
Limitation on Liens covenant described
above, or
(5) Reliance applies an amount equal to the net proceeds
from the sale of such property to the purchase of other property
or assets used or useful in its business or to the retirement of
long-term indebtedness within 365 days before or after the
effective date of any such sale and leaseback transaction;
provided that, in lieu of applying such amount to the retirement
of long-term indebtedness, Reliance may deliver Notes to the
trustee for cancellation, such Notes to be credited at the cost
thereof to it.
Notwithstanding the restrictions set forth in the preceding
paragraph, Reliance and its subsidiaries may enter into any sale
and leaseback transaction which would otherwise be subject to
the foregoing restrictions, if after giving effect thereto the
aggregate amount of all attributable debt with respect to such
transactions, together with all indebtedness outstanding
pursuant to the third paragraph of the
Limitation on Liens covenant described
above, does not exceed 15% of the Consolidated Net Tangible
Assets of Reliance calculated as of the closing date of the sale
and leaseback transaction.
Merger,
Consolidation or Sale of Assets
Reliance and any subsidiary guarantor may, without the consent
of the holders of any outstanding Notes (including any
additional notes), consolidate with or sell, lease or convey all
or substantially all of its or their properties or assets to, or
merge with or into, any other person, provided that:
(1) Reliance or, in the case of any subsidiary guarantor,
Reliance or such subsidiary guarantor is the continuing person
or, alternatively, the successor person formed by or resulting
from such consolidation or merger, or the person which receives
the transfer of such properties or assets, is a corporation or
limited liability company organized under the laws of any state
or the District of Columbia and expressly assumes the
obligations of Reliance or the obligations of such subsidiary
guarantor, as the case may be, under the Notes and such
subsidiary guarantors guarantee (provided that such person
need not assume the obligations of any such subsidiary guarantor
if such person would not, after giving effect to such
transaction, be required to guarantee the Notes under the
requirements described in Guarantees
above),
(2) immediately after giving effect to such transaction, no
event of default and no event which, after notice or the lapse
of time, or both, would become an event of default has occurred
and is continuing, and
(3) an officers certificate and legal opinion are
delivered to the trustee, each stating that the consolidation,
merger, conveyance or transfer complies with clauses (1)
and (2) above.
The successor person will succeed to, and be substituted for,
Reliance or the subsidiary guarantor, as the case may be, and
may exercise all of the rights and powers of Reliance or the
subsidiary guarantor, as the case may be, under the indenture.
Reliance or such subsidiary guarantor will be relieved of all
obligations and covenants under the Notes or the guarantees, as
the case may be, and the indenture to the extent Reliance or
such subsidiary guarantor was the predecessor person, provided,
that in the case of a lease of all or substantially all of the
properties or assets of
27
Reliance, Reliance will not be released from the obligation to
pay the principal of and premium, if any, and interest on the
Notes.
Notwithstanding any provision to the contrary, this covenant
will cease to apply to any subsidiary guarantor immediately upon
any merger or consolidation of that subsidiary guarantor into
Reliance or any other subsidiary guarantor in accordance with
this covenant or upon any other termination of the guarantees of
that subsidiary guarantor in accordance with the indenture.
SEC
Reports
At any time that Reliance is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, so
long as any Notes are outstanding, Reliance will furnish to the
trustee and make available on its website copies of such annual
and quarterly reports and such information, documents and other
reports as are required under Sections 13 and 15(d) of the
Exchange Act and applicable to a U.S. corporation (and not
a foreign private issuer) subject to such provisions, within
15 days after the date specified for the filing with the
SEC of such information, documents and reports under such
provisions (it being understood that the filing of such reports
with the SEC shall be deemed to constitute the furnishing of
such reports to the trustee). If at any time Reliance is not
subject to Section 13 or 15(d) of the Exchange Act,
Reliance will furnish to holders and prospective investors, upon
their request, the information specified in Rule 144A(d)(4)
under the Securities Act.
Events of
Default
Each of the following is an event of default under
the indenture with respect to a series of Notes:
(1) a default in any payment of interest on any Note of
such series when due, which continues for 30 days;
(2) a default in the payment of principal of or premium, if
any, on any Note of such series when due at its stated maturity
date, upon optional redemption or otherwise;
(3) a failure by Reliance to repurchase Notes of such
series tendered for repurchase following the occurrence of a
change of control repurchase event in conformity with the
covenant set forth under Purchase of Notes
upon a Change of Control Repurchase Event;
(4) a failure by Reliance or any subsidiary guarantor
guaranteeing the Notes to comply with their other agreements
contained in the indenture, which continues for 90 days
after written notice thereof to Reliance by the trustee or to
Reliance and the trustee by the holders of not less than 25% in
principal amount of the outstanding Notes (including any
additional notes) of such series;
(5) (a) failure to make any payment at maturity,
including any applicable grace period, on any indebtedness of
Reliance or any of its subsidiary guarantors (other than
indebtedness of Reliance or of a subsidiary owing to Reliance or
any of its subsidiaries) outstanding in an amount in excess of
$30,000,000 and continuance of this failure to pay or (b) a
default on any indebtedness of Reliance or any of its subsidiary
guarantors (other than indebtedness owing to Reliance or any of
its subsidiaries), which default results in the acceleration of
such indebtedness in an amount in excess of $30,000,000 without
such indebtedness having been discharged or the acceleration
having been cured, waived, rescinded or annulled, in the case of
clause (a) or (b) above, for a period of 30 days
after written notice thereof to Reliance by the trustee or to
Reliance and the trustee by the holders of not less than 25% in
principal amount of outstanding Notes (including any additional
notes) of such series; provided, however, that if any failure,
default or acceleration referred to in clause (a) or
(b) above ceases or is cured, waived, rescinded or
annulled, then the event of default will be deemed cured;
(6) the guarantee of any subsidiary guarantor guaranteeing
the Notes of such series ceases to be in full force and effect
or such subsidiary guarantor denies or disaffirms in writing its
obligations under the indenture or its guarantee, in each case,
other than any such cessation, denial or disaffirmation in
connection with a termination of its guarantee provided for in
the indenture; and
(7) various events in bankruptcy, insolvency or
reorganization involving Reliance or any subsidiary guarantor
guaranteeing the notes of such series.
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An event of default under one series of Notes does not
necessarily constitute an event of default under any other
series of Notes. The foregoing will constitute an event of
default whatever the reason for any such event of default and
whether it is voluntary or involuntary or is effected by
operation of any law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any
administrative or governmental body.
If an event of default occurs and is continuing, the trustee or
the holders of at least 25% in aggregate principal amount of the
outstanding Notes (including any additional notes) of the
relevant series by notice to Reliance may declare the principal
of, and premium, if any, and accrued and unpaid interest on, all
the Notes to be due and payable. Upon this declaration,
principal and premium, if any, and interest will be immediately
due and payable. If an event of default relating to certain
events of bankruptcy, insolvency or reorganization of Reliance
or any subsidiary guarantor occurs and is continuing, the
principal of and premium, if any, and accrued interest on all
Notes (including any additional notes) will become immediately
due and payable without any declaration or other act on the part
of the trustee or any holders. Under some circumstances, the
holders of a majority in aggregate principal amount of the
outstanding Notes (including any additional notes) of a series
may rescind any acceleration with respect to the Notes of such
series and its consequences.
If an event of default occurs and is continuing, the trustee, in
conformity with its duties under the indenture, will exercise
all rights or powers under the indenture at the request or
direction of any of the holders; provided that the holders
provide the trustee with a reasonable indemnity or security
against any loss, liability or expense. Except to enforce the
right to receive payment of principal, premium, if any, or
interest when due, no holder of the Notes may pursue any remedy
with respect to the indenture or the Notes unless:
(1) the holder previously notified the trustee that an
event of default is continuing;
(2) holders of at least 25% in aggregate principal amount
of the outstanding Notes (including any additional notes) of the
relevant series requested the trustee to pursue the remedy;
(3) the requesting holders offered the trustee reasonable
security or indemnity against any loss, liability or expense;
(4) the trustee has not complied with the holders
request within 60 days after the receipt of the request and
the offer of security or indemnity; and
(5) the holders of a majority in principal amount of the
outstanding Notes (including any additional notes) of the
relevant series have not given the trustee a direction
inconsistent with the request within the
60-day
period.
Generally, the holders of a majority in principal amount of the
outstanding Notes (including any additional notes) of the
relevant series will have the right to direct the time, method
and place of conducting any proceeding for any remedy available
to the trustee or of exercising any trust or power conferred on
the trustee. The trustee may, however, refuse to follow any
direction that conflicts with law or the indenture or that the
trustee determines is unduly prejudicial to the rights of any
other holder or that would involve the trustee in personal
liability.
If a default occurs and is continuing and is known to the
trustee, the trustee must mail to each holder notice of the
default within 90 days after it is known to the trustee.
Except in the case of a default in the payment of principal or
premium, if any, or interest on any Note, the trustee may
withhold notice if the trustee determines in good faith that
withholding notice is not opposed to the interests of the
holders.
Reliance will also be required to deliver to the trustee, within
120 days after the end of each fiscal year, an
officers certificate indicating whether the signers of the
certificate know of any default under the indenture that
occurred during the previous year. In addition, Reliance will be
required to notify the trustee within 30 days of any event
which would constitute various defaults, their status and what
action Reliance is taking or proposes to take in respect of
these defaults.
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Definitions
The indenture contains the following defined terms:
attributable debt means, with respect to any sale
and leaseback transaction, at the time of determination, the
lesser of (1) the sale price of the property so leased
multiplied by a fraction the numerator of which is the remaining
portion of the base term of the lease included in such
transaction and the denominator of which is the base term of
such lease, and (2) the total obligation (discounted to the
present value at the implicit interest factor, determined in
accordance with GAAP, included in the rental payments) of the
lessee for rental payments (other than amounts required to be
paid on account of property taxes as well as maintenance,
repairs, insurance, water rates and other items which do not
constitute payments for property rights) during the remaining
portion of the base term of the lease included in such
transaction.
Consolidated Net Tangible Assets means, as of the
time of determination, the aggregate amount of the assets of
Reliance and the assets of its consolidated subsidiaries after
deducting (1) all goodwill, trade names, trademarks,
service marks, patents, unamortized debt discount and expense
and other intangible assets and (2) all current
liabilities, as reflected on the most recent consolidated
balance sheet prepared by Reliance in accordance with GAAP
contained in an annual report on
Form 10-K
or a quarterly report on
Form 10-Q
timely filed or any amendment thereto (and not subsequently
disclaimed as not being reliable by Reliance) pursuant to the
Exchange Act by Reliance prior to the time as of which
Consolidated Net Tangible Assets is being determined.
Domestic Subsidiary means a subsidiary other than a
Foreign Subsidiary.
Foreign Subsidiary means any subsidiary that is not
organized under the laws of the United States of America or any
state thereof or the District of Columbia and any subsidiary of
such subsidiary.
GAAP means generally accepted accounting principles
in the United States of America in effect from time to time.
guarantee means any obligation, contingent or
otherwise, of any person directly or indirectly guaranteeing any
indebtedness of any other person and any obligation, direct or
indirect, contingent or otherwise, of such person (1) to
purchase or pay (or advance or supply funds for the purchase or
payment of) such indebtedness of such other person (whether
arising by virtue of partnership arrangements, or by agreement
to keep well, to purchase assets, goods, securities or services,
to take or pay or to maintain financial statement conditions or
otherwise) or (2) entered into for purposes of assuring in
any other manner the obligee of such indebtedness of the payment
thereof or to protect such obligee against loss in respect
thereof (in whole or in part); provided, however, that the term
guarantee will not include endorsements for
collection or deposit in the ordinary course of business. The
term guarantee, when used as a verb, has a
correlative meaning.
holder means the person in whose name a Note is
registered on the security register books.
incur means issue, assume, guarantee or otherwise
become liable for.
indebtedness means, with respect to any person,
obligations (other than Non-recourse Obligations) of such person
for borrowed money (including without limitation, indebtedness
for borrowed money evidenced by notes, bonds, debentures or
similar instruments).
Non-recourse Obligation means indebtedness or other
obligations substantially related to (1) the acquisition of
assets not previously owned by Reliance, any subsidiary
guarantor or any other direct or indirect subsidiaries of
Reliance or (2) the financing of a project involving the
development or expansion of properties of Reliance, any
subsidiary guarantor or any other direct or indirect
subsidiaries of Reliance, as to which the obligee with respect
to such indebtedness or obligation has no recourse to Reliance,
any subsidiary guarantor or any other direct or indirect
subsidiary of Reliance or any of a subsidiary guarantors
or such subsidiarys assets other than the assets which
were acquired with the proceeds of such transaction or the
project financed with the proceeds of such transaction (and the
proceeds thereof).
person means any individual, corporation,
partnership, limited liability company, joint venture,
association, joint-stock company, trust, unincorporated
organization or government or political subdivision thereof.
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subsidiary means, with respect to any person (the
parent) at any date, any corporation, limited
liability company, partnership, association or other entity the
accounts of which would be consolidated with those of the parent
in the parents consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of
that date, as well as any other corporation, limited liability
company, partnership, association or other entity of which
securities or other ownership interests representing more than
50% of the equity or more than 50% of the ordinary voting power
or, in the case of a partnership, more than 50% of the general
partnership interests are, as of that date, owned, controlled or
held by the parent or one or more subsidiaries of the parent or
by the parent and one or more subsidiaries of the parent.
Modification
and Waivers
Modification and amendments of the indenture and the Notes of a
series may be made by Reliance, the subsidiary guarantors and
the trustee with the consent of the holders of not less than a
majority in aggregate principal amount of the outstanding Notes
of such series; provided, however, that no such modification or
amendment may, without the consent of the holder of each
outstanding Note of the series affected thereby:
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change the stated maturity of the principal of, or installment
of interest on, any Note;
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reduce the principal amount of, or the rate of interest on, any
Notes;
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reduce any premium, if any, payable on the redemption or
required repurchase of any Note or change the date on which any
Note may be redeemed or required to be repurchased;
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change the coin or currency in which the principal of, premium,
if any, or interest on any Note is payable;
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release the guarantees of any subsidiary guarantor (except as
otherwise provided in the indenture) or make any changes to such
guarantees in a manner adverse to the holders;
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impair the right of any holder to institute suit for the
enforcement of any payment on or after the stated maturity of
any Notes;
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reduce the percentage in principal amount of the outstanding
Notes of such series, the consent of whose holders is required
in order to take certain actions;
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reduce the requirements for quorum or voting by holders of Notes
of such series in the indenture or the Notes;
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modify any of the provisions in the indenture regarding the
waiver of past defaults and the waiver of certain covenants by
the holders of Notes except to increase any percentage vote
required or to provide that certain other provisions of the
indenture cannot be modified or waived without the consent of
the holder of each Note affected thereby; or
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modify any of the above provisions.
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Reliance, the subsidiary guarantors and the trustee may, without
the consent of any holders, modify or amend the terms of the
indenture and the Notes of a series with respect to the
following:
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to cure any ambiguity, omission, defect or inconsistency;
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to evidence the succession of another person to Reliance or any
subsidiary guarantor and the assumption by any such successor of
the obligations of Reliance or such subsidiary guarantor, as
described above under Covenants Merger,
Consolidation or Sale of Assets;
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to add any additional events of default;
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to add to the covenants of Reliance for the benefit of holders
of the Notes of such series or to surrender any right or power
conferred upon Reliance;
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to add one or more guarantees for the benefit of holders of the
Notes;
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to evidence the release of any subsidiary guarantor from its
guarantee of the Notes pursuant to the terms of the indenture;
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to add collateral security with respect to the Notes of such
series;
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to add or appoint a successor or separate trustee or other agent;
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to provide for the issuance of any additional notes of such
series;
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to comply with any requirement in connection with the
qualification of the indenture under the Trust Indenture Act;
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to comply with the rules of any applicable securities depository;
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to provide for uncertificated Notes in addition to or in place
of certificated Notes; and
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to make any change if the change does not adversely affect the
interests of any holder of Notes of such series.
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The holders of at least a majority in aggregate principal amount
of the Notes of a series may, on behalf of the holders of all
Notes of such series, waive compliance by Reliance with certain
restrictive provisions of the indenture with respect to the
Notes of such series. The holders of no less than a majority in
aggregate principal amount of the outstanding Notes of a series
may, on behalf of the holders of all Notes of such series, waive
any past default and its consequences under the indenture with
respect to the Notes of such series, except a default
(1) in the payment of principal or premium, if any, or
interest on Notes or (2) in respect of a covenant or
provision of the indenture that cannot be modified or amended
without the consent of the holder of each Note. Upon any such
waiver, such default shall cease to exist and any event of
default arising therefrom shall be deemed to have been cured for
every purpose of the indenture with respect to such series of
Notes; but no such waiver shall extend to any subsequent or
other default or event of default or impair any rights
consequent thereon.
Satisfaction
and Discharge
Reliance may discharge its obligations under the indenture with
respect to the Notes of a series while Notes of such series
remain outstanding if the Notes of such series either have
become due and payable or will become due and payable within one
year (or are scheduled for redemption within one year) by
depositing with the trustee, in trust, funds in
U.S. dollars in an amount sufficient to pay the entire
indebtedness including the principal and premium, if any, and
interest to the date of such deposit (if the Notes have become
due and payable) or to the maturity thereof or the date of
redemption of the Notes, as the case may be and paying all other
amounts payable under the indenture.
Defeasance
and Covenant Defeasance
The indenture will provide that Reliance may elect either
(1) to defease and be discharged from any and all
obligations with respect to the Notes of a series (except for,
among other things, certain obligations to register the transfer
or exchange of the Notes, to replace temporary or mutilated,
destroyed, lost or stolen Notes, to maintain an office or agency
with respect to the Notes and to hold moneys for payment in
trust) (legal defeasance) or (2) to be released
from its obligations to comply with the restrictive covenants
under the indenture with respect to the Notes of such series,
and any omission to comply with such obligations will not
constitute a default or an event of default with respect to the
Notes of such series and clauses (4) and (5) under
Events of Default will no longer be
applied (covenant defeasance). Legal defeasance or
covenant defeasance, as the case may be, will be conditioned
upon, among other things, the irrevocable deposit by Reliance
with the trustee, in trust, of an amount in U.S. dollars,
or U.S. Government obligations, or both, applicable to the
Notes of the relevant series which through the scheduled payment
of principal and interest in accordance with their terms will
provide money in an amount sufficient to pay the principal or
premium, if any, and interest on the Notes of such series on the
scheduled due dates therefor.
If Reliance effects covenant defeasance with respect to the
Notes of a series and the Notes of such series are declared due
and payable because of the occurrence of any event of default
other than under clauses (4) and (5) of
Events of Default, even if the amount in
U.S. dollars, or U.S. Government obligations, or both,
on deposit with the trustee is sufficient, in the opinion of a
nationally recognized firm of independent accountants, to pay
amounts due on the Notes of such series at the time of the
stated maturity, it may not be sufficient to pay amounts due on
the Notes at the time of the acceleration resulting from such
event of default. However, Reliance would remain liable to make
payment of such amounts due at the time of acceleration.
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To effect legal defeasance or covenant defeasance, Reliance will
be required to deliver to the trustee an opinion of counsel that
the deposit and related defeasance will not cause the holders
and beneficial owners of the Notes to recognize income, gain or
loss for U.S. federal income tax purposes. If Reliance
elects legal defeasance, that opinion of counsel must be based
upon a ruling from the Internal Revenue Service or a change in
law to that effect.
Reliance may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance
option.
Same-day
Settlement and Payment
The New Notes will trade in the
same-day
funds settlement system of DTC until maturity or until Reliance
issues the New Notes in certificated form. DTC will therefore
require secondary market trading activity in the New Notes to
settle in immediately available funds. Reliance can give no
assurance as to the effect, if any, of settlement in immediately
available funds on trading activity in the New Notes.
Book-entry;
Delivery and Form; Global Notes
The New Notes of each series will be represented by one or more
global notes in definitive, fully registered form without
interest coupons. Each global note will be deposited with the
trustee as custodian for DTC and registered in the name of a
nominee of DTC in New York, New York for the accounts of
participants in DTC.
Investors may hold their interests in a global note directly
through DTC if they are DTC participants, or indirectly through
organizations that are DTC participants. Except in the limited
circumstances described below, holders of New Notes represented
by interests in a global note will not be entitled to receive
their New Notes in fully registered certificated form.
DTC has advised as follows: DTC is a limited-purpose trust
company organized under New York Banking Law, a banking
organization within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a clearing
corporation within the meaning of the New York Uniform
Commercial Code and a clearing agency registered
pursuant to the provisions of Section 17A of the Exchange
Act. DTC was created to hold securities of institutions that
have accounts with DTC (participants) and to
facilitate the clearance and settlement of securities
transactions among its participants in such securities through
electronic book-entry changes in accounts of the participants,
thereby eliminating the need for physical movement of securities
certificates. DTCs participants include securities brokers
and dealers (which may include the initial purchasers), banks,
trust companies, clearing corporations and certain other
organizations. Access to DTCs book-entry system is also
available to others such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial
relationship with a participant, whether directly or indirectly.
Ownership
of Beneficial Interests
Upon the issuance of each global note, DTC will credit, on its
book-entry registration and transfer system, the respective
principal amount of the individual beneficial interests
represented by the global note to the accounts of participants.
Ownership of beneficial interests in each global note will be
limited to participants or persons that may hold interests
through participants. Ownership of beneficial interests in each
global note will be shown on, and the transfer of those
ownership interests will be effected only through, records
maintained by DTC (with respect to participants interests)
and such participants (with respect to the owners of beneficial
interests in the global note other than participants).
So long as DTC or its nominee is the registered holder and owner
of a global note, DTC or such nominee, as the case may be, will
be considered the sole legal owner of the New Notes represented
by the global note for all purposes under the indenture, the New
Notes and applicable law. Except as set forth below, owners of
beneficial interests in a global note will not be entitled to
receive certificated New Notes and will not be considered to be
the owners or holders of any New Notes under the global note.
Reliance understands that under existing industry practice, in
the event an owner of a beneficial interest in a global note
desires to take any actions that DTC, as the holder of the
global note, is entitled to take, DTC would authorize the
participants to take such action, and that participants would
authorize beneficial owners owning through such participants to
take such action or would
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otherwise act upon the instructions of beneficial owners owning
through them. No beneficial owner of an interest in a global
note will be able to transfer the interest except in accordance
with DTCs applicable procedures, in addition to those
provided for under the indenture. Because DTC can only act on
behalf of participants, who in turn act on behalf of others, the
ability of a person having a beneficial interest in a global
note to pledge that interest to persons that do not participate
in the DTC system, or otherwise to take actions in respect of
that interest, may be impaired by the lack of physical
certificate of that interest.
All payments on the New Notes represented by a global note
registered in the name of and held by DTC or its nominee will be
made to DTC or its nominee, as the case may be, as the
registered owner and holder of the global note.
Reliance expects that DTC or its nominee, upon receipt of any
payment of principal, premium, if any, or interest in respect of
a global note, will credit participants accounts with
payments in amounts proportionate to their respective beneficial
interests in the principal amount of the global note as shown on
the records of DTC or its nominee, Reliance also expects that
payments by participants to owners of beneficial interests in
the global note held through such participants will be governed
by standing instructions and customary practices as is now the
case with securities held for accounts for customers registered
in the names of nominees for such customers. These payments,
however, will be the responsibility of such participants and
indirect participants, and neither Reliance, the trustee nor any
paying agent will have any responsibility or liability for any
aspect of the records relating to, or payments made on account
of, beneficial ownership interests in any global note or for
maintaining, supervising or reviewing any records relating to
such beneficial ownership interests or for any other aspect of
the relationship between DTC and its participants or the
relationship between such participants and the owners of
beneficial interests in the global note.
Unless and until it is exchanged in whole or in part for
certificated New Notes, each global note may not be transferred
except as a whole by DTC to a nominee of DTC or by a nominee of
DTC to DTC or another nominee of DTC. Transfers between
participants in DTC will be effected in the ordinary way in
accordance with DTC rules and will be settled in
same-day
funds.
Reliance expects that DTC will take any action permitted to be
taken by a holder of New Notes only at the direction of one or
more participants to whose account the DTC interests in a global
note are credited and only in respect of such portion of the
aggregate principal amount of the New Notes as to which such
participant or participants has or have given such direction.
Although Reliance expects that DTC will agree to the foregoing
procedures in order to facilitate transfers of interests in each
global note among participants of DTC, DTC is under no
obligation to perform or continue to perform such procedures,
and such procedures may be discontinued at any time. Neither
Reliance nor the trustee will have any responsibility for the
performance or nonperformance by DTC or their participants or
indirect participants of their respective obligations under the
rules and procedures governing their operations.
The indenture provides that, if (1) DTC notifies Reliance
that it is unwilling or unable to continue as depository or if
DTC ceases to be eligible under the indenture and Reliance does
not appoint a successor depository within 90 days,
(2) Reliance determines that the New Notes shall no longer
be represented by global notes and executes and delivers to the
trustee a company order to such effect or (3) an event of
default with respect to the New Notes shall have occurred and be
continuing, DTC may exchange the global notes for New Notes in
certificated form of like tenor and of an equal principal
amount, in authorized denominations. These certificated New
Notes will be registered in such name or names as DTC shall
instruct the trustee. It is expected that such instructions may
be based upon directions received by DTC from participants with
respect to ownership of beneficial interests in global
securities.
The information in this section concerning DTC and DTCs
book-entry system has been obtained from sources that Reliance
believes to be reliable, but Reliance does not take
responsibility for its accuracy.
Euroclear
and Clearstream, Luxembourg
If the depositary for a global security is DTC, you may hold
interests in the global notes through Clearstream Banking,
société anonyme, which is referred to as
Clearstream, Luxembourg, or Euroclear Bank
S.A./N.V., as
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operator of the Euroclear System, which is referred to as
Euroclear, in each case, as a participant in DTC.
Euroclear and Clearstream, Luxembourg will hold interests, in
each case, on behalf of their participants through
customers securities accounts in the names of Euroclear
and Clearstream, Luxembourg on the books of their respective
depositaries, which in turn will hold such interests in
customers securities in the depositaries names on
DTCs books.
Payments, deliveries, transfers, exchanges, notices and other
matters relating to the New Notes made through Euroclear or
Clearstream, Luxembourg must comply with the rules and
procedures of those systems. Those systems could change their
rules and procedures at any time. Reliance has no control over
those systems or their participants, and it takes no
responsibility for their activities. Transactions between
participants in Euroclear or Clearstream, Luxembourg, on the one
hand, and other participants in DTC, on the other hand, would
also be subject to DTCs rules and procedures.
Investors will be able to make and receive through Euroclear and
Clearstream, Luxembourg payments, deliveries, transfers,
exchanges, notices and other transactions involving any
securities held through those systems only on days when those
systems are open for business. Those systems may not be open for
business on days when banks, brokers and other institutions are
open for business in the United States.
In addition, because of time-zone differences,
U.S. investors who hold their interests in the New Notes
through these systems and wish on a particular day, to transfer
their interests, or to receive or make a payment or delivery or
exercise any other right with respect to their interests, may
find that the transaction will not be effected until the next
business day in Luxembourg or Brussels, as applicable. Thus,
investors who wish to exercise rights that expire on a
particular day may need to act before the expiration date. In
addition, investors who hold their interests through both DTC
and Euroclear or Clearstream, Luxembourg may need to make
special arrangements to finance any purchase or sales of their
interests between the U.S. and European clearing systems, and
those transactions may settle later than transactions within one
clearing system.
Governing
Law
The indenture and the Notes will be governed by, and construed
in accordance with, the laws of the State of New York.
Regarding
the Trustee
Wells Fargo Bank, National Association is the trustee under the
indenture and has also been appointed by Reliance to act as
registrar, transfer agent and paying agent for the Notes.
The indenture contains limitations on the rights of the trustee,
if it becomes a creditor of Reliance or any subsidiary
guarantor, to obtain payment of claims in some cases, or to
realize on property received in respect of any of these claims
as security or otherwise. The trustee is permitted to engage in
other transactions. However, if the trustee acquires any
conflicting interest, it must either eliminate its conflict
within 90 days, apply to the SEC for permission to continue
as trustee or resign.
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THE
EXCHANGE OFFER
In a registration rights agreement with the initial purchasers
of the Old Notes, Reliance and the subsidiary guarantors agreed
to use their commercially reasonable efforts:
(1) to file a registration statement with the SEC with
respect to notes identical in all material respects to the Old
Notes but registered under the Securities Act and without terms
imposing transfer restrictions;
(2) to cause the registration statement to be declared
effective under the Securities Act; and
(3) to keep the exchange offer open for not less than 20
business days after notice of the exchange offer is mailed, but
in any event, to cause the exchange offer to be consummated on
or prior to June 18, 2007.
The registration rights agreement provides that, in the event
Reliance fails to consummate the exchange offer on or prior to
June 18, 2007, we will be required to pay a special
interest premium of 0.25% per annum on the Old Notes over
and above the regular interest on the Old Notes for the first
90-day
period immediately following such date and by an additional
0.25% per annum for the subsequent
90-day
period, up to a maximum aggregate additional rate of
0.50% per annum, until the exchange offer is completed.
Once we complete this exchange offer, we will no longer be
required to pay the special interest premium on the Old Notes.
The exchange offer is not being made to, nor will we accept
tenders for exchange from, holders of Old Notes in any
jurisdiction in which the exchange offer or acceptance of the
exchange offer would violate the securities or blue sky laws of
that jurisdiction.
Terms of
the Exchange Offer; Period for Tendering Old Notes
This prospectus and the accompanying letter of transmittal
contain the terms and conditions of the exchange offer. Upon the
terms and subject to the conditions included in this prospectus
and in the accompanying letter of transmittal, which together
are the exchange offer, we will accept for exchange Old Notes
which are properly tendered on or prior to the expiration date,
unless you have previously withdrawn them.
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When you tender to us Old Notes as provided below, our
acceptance of the Old Notes will constitute a binding agreement
between you and us upon the terms and subject to the conditions
in this prospectus and in the accompanying letter of transmittal.
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For each $1,000 principal amount of Old Notes surrendered to us
in the exchange offer, we will give you $1,000 principal amount
of New Notes.
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We will keep the exchange offer open for not less than 20
business days, or longer if required by applicable law, after
the date that we first mail notice of the exchange offer to the
holders of the Old Notes. We are sending this prospectus,
together with the letter of transmittal, on or about the date of
this prospectus to all of the registered holders of Old Notes at
their addresses listed in the trustees security register
with respect to the Old Notes.
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The exchange offer expires at midnight, New York City time,
on ,
2007; provided, however, that we, in our sole
discretion, may extend the period of time for which the exchange
offer is open. The term expiration date
means ,
2007 or, if extended by us, the latest time and date to which
the exchange offer is extended.
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As of the date of this prospectus, $350,000,000 in aggregate
principal amount of Old 2016 Notes and $250,000,000 of the Old
2036 Notes are outstanding. The exchange offer is not
conditioned upon any minimum principal amount of Old Notes being
tendered.
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Our obligation to accept Old Notes for exchange in the exchange
offer is subject to the conditions that we describe in the
section called Conditions to the Exchange
Offer below.
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We expressly reserve the right, at any time, to extend the
period of time during which the exchange offer is open, and
thereby delay acceptance of any Old Notes, by giving oral or
written notice of an extension to the exchange agent and notice
of that extension to the holders as described below. During any
extension, all Old Notes previously tendered will remain subject
to the exchange offer unless withdrawal rights are exercised.
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Any Old Notes not accepted for exchange for any reason will be
returned without expense to the tendering holder as promptly as
practicable after the expiration or termination of the exchange
offer. In the event of a material change in the exchange offer,
including the waiver of a material condition, we will extend the
offer period if necessary so that at least five business days
remain in the exchange offer following notice of the material
change.
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We expressly reserve the right to amend or terminate the
exchange offer, and not to accept for exchange any Old Notes
that we have not yet accepted for exchange, if any of the
conditions of the exchange offer specified below under
Conditions to the Exchange Offer are not
satisfied.
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We will give oral or written notice of any extension, amendment,
termination or non-acceptance described above to holders of the
Old Notes as promptly as practicable. If we extend the
expiration date, we will give notice by means of a press release
or other public announcement no later than 9:00 a.m., New
York City time, on the business day after the previously
scheduled expiration date. Without limiting the manner in which
we may choose to make any public announcement and subject to
applicable law, we will have no obligation to publish, advertise
or otherwise communicate any public announcement other than by
issuing a release to the Business Wire News Service.
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Holders of Old Notes do not have any appraisal or
dissenters rights in connection with the exchange offer.
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Old Notes which are not tendered for exchange or are tendered
but not accepted in connection with the exchange offer will
remain outstanding and be entitled to the benefits of the
indenture, but will not be entitled to any further registration
rights under the registration rights agreement.
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We intend to conduct the exchange offer in accordance with the
applicable requirements of the Exchange Act and the rules and
regulations of the SEC thereunder.
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By executing, or otherwise becoming bound by, the letter of
transmittal, you will be making the representations described
below to us. See Resales of the New
Notes.
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Important
rules concerning the exchange offer
You should note that:
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All questions as to the validity, form, eligibility, time of
receipt and acceptance of Old Notes tendered for exchange will
be determined by us in our sole discretion, which determination
shall be final and binding.
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We reserve the absolute right to reject any and all tenders of
any particular Old Notes not properly tendered or to not accept
any particular Old Notes which acceptance might, in our judgment
or the judgment of our counsel, be unlawful.
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We also reserve the absolute right to waive any defects or
irregularities or conditions of the exchange offer as to any
particular Old Notes either before or after the expiration date,
including the right to waive the ineligibility of any holder who
seeks to tender Old Notes in the exchange offer. Unless we agree
to waive any defect or irregularity in connection with the
tender of Old Notes for exchange, you must cure any defect or
irregularity within any reasonable period of time as we shall
determine.
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Our interpretation of the terms and conditions of the exchange
offer as to any particular Old Notes either before or after the
expiration date shall be final and binding on all parties.
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Neither we, the exchange agent nor any other person shall be
under any duty to give notification of any defect or
irregularity with respect to any tender of Old Notes for
exchange, nor shall any of them incur any liability for failure
to give any notification.
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Procedures
for Tendering Old Notes
What
to submit and how
If you, as the registered holder of an Old Note, wish to tender
your Old Notes for exchange in the exchange offer, you must
transmit a properly completed and duly executed letter of
transmittal to Wells Fargo Bank, National Association at the
address set forth below under Exchange Agent on or
prior to the expiration date.
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In addition,
(1) certificates for Old Notes must be received by the
exchange agent along with the letter of transmittal;
(2) a timely confirmation of a book-entry transfer of Old
Notes, if such procedure is available, into the exchange
agents account at DTC using the procedure for book-entry
transfer described below, must be received by the exchange agent
prior to the expiration date; or
(3) you must comply with the guaranteed delivery procedures
described below.
The method of delivery of Old Notes, letters of transmittal
and notices of guaranteed delivery is at your election and risk.
If delivery is by mail, we recommend that registered mail,
properly insured, with return receipt requested, be used. In all
cases, sufficient time should be allowed to assure timely
delivery. No letters of transmittal or Old Notes should be sent
to Reliance.
How to
sign your letter of transmittal and other
documents
Signatures on a letter of transmittal or a notice of withdrawal,
as the case may be, must be guaranteed unless the Old Notes
being surrendered for exchange are tendered
(1) by a registered holder of the Old Notes who has not
completed the box entitled Special Issuance
Instructions or Special Delivery Instructions
on the letter of transmittal; or
(2) for the account of an eligible institution.
If signatures on a letter of transmittal or a notice of
withdrawal, as the case may be, are required to be guaranteed,
the guarantees must be by any of the following eligible
institutions:
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a firm which is a member of a registered national securities
exchange or a member of the National Association of Securities
Dealers, Inc.; or
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a commercial bank or trust company having an office or
correspondent in the United States.
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If the letter of transmittal is signed by a person or persons
other than the registered holder or holders of Old Notes, the
Old Notes must be endorsed or accompanied by appropriate powers
of attorney, in either case signed exactly as the name or names
of the registered holder or holders appear on the Old Notes and
with the signature guaranteed.
If the letter of transmittal or any Old Notes or powers of
attorney are signed by trustees, executors, administrators,
guardians,
attorneys-in-fact,
officers or corporations or others acting in a fiduciary or
representative capacity, the person should so indicate when
signing and, unless waived by Reliance, proper evidence
satisfactory to Reliance of its authority to so act must be
submitted.
Acceptance
of Old Notes for Exchange; Delivery of New Notes
Once all of the conditions to the exchange offer are satisfied
or waived, we will accept, promptly after the expiration date,
all Old Notes properly tendered and will issue the New Notes
promptly after expiration of the exchange offer. See
Conditions to the Exchange Offer below.
For purposes of the exchange offer, our giving of oral or
written notice of our acceptance to the exchange agent will be
considered our acceptance of the exchange offer.
In all cases, we will issue New Notes in exchange for Old Notes
that are accepted for exchange only after timely receipt by the
exchange agent of:
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certificates for Old Notes; or
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a timely book-entry confirmation of transfer of Old Notes into
the exchange agents account at DTC using the book-entry
transfer procedures described below; and
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a properly completed and duly executed letter of transmittal.
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If we do not accept any tendered Old Notes for any reason
included in the terms and conditions of the exchange offer or if
you submit certificates representing Old Notes in a greater
principal amount than you wish to exchange,
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we will return any unaccepted or non-exchanged Old Notes without
expense to the tendering holder or, in the case of Old Notes
tendered by book-entry transfer into the exchange agents
account at DTC using the book-entry transfer procedures
described below, non-exchanged Old Notes will be credited to an
account maintained with DTC promptly following the expiration or
termination of the exchange offer.
Book-Entry
Transfer
The exchange agent will make a request to establish an account
with respect to the Old Notes at DTC for purposes of the
exchange offer promptly after the date of this prospectus. Any
financial institution that is a participant in DTCs
systems may make book-entry delivery of Old Notes by causing DTC
to transfer Old Notes into the exchange agents account in
accordance with DTCs Automated Tender Offer Program
procedures for transfer. However, the exchange for the Old Notes
so tendered will only be made after timely confirmation of
book-entry
transfer of Old Notes into the exchange agents account,
and timely receipt by the exchange agent of an agents
message, transmitted by DTC and received by the exchange agent
and forming a part of a book-entry confirmation. The
agents message must state that DTC has received an express
acknowledgment from the participant tendering Old Notes that are
the subject of that book-entry confirmation, that the
participant has received and agrees to be bound by the terms of
the letter of transmittal, and that we may enforce the agreement
against that participant.
Although delivery of Old Notes may be effected through
book-entry transfer into the exchange agents account at
DTC, the letter of transmittal, or a facsimile copy, properly
completed and duly executed, with any required signature
guarantees, must in any case be delivered to and received by the
exchange agent at its address listed under
Exchange Agent on or prior to the
expiration date.
If your Old Notes are held through DTC, you must complete a form
called instructions to registered holder
and/or
book-entry participant, which will instruct the DTC
participant through whom you hold your Old Notes of your
intention to tender your Old Notes or not to tender your Old
Notes. Please note that delivery of documents to DTC in
accordance with its procedures does not constitute delivery to
the exchange agent and we will not be able to accept your tender
of Old Notes until the exchange agent receives a letter of
transmittal and a book-entry confirmation from DTC with respect
to your Old Notes. A copy of that form is available from the
exchange agent.
Guaranteed
Delivery Procedures
If you are a registered holder of Old Notes and you want to
tender your Old Notes but your Old Notes are not immediately
available, or time will not permit your Old Notes to reach the
exchange agent before the expiration date, or the procedure for
book-entry transfer cannot be completed on a timely basis, a
tender may be effected if:
(1) the tender is made through an eligible institution;
(2) prior to the expiration date, the exchange agent
receives, by facsimile transmission, mail or hand delivery, from
that eligible institution a properly completed and duly executed
letter of transmittal and Notice of Guaranteed Delivery,
substantially in the form provided by us, stating:
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the name and address of the holder of Old Notes;
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the amount of Old Notes tendered; and
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the tender is being made by delivering that notice and
guaranteeing that within three New York Stock Exchange trading
days after the date of execution of the notice of guaranteed
delivery, the certificates of all physically tendered Old Notes,
in proper form for transfer, or a book-entry confirmation, as
the case may be, will be deposited by that eligible institution
with the exchange agent; and
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(3) the certificates for all physically tendered Old Notes,
in proper form for transfer, or a book-entry confirmation, as
the case may be, are received by the exchange agent within three
New York Stock Exchange trading days after the date of execution
of the Notice of Guaranteed Delivery.
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Withdrawal
Rights
You can withdraw your tender of Old Notes at any time on or
prior to the expiration date.
For a withdrawal to be effective, a written notice of withdrawal
must be received by the exchange agent at one of the addresses
listed below under Exchange Agent. Any
notice of withdrawal must specify:
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the name of the person having tendered the Old Notes to be
withdrawn;
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the Old Notes to be withdrawn;
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the principal amount of the Old Notes to be withdrawn;
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if certificates for Old Notes have been delivered to the
exchange agent, the name in which the Old Notes are registered,
if different from that of the withdrawing holder;
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if certificates for Old Notes have been delivered or otherwise
identified to the exchange agent, then, prior to the release of
those certificates, you must also submit the serial numbers of
the particular certificates to be withdrawn and a signed notice
of withdrawal with signatures guaranteed by an eligible
institution unless you are an eligible institution; and
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if Old Notes have been tendered using the procedure for
book-entry transfer described above, any notice of withdrawal
must specify the name and number of the account at DTC to be
credited with the withdrawn Old Notes and otherwise comply with
the procedures of that facility.
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Please note that all questions as to the validity, form,
eligibility and time of receipt of notices of withdrawal will be
determined by us, and our determination shall be final and
binding on all parties. Any Old Notes so withdrawn will be
considered not to have been validly tendered for exchange for
purposes of the exchange offer.
If you have properly withdrawn Old Notes and wish to re-tender
them, you may do so by following one of the procedures described
under Procedures for Tendering Old Notes
above at any time on or prior to the expiration date.
Conditions
to the Exchange Offer
Notwithstanding any other provisions of the exchange offer, we
will not be required to accept for exchange, or to issue New
Notes in exchange for, any Old Notes and may terminate or amend
the exchange offer, if at any time before the acceptance of Old
Notes for exchange or the exchange of the New Notes for Old
Notes, that acceptance or issuance would violate applicable law
or any interpretation of the staff of the SEC.
That condition is for our sole benefit and may be asserted by us
regardless of the circumstances giving rise to that condition.
Our failure at any time to exercise the foregoing rights shall
not be considered a waiver by us of that right. Our rights
described in the prior paragraph are ongoing rights which we may
assert at any time and from time to time.
In addition, we will not accept for exchange any Old Notes
tendered, and no New Notes will be issued in exchange for any
Old Notes, if at that time any stop order shall be threatened or
in effect with respect to the exchange offer to which this
prospectus relates or the qualification of the indenture under
the Trust Indenture Act.
Consequences
of Failure to Exchange
If you do not exchange your Old Notes for New Notes in the
exchange offer, your Old Notes will remain subject to the
restrictions on transfer of such Old Notes:
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as set forth in the legend printed on the Old Notes as a
consequence of the issuance of the Old Notes pursuant to the
exemptions from the registration requirements of the Securities
Act; and
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as otherwise set forth in the offering memorandum distributed in
connection with the private offering of the Old Notes.
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In general, you may not offer or sell your Old Notes unless they
are registered under the Securities Act or if the offer or sale
is exempt from registration under the Securities Act and
applicable state securities laws. Except as required by the
registration rights agreement, we do not intend to register
resales of the Old Notes under the Securities Act.
Exchange
Agent
Wells Fargo Bank, National Association has been appointed as the
exchange agent for the exchange offer. All executed letters of
transmittal should be directed to the exchange agent at one of
the addresses set forth below. Questions and requests for
assistance, requests for additional copies of this prospectus or
of the letter of transmittal and requests for notices of
guaranteed delivery should be directed to the exchange agent,
addressed as follows:
Deliver To:
Wells Fargo Bank, National Association, Exchange Agent
707 Wilshire Boulevard,
17th Floor
Los Angeles, California 90017
Attn: Madeliena Hall
Facsimile Transmissions:
(213) 614-3355
To Confirm by Telephone
or for Information:
(213) 614-2588
Delivery to an address other than as listed above or
transmission of instructions via facsimile other than as listed
above does not constitute a valid delivery.
Fees and
Expenses
The principal solicitation is being made by mail; however,
additional solicitation may be made by telephone, facsimile,
electronic submission or in person by our officers, regular
employees and affiliates. We will not pay any additional
compensation to any of our officers and employees who engage in
soliciting tenders. We will not make any payment to brokers,
dealers or others soliciting acceptances of the exchange offer.
However, we will pay the exchange agent reasonable and customary
fees for its services and will reimburse it for its reasonable
out-of-pocket
expenses in connection with the exchange offer.
The estimated cash expenses to be incurred in connection with
the exchange offer, including legal, accounting, SEC filing,
printing and exchange agent expenses, will be paid by us and are
estimated in the aggregate to be $215,000.
Transfer
Taxes
Holders who tender their Old Notes for exchange will not be
obligated to pay any transfer taxes in connection therewith,
except that holders who instruct us to register New Notes in the
name of, or request that Old Notes not tendered or not accepted
in the exchange offer be returned to, a person other than the
registered tendering holder will be responsible for the payment
of any applicable transfer tax thereon.
Resale of
the New Notes
Under existing interpretations of the staff of the SEC contained
in several no-action letters to third parties, the New Notes
would in general be freely transferable after the exchange offer
without further registration under the Securities Act. The
relevant no-action letters include the Exxon Capital Holdings
Corporation letter, which was made available by the SEC on
May 13, 1988, and the Morgan Stanley & Co.
Incorporated letter, made available on June 5, 1991.
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However, any purchaser of Old Notes who is an
affiliate of Reliance or who intends to participate
in the exchange offer for the purpose of distributing the New
Notes:
(1) will not be able to rely on the interpretation of the
staff of the SEC;
(2) will not be able to tender its Old Notes in the
exchange offer; and
(3) must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with
any sale or transfer of the Notes unless that sale or transfer
is made using an exemption from those requirements.
By executing, or otherwise becoming bound by, the Letter of
Transmittal each holder of the Old Notes will represent that:
(1) it is not our affiliate;
(2) any New Notes to be received by it were acquired in the
ordinary course of its business; and
(3) it has no arrangement or understanding with any person
to participate, and is not engaged in and does not intend to
engage, in the distribution, within the meaning of
the Securities Act, of the New Notes.
In addition, in connection with any resales of New Notes, any
broker-dealer participating in the exchange offer who acquired
Notes for its own account as a result of market-making or other
trading activities must deliver a prospectus meeting the
requirements of the Securities Act. The SEC has taken the
position in the Shearman & Sterling no-action
letter, which it made available on July 2, 1993, that
participating broker-dealers may fulfill their prospectus
delivery requirements with respect to the New Notes, other than
a resale of an unsold allotment from the original sale of the
Old Notes, with the prospectus contained in the exchange offer
registration statement. Under the registration rights agreement,
we are required to allow participating broker-dealers and other
persons, if any, subject to similar prospectus delivery
requirements to use this prospectus as it may be amended or
supplemented from time to time, in connection with the resale of
New Notes for a period of 180 days from the latest date
that tendered Old Notes are accepted for exchange pursuant to
the exchange offer.
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MATERIAL
U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE
OFFER
The exchange of Old Notes for New Notes in the exchange offer
will not result in any U.S. federal income tax consequences
to holders. When a holder exchanges an Old Note for a New Note
in the exchange offer, the holder will have the same adjusted
basis and holding period in the New Note as in the Old Note
immediately before the exchange.
PLAN OF
DISTRIBUTION
Each broker-dealer that receives New Notes for its own account
in exchange for Old Notes where Old Notes were acquired as a
result of market-making activities or other trading activities
must acknowledge that it will deliver a prospectus in connection
with any resale of New Notes.
We have agreed to allow participating broker-dealers and other
persons, if any, subject to similar prospectus delivery
requirements to use this prospectus in connection with the
resale of New Notes for a period of 180 days from the date
the registration statement is declared effective and that,
during such period, we will amend or supplement this prospectus,
if requested by the initial purchasers of the Old Notes or any
participating
broker-dealers,
in order to expedite or facilitate the disposition of the New
Notes.
We will not receive any proceeds from any sale of New Notes by
broker-dealers.
New Notes received by broker-dealers for their own account in
the exchange offer may be sold from time to time in one or more
transactions
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in the
over-the-counter
market;
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in negotiated transactions;
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through the writing of options on the New Notes; or
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a combination of those methods of resale
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at market prices prevailing at the time of resale, at prices
related to prevailing market prices or negotiated prices.
Any resale may be made
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directly to purchasers; or
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to or through brokers or dealers who may receive compensation in
the form of commissions or concessions from any broker-dealer or
the purchasers of any New Notes.
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Any broker-dealer that resells New Notes that were received by
it for its own account in the exchange offer and any broker or
dealer that participates in a distribution of those New Notes
may be considered to be an underwriter within the
meaning of the Securities Act. Any profit on any resale of those
New Notes and any commission or concessions received by any of
those persons may be considered to be underwriting compensation
under the Securities Act. The letter of transmittal states that,
by acknowledging that it will deliver and by delivering a
prospectus, a broker-dealer will not be considered to admit that
it is an underwriter within the meaning of the
Securities Act.
We have agreed to pay all expenses incident to the exchange
offer, other than brokerage commissions and transfer taxes, and
will indemnify the holders of the Notes, including any
broker-dealers, against some liabilities, including liabilities
under the Securities Act.
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VALIDITY
OF NEW NOTES
Davis Polk & Wardwell, Menlo Park, California will
opine for us on whether the New Notes and related guarantees are
valid and binding obligations of Reliance and the subsidiary
guarantors.
EXPERTS
The consolidated financial statements and schedule of Reliance
for the year ended December 31, 2005 and 2004 appearing in
Reliances Current Report on
Form 8-K
dated January 3, 2007 and Annual Report on
Form 10-K
for the year ended December 31, 2005 and Reliances
managements assessment of the effectiveness of internal
control over financial reporting as of December 31, 2005
included in Reliances Annual Report on
Form 10-K
for the year ended December 31, 2005, have been audited by
Ernst & Young, independent registered public accounting
firm, as set forth in their reports thereon, included therein,
and incorporated herein by reference. Such consolidated
financial statements and managements assessment are
incorporated herein by reference in reliance upon such reports
given on the authority of such firm as experts in accounting and
auditing.
The consolidated financial statements of Yarde Metals, Inc.,
included in Reliances Current Report on
Form 8-K
that was filed on January 3, 2007 (including schedules
appearing therein), have been audited by Del Conte, Hyde,
Annello & Schuch, P.C., independent auditors, as set
forth in their report thereon, included therein and incorporated
herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report
given on the authority of such firm as experts in accounting and
auditing.
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PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
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Item 20.
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Indemnification
of Directors and Officers.
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In Article IV of the Restated Articles of Incorporation of
the Registrant, the Registrant has eliminated to the fullest
extent permitted under California law the liability of directors
of the Registrant for monetary damages. Additionally, the
Registrant is authorized to indemnify its agents as defined in
Section 317 of the California General Corporation Law for
breaches of their duties to the Registrant and its shareholders
through bylaw provisions or through agreements with the agents,
or both, in excess of the indemnification otherwise permitted
under Section 317, subject to the limits on such excess
indemnification set forth in Section 204 of the California
General Corporation Law. Section 5.11 of the
Registrants Bylaws provides that the Registrant shall
indemnify each of its agents against expenses, judgments, fines,
settlements or other amounts actually and reasonably incurred by
such person by reason of such person having been made or having
been threatened to be made a party to a proceeding to the
fullest extent permissible by the provisions of Section 317
of the California General Corporation Law, as amended from time
to time, and that the Registrant shall advance the expenses
reasonably expected to be incurred in defending any such
proceeding, upon receipt of the undertaking required by
Section 317(f).
Section 204 of the California General Corporation Law
allows a corporation, among other things, to eliminate or limit
the personal liability of a director for monetary damages in an
action brought by the corporation itself or by way of a
derivative action brought by shareholders for breach of a
directors duties to the corporation and its shareholders.
The provision may not eliminate or limit liability of directors
for the following specified actions, however: (i) for acts
or omissions that involve intentional misconduct or a knowing
and culpable violation of law; (ii) for acts or omissions
that a director believes to be contrary to the best interests of
the corporation or its shareholders, or that involve the absence
of good faith on the part of the director; (iii) for any
transaction from which a director derived an improper personal
benefit; (iv) for acts or omissions that show a reckless
disregard of the directors duty to the corporation or its
shareholders in circumstances in which the director was aware,
or should have been aware, in the ordinary course of performing
a directors duties, of a risk of serious injury to the
corporation or its shareholders; (v) for acts or omissions
that constitute an unexcused pattern of inattention that amounts
to an abdication of the directors duty to the corporation
or its shareholders; (vi) for transactions between the
corporation and a director, or between corporations having
interrelated directors and (vii) for improper distributions
and stock dividends, loans and guaranties. The provision does
not apply to acts or omissions occurring before the date that
the provision became effective and does not eliminate or limit
the liability of an officer for an act or omission as an
officer, regardless of whether that officer is also a director.
Section 317 of the California General Corporation Law gives
a corporation the power to indemnify any person who was or is a
party, or is threatened to be made a party, to any proceeding,
whether threatened, pending, or completed, and whether civil,
criminal, administrative or investigative, by reason of the fact
that that person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise. A corporation may indemnify such a person against
expenses, judgments, fines, settlements and other amounts
actually or reasonably incurred in connection with the
proceeding, if that person acted in good faith, and in a manner
that that person reasonably believed to be in the best interest
of the corporation; and, in the case of a criminal proceeding,
had no reasonable cause to believe the conduct of the person was
unlawful. In an action by or in the right of the corporation, no
indemnification may be made with respect to any claim, issue or
matter (i) as to which the person shall have been adjudged
to be liable to the corporation in the performance of that
persons duty to the corporation and its shareholders,
unless and only to the extent that the court in which such
proceeding was brought shall determine that, in view of all of
the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for expenses; and
(ii) which is settled or otherwise disposed of without
court approval. To the extent that any such person has been
successful on the merits in defense of any proceeding, or any
claim, issue or matter therein, that person shall be indemnified
against expenses actually and reasonably incurred in connection
therewith. Indemnification is available only if authorized in
the specific case by a majority of a quorum of disinterested
directors, by independent legal counsel in a written opinion, by
approval of the shareholders other than the person to be
indemnified, or by the court. Expenses incurred by such a person
may be advanced by the corporation before the
II-1
final disposition of the proceeding upon receipt of an
undertaking to repay the amount if it is ultimately determined
that the person is not entitled to indemnification.
Section 317 of the California General Corporation Law
further provides that a corporation may indemnify its officers
and directors in excess of the statutory provisions if
authorized by its articles of incorporation and that a
corporation may purchase and maintain insurance on behalf of any
officer, director, employee or agent against any liability
asserted or incurred in his or her capacity, or arising out of
his or her status with the corporation.
In addition to the provisions of the Restated Articles of
Incorporation and Bylaws of the Registrant, the Registrant has
entered into indemnification agreements with all of its present
and former directors and officers, to indemnify these persons
against liabilities arising from third party proceedings, or
from proceedings by or in the right of the Registrant, to the
fullest extent permitted by law. Additionally, the Registrant
has purchased directors and officers liability
insurance for the benefit of its directors and officers.
At present, there is no pending litigation or proceeding
involving a director, officer or employee of Registrant pursuant
to which indemnification is sought, nor is Registrant aware of
any threatened litigation that may result in claims for
indemnification. Section 317 of the California General
Corporation Law and the Registrants Bylaws provide for the
indemnification of officers, directors and other corporate
agents in terms sufficiently broad to indemnify such persons,
under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities
Act. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons pursuant to the foregoing provisions, or
otherwise, Registrant has been advised that in the opinion of
the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
The Registration Rights Agreement filed as Exhibit 4.3 to
this Registration Statement provides for indemnification of
directors and officers of the Registrant by the initial
purchasers against certain liabilities.
|
|
Item 21.
|
Exhibits
and Financial Statement Schedules
|
|
|
|
|
|
Exhibit
|
|
|
No.
|
|
Document
|
|
|
4
|
.1
|
|
Indenture dated November 20,
2006, among Reliance Steel & Aluminum Co., the
subsidiary guarantors and Wells Fargo Bank, National
Association, as
trustee(1)
|
|
4
|
.2
|
|
Forms of 2016 Note and 2036
Note(1)
|
|
4
|
.3
|
|
Registration Rights Agreement
dated as of November 20, 2006 among Reliance
Steel & Aluminum Co., the subsidiary guarantors, and
Citigroup Global Markets Inc. and J.P. Morgan Securities
Inc, as representatives of the Initial
Purchasers(2)
|
|
5
|
.1
|
|
Opinion of Davis Polk &
Wardwell with respect to the New Notes and related guarantees
|
|
12
|
.1
|
|
Computation of Ratio of Earnings
to Fixed Charges
|
|
23
|
.1
|
|
Consent of Davis Polk &
Wardwell (contained in their opinion filed as Exhibit 5.1)
|
|
23
|
.2
|
|
Consent of Ernst & Young
|
|
23
|
.3
|
|
Consent of Del Conte, Hyde,
Annello & Schuch, P.C.
|
|
24
|
.1
|
|
Power of Attorney (included on
signature pages)
|
|
25
|
.1
|
|
Statement of Eligibility of Wells
Fargo Bank, National Association, as Trustee, on
Form T-1
|
|
99
|
.1
|
|
Form of Letter of Transmittal
|
|
99
|
.2
|
|
Form of Notice of Guaranteed
Delivery
|
|
99
|
.3
|
|
Form of Letter to Clients
|
|
99
|
.4
|
|
Form of Letter to Nominees
|
|
99
|
.5
|
|
Form of Instructions to Registered
Holder
and/or
Book-Entry Transfer Participant from Owner
|
|
|
|
(1) |
|
Incorporated by reference from Exhibits 10.01 and 10.02,
respectively, to the Registrants Current Report on
Form 8-K
filed on November 28, 2006. |
|
(2) |
|
Incorporated by reference from Exhibit 2.01 to the
Registrants Current Report on
Form 8-K
filed on November 28, 2006 |
II-2
(a) The undersigned hereby undertakes:
(1) To file during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in the
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate
offering price set forth in the Calculation of
Registration Fee table in the effective registration
statement; and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on
Form S-3,
Form S-8
or
Form F-3,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the SEC by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for purposes of determining liability under the
Securities Act of 1933 to any purchaser, each prospectus filed
pursuant to Rule 424(b) as part of this registration
statement shall be deemed to be part of and included in this
registration statement as of the date it is first used after
effectiveness; provided, however, that no statement made in this
registration statement or prospectus that is part of this
registration statement or made in a document incorporated or
deemed incorporated by reference into this registration
statement or prospectus that is part of this registration
statement will, as to a purchaser with a time of contract of
sale prior to such first use, supersede or modify any statement
that was made in this registration statement or prospectus that
was part of this registration statement or made in any such
document immediately prior to such date of first use.
(5) That, for purposes of determining liability of the
undersigned registrant under the Securities Act of 1933 to any
purchaser in the initial distribution of the securities, in a
primary offering of securities of the undersigned registrant
pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and
will be considered to offer or sell such securities to such
purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used
or referred to by the undersigned registrant;
II-3
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser.
(6) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the Registrants
annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange of 1934 (and, where applicable, each filing
of an employee benefit plans annual report pursuant to
Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(7) To respond to requests for information that is
incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11 or 13 of this form, within one business
day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means.
This includes information contained in documents filed
subsequent to the effective date of the registration statement
through the date of responding to the request.
(8) To supply by means of a post-effective amendment all
information concerning a transaction and the company being
acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
(b) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to our
directors, officers and controlling persons pursuant to the
foregoing provisions, or otherwise, we have been advised that in
the opinion of the SEC such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by us of expenses incurred
or paid by one of our directors, officers or controlling persons
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, we will, unless
in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
II-4
SIGNATURES
AND POWER OF ATTORNEY FOR
RELIANCE STEEL & ALUMINUM CO.
Pursuant to the requirements of the Securities Act of 1933,
Reliance Steel & Aluminum Co. has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Los
Angeles, State of California, on December 31, 2006
RELIANCE STEEL & ALUMINUM CO.
Name: David H. Hannah
|
|
|
|
Title:
|
Chief Executive Officer
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David H. Hannah and Karla
Lewis, and each of them, his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and
any and all additional registration statements pursuant to
Rule 462(b) of the Securities Act of 1933, as amended, and
to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the SEC, granting unto
each said
attorney-in-fact
and agents full power and authority to do and perform each and
every act in person, hereby ratifying and confirming all that
said
attorneys-in-fact
and agents or either of them or their or his or her substitute
or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ David
H. Hannah
David
H. Hannah
|
|
Chief Executive Officer and
Director(Principal Executive Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Gregg
J. Mollins
Gregg
J. Mollins
|
|
President and Chief Operating
Officer and Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Karla
Lewis
Karla
Lewis
|
|
Executive Vice President and Chief
Financial Officer(Principal Financial Officer and Principal
Accounting Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Joe
D. Crider
Joe
D. Crider
|
|
Chairman of the Board of Directors
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Thomas
W. Gimbel
Thomas
W. Gimbel
|
|
Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Douglas
M. Hayes
Douglas
M. Hayes
|
|
Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Franklin
R. Johnson
Franklin
R. Johnson
|
|
Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Mark
V. Kaminski
Mark
V. Kaminski
|
|
Director
|
|
December 31, 2006
|
II-5
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ Richard
J. Slater
Richard
J. Slater
|
|
Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Leslie
A. Waite
Leslie
A. Waite
|
|
Director
|
|
December 31, 2006
|
II-6
SIGNATURES
AND POWER OF ATTORNEY FOR
ALLEGHENY STEEL DISTRIBUTORS, INC.
Pursuant to the requirements of the Securities Act of 1933,
Allegheny Steel Distributors, Inc. has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Los
Angeles, State of California, on December 31, 2006
ALLEGHENY STEEL DISTRIBUTORS, INC.
Name: David H. Hannah
|
|
|
|
Title:
|
Chief Executive Officer
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David H. Hannah and Karla
Lewis, and each of them, his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and
any and all additional registration statements pursuant to
Rule 462(b) of the Securities Act of 1933, as amended, and
to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the SEC, granting unto
each said
attorney-in-fact
and agents full power and authority to do and perform each and
every act in person, hereby ratifying and confirming all that
said
attorneys-in-fact
and agents or either of them or their or his or her substitute
or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ David
H. Hannah
David
H. Hannah
|
|
Chief Executive Officer and
Director (Principal Executive Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Bernie
J. Herrmann
Bernie
J. Herrmann
|
|
President, Chief Financial
Officer, Assistant Secretary and Director(Principal Financial
Officer and Principal Accounting Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Gregg
J. Mollins
Gregg
J. Mollins
|
|
Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Karla
Lewis
Karla
Lewis
|
|
Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Robert
W. Wickerham
Robert
W. Wickerham
|
|
Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Timothy
P. Brady
Timothy
P. Brady
|
|
Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ James
P. MacBeth
James
P. MacBeth
|
|
Director
|
|
December 31, 2006
|
II-7
SIGNATURES
AND POWER OF ATTORNEY FOR
ALUMINUM AND STAINLESS, INC.
Pursuant to the requirements of the Securities Act of 1933,
Aluminum and Stainless, Inc. has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Angeles,
State of California, on December 31, 2006
ALUMINUM AND STAINLESS, INC.
Name: Gregg J. Mollins
|
|
|
|
Title:
|
Chief Executive Officer
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David H. Hannah and Karla
Lewis, and each of them, his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and
any and all additional registration statements pursuant to
Rule 462(b) of the Securities Act of 1933, as amended, and
to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the SEC, granting unto
each said
attorney-in-fact
and agents full power and authority to do and perform each and
every act in person, hereby ratifying and confirming all that
said
attorneys-in-fact
and agents or either of them or their or his or her substitute
or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ Gregg
J. Mollins
Gregg
J. Mollins
|
|
Chief Executive Officer and
Director (Principal Executive Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Joseph
B. Wolf, Sr.
Joseph
B. Wolf, Sr.
|
|
President, Chief Operating
Officer, Chief Financial Officer and Director (Principal
Financial Officer and Principal Accounting Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ David
H. Hannah
David
H. Hannah
|
|
Chairman of the Board of Directors
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Karla
Lewis
Karla
Lewis
|
|
Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ O.
P. (Monty)
Montagnet
O.
P. (Monty) Montagnet
|
|
Director
|
|
December 31, 2006
|
II-8
SIGNATURES
AND POWER OF ATTORNEY FOR
AMERICAN METALS CORPORATION
Pursuant to the requirements of the Securities Act of 1933,
American Metals Corporation has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Angeles,
State of California, on December 31, 2006
AMERICAN METALS CORPORATION
|
|
|
|
By:
|
/s/ Craig
A. Schwartz
|
Name: Craig A. Schwartz
|
|
|
|
Title:
|
President and Chief Executive Officer
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David H. Hannah and Karla
Lewis, and each of them, his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and
any and all additional registration statements pursuant to
Rule 462(b) of the Securities Act of 1933, as amended, and
to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the SEC, granting unto
each said
attorney-in-fact
and agents full power and authority to do and perform each and
every act in person, hereby ratifying and confirming all that
said
attorneys-in-fact
and agents or either of them or their or his or her substitute
or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ Craig
A. Schwartz
Craig
A. Schwartz
|
|
President, Chief Executive Officer
and Director(Principal Executive Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Karla
Lewis
Karla
Lewis
|
|
Vice President, Chief Financial
Officer, Assistant Secretary and Director(Principal Financial
Officer and Principal Accounting Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ David
H. Hannah
David
H. Hannah
|
|
Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Gregg
J. Mollins
Gregg
J. Mollins
|
|
Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Thomas
A. Kraus
Thomas
A. Kraus
|
|
Director
|
|
December 31, 2006
|
II-9
SIGNATURES
AND POWER OF ATTORNEY FOR
AMERICAN STEEL, L.L.C.
Pursuant to the requirements of the Securities Act of 1933,
American Steel, L.L.C. has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Angeles,
State of California, on December 31, 2006
AMERICAN STEEL, L.L.C.
|
|
|
|
By:
|
/s/ Craig
A. Schwartz
|
Name: Craig A. Schwartz
|
|
|
|
Title:
|
President and Chief Executive Officer
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David H. Hannah and Karla
Lewis, and each of them, his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and
any and all additional registration statements pursuant to
Rule 462(b) of the Securities Act of 1933, as amended, and
to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the SEC, granting unto
each said
attorney-in-fact
and agents full power and authority to do and perform each and
every act in person, hereby ratifying and confirming all that
said
attorneys-in-fact
and agents or either of them or their or his or her substitute
or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ Craig
A. Schwartz
Craig
A. Schwartz
|
|
President and Chief Executive
Officer and Manger(Principal Executive Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Karla
Lewis
Karla
Lewis
|
|
Chief Financial Officer, Treasurer
and Assistant Secretary and Manager(Principal Financial Officer
and Principal Accounting Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ David
H. Hannah
David
H. Hannah
|
|
Manager
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Gregg
J. Mollins
Gregg
J. Mollins
|
|
Manager
|
|
December 31, 2006
|
II-10
SIGNATURES
AND POWER OF ATTORNEY FOR
AMI METALS, INC.
Pursuant to the requirements of the Securities Act of 1933, AMI
Metals, Inc. has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on
December 31, 2006
AMI METALS, INC.
Name: David H. Hannah
|
|
|
|
Title:
|
Chief Executive Officer
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David H. Hannah and Karla
Lewis, and each of them, his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and
any and all additional registration statements pursuant to
Rule 462(b) of the Securities Act of 1933, as amended, and
to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the SEC, granting unto
each said
attorney-in-fact
and agents full power and authority to do and perform each and
every act in person, hereby ratifying and confirming all that
said
attorneys-in-fact
and agents or either of them or their or his or her substitute
or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ David
H. Hannah
David
H. Hannah
|
|
Chief Executive Officer and
Director(Principal Executive Officer)
|
|
December 31, 2006
|
|
|
|
|
|
Scott
A. Smith
|
|
President, Chief Operating Officer
and Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Karla
Lewis
Karla
Lewis
|
|
Vice President, Chief Financial
Officer, Secretary and Director(Principal Financial Officer and
Principal Accounting Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Gregg
J. Mollins
Gregg
J. Mollins
|
|
Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ William
K. Sales, Jr.
William
K. Sales, Jr.
|
|
Director
|
|
December 31, 2006
|
II-11
SIGNATURES
AND POWER OF ATTORNEY FOR
CCC STEEL, INC.
Pursuant to the requirements of the Securities Act of 1933, CCC
Steel, Inc. has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on
December 31, 2006
CCC STEEL, INC.
Name: David H. Hannah
|
|
|
|
Title:
|
Chief Executive Officer and Chairman
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David H. Hannah and Karla
Lewis, and each of them, his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and
any and all additional registration statements pursuant to
Rule 462(b) of the Securities Act of 1933, as amended, and
to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the SEC, granting unto
each said
attorney-in-fact
and agents full power and authority to do and perform each and
every act in person, hereby ratifying and confirming all that
said
attorneys-in-fact
and agents or either of them or their or his or her substitute
or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ David
H. Hannah
David
H. Hannah
|
|
Chief Executive Officer, Chairman
and Director(Principal Executive Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Bernd
D. Hildebrandt
Bernd
D. Hildebrandt
|
|
President and Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Gary
R. Fajack
Gary
R. Fajack
|
|
Chief Financial Officer and
Treasurer(Principal Financial Officer and Principal Accounting
Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Gregg
J. Mollins
Gregg
J. Mollins
|
|
Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Karla
Lewis
Karla
Lewis
|
|
Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ James
P. MacBeth
James
P. MacBeth
|
|
Director
|
|
December 31, 2006
|
II-12
SIGNATURES
AND POWER OF ATTORNEY FOR
CHAPEL STEEL CORP.
Pursuant to the requirements of the Securities Act of 1933,
Chapel Steel Corp. has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on
December 31, 2006
CHAPEL STEEL CORP.
Name: Gregg J. Mollins
|
|
|
|
Title:
|
Chief Executive Officer
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David H. Hannah and Karla
Lewis, and each of them, his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and
any and all additional registration statements pursuant to
Rule 462(b) of the Securities Act of 1933, as amended, and
to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the SEC, granting unto
each said
attorney-in-fact
and agents full power and authority to do and perform each and
every act in person, hereby ratifying and confirming all that
said
attorneys-in-fact
and agents or either of them or their or his or her substitute
or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ Gregg
J. Mollins
Gregg
J. Mollins
|
|
Chief Executive Officer and
Director (Principal Executive Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ James
R. Sutow
James
R. Sutow
|
|
President, Chief Operating Officer
and Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ G.
Patrick Jones
G.
Patrick Jones
|
|
Chief Financial Officer and
Treasurer (Principal Financial Officer and Principal Accounting
Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ David
H. Hannah
David
H. Hannah
|
|
Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Karla
Lewis
Karla
Lewis
|
|
Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Steve
Koch
Steve
Koch
|
|
Director
|
|
December 31, 2006
|
II-13
SIGNATURES
AND POWER OF ATTORNEY FOR
CHATHAM STEEL CORPORATION
Pursuant to the requirements of the Securities Act of 1933,
Chatham Steel Corporation has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Angeles,
State of California, on December 31, 2006
CHATHAM STEEL CORPORATION
Name: Gregg J. Mollins
|
|
|
|
Title:
|
Chief Executive Officer
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David H. Hannah and Karla
Lewis, and each of them, his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and
any and all additional registration statements pursuant to
Rule 462(b) of the Securities Act of 1933, as amended, and
to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the SEC, granting unto
each said
attorney-in-fact
and agents full power and authority to do and perform each and
every act in person, hereby ratifying and confirming all that
said
attorneys-in-fact
and agents or either of them or their or his or her substitute
or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ Gregg
J. Mollins
Gregg
J. Mollins
|
|
Chief Executive Officer and
Director (Principal Executive Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Bert
M. Tenenbaum
Bert
M. Tenenbaum
|
|
President, Chief Operating Officer
and Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Rebecca
Keith
Rebecca
Keith
|
|
Chief Financial Officer and
Assistant Secretary (Principal Financial Officer and Principal
Accounting Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ David
H. Hannah
David
H. Hannah
|
|
Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Karla
Lewis
Karla
Lewis
|
|
Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Arnold
M. Tenenbaum
Arnold
M. Tenenbaum
|
|
Director
|
|
December 31, 2006
|
II-14
SIGNATURES
AND POWER OF ATTORNEY For
CREST STEEL CORPORATION
Pursuant to the requirements of the Securities Act of 1933,
Crest Steel Corporation has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Angeles, State of
California, on January 2, 2007.
CREST STEEL CORPORATION
|
|
|
|
By:
|
/s/ James
P. MacBeth
Name: James
P. MacBeth
|
Title: Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David H. Hannah and Karla
Lewis, and each of them, his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and
any and all additional registration statements pursuant to
Rule 462(b) of the Securities Act of 1933, as amended, and
to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the SEC, granting unto
each said
attorney-in-fact
and agents full power and authority to do and perform each and
every act in person, hereby ratifying and confirming all that
said
attorneys-in-fact
and agents or either of them or their or his or her substitute
or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ James
P. MacBeth
James
P. MacBeth
|
|
Chief Executive Officer and
Director (Principal Executive Officer)
|
|
January 2, 2007
|
|
|
|
|
|
David
Zertuche
|
|
Chief Financial Officer and
Director (Principal Financial Officer and Principal Accounting
Officer)
|
|
January 2, 2007
|
|
|
|
|
|
/s/ David
H. Hannah
David
H. Hannah
|
|
Director
|
|
January 2, 2007
|
|
|
|
|
|
/s/ Gregg
J. Mollins
Gregg
J. Mollins
|
|
Director
|
|
January 2, 2007
|
|
|
|
|
|
/s/ Karla
Lewis
Karla
Lewis
|
|
Director
|
|
January 2, 2007
|
|
|
|
|
|
Phil
Steinberg
|
|
Director
|
|
January 2, 2007
|
|
|
|
|
|
Randall
Putnam
|
|
Director
|
|
January 2, 2007
|
II-15
SIGNATURES
AND POWER OF ATTORNEY FOR
DURRETT SHEPPARD STEEL CO., INC.
Pursuant to the requirements of the Securities Act of 1933,
Durrett Sheppard Steel Co., Inc. has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Los
Angeles, State of California, on December 31, 2006
DURRETT SHEPPARD STEEL CO., INC.
Name: David H. Hannah
|
|
|
|
Title:
|
Chief Executive Officer
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David H. Hannah and Karla
Lewis, and each of them, his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and
any and all additional registration statements pursuant to
Rule 462(b) of the Securities Act of 1933, as amended, and
to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the SEC, granting unto
each said
attorney-in-fact
and agents full power and authority to do and perform each and
every act in person, hereby ratifying and confirming all that
said
attorneys-in-fact
and agents or either of them or their or his or her substitute
or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ David
H. Hannah
David
H. Hannah
|
|
Chief Executive Officer and
Director (Principal Executive Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ James
Maskeroni
James
Maskeroni
|
|
President, Chief Financial
Officer, Treasurer, Assistant Secretary and Director (Principal
Financial Officer
and Principal Accounting Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Gregg
J. Mollins
Gregg
J. Mollins
|
|
Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Karla
Lewis
Karla
Lewis
|
|
Director
|
|
December 31, 2006
|
II-16
SIGNATURES
AND POWER OF ATTORNEY FOR
EARLE M. JORGENSEN COMPANY
Pursuant to the requirements of the Securities Act of 1933,
Earle M. Jorgensen Company has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Angeles,
State of California, on December 31, 2006
EARLE M. JORGENSEN COMPANY
|
|
|
|
By:
|
/s/ R.
Neil McCaffery
|
Name: R. Neil McCaffery
|
|
|
|
Title:
|
Chief Executive Officer and President
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David H. Hannah and Karla
Lewis, and each of them, his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and
any and all additional registration statements pursuant to
Rule 462(b) of the Securities Act of 1933, as amended, and
to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the SEC, granting unto
each said
attorney-in-fact
and agents full power and authority to do and perform each and
every act in person, hereby ratifying and confirming all that
said
attorneys-in-fact
and agents or either of them or their or his or her substitute
or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ R.
Neil McCaffery
R.
Neil McCaffery
|
|
Chief Executive Officer, President
and Director (Principal Executive Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ William
S. Johnson
William
S. Johnson
|
|
Vice President, Chief Financial
Officer, Secretary and Director
(Principal Financial Officer and Principal Accounting Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ David
H. Hannah
David
H. Hannah
|
|
Chairman of the Board of Directors
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Gregg
J. Mollins
Gregg
J. Mollins
|
|
Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Karla
Lewis
Karla
Lewis
|
|
Director
|
|
December 31, 2006
|
II-17
SIGNATURES
AND POWER OF ATTORNEY FOR
INDUSTRIAL METALS AND SURPLUS, INC.
Pursuant to the requirements of the Securities Act of 1933,
Industrial Metals and Surplus, Inc. has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Los
Angeles, State of California, on January 2, 2007.
INDUSTRIAL METALS AND SURPLUS, INC.
Title: Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David H. Hannah and Karla
Lewis, and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this
registration statement and any and all additional registration
statements pursuant to Rule 462(b) of the Securities Act of
1933, as amended, and to file the same, with all exhibits
thereto, and all other documents in connection therewith, with
the SEC, granting unto each said attorney-in-fact and agents
full power and authority to do and perform each and every act in
person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or either of them or their or his
or her substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ Jerry
Pearson
Jerry
Pearson
|
|
Chief Executive Officer and
Director (Principal Executive Officer)
|
|
January 2, 2007
|
|
|
|
|
|
/s/ James
R. Avriett
James
R. Avriett
|
|
Chief Financial Officer and
Secretary (Principal Financial Officer and Principal Accounting
Officer)
|
|
January 2, 2007
|
|
|
|
|
|
/s/ David
H. Hannah
David
H. Hannah
|
|
Director
|
|
January 2, 2007
|
|
|
|
|
|
/s/ Gregg
J. Mollins
Gregg
J. Mollins
|
|
Director
|
|
January 2, 2007
|
|
|
|
|
|
/s/ Edwin
Rothberg
Edwin
Rothberg
|
|
Director
|
|
January 2, 2007
|
|
|
|
|
|
/s/ Robert
Rothberg
Robert
Rothberg
|
|
Director
|
|
January 2, 2007
|
|
|
|
|
|
Paul
Lofton
|
|
Director
|
|
January 2, 2007
|
II-18
SIGNATURES
AND POWER OF ATTORNEY FOR
LBT, INC.
Pursuant to the requirements of the Securities Act of 1933, LBT,
Inc. has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Los Angeles, State of California, on December 31,
2006
LBT, INC.
Name: Michael Tulley
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David H. Hannah and Karla
Lewis, and each of them, his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and
any and all additional registration statements pursuant to
Rule 462(b) of the Securities Act of 1933, as amended, and
to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the SEC, granting unto
each said
attorney-in-fact
and agents full power and authority to do and perform each and
every act in person, hereby ratifying and confirming all that
said
attorneys-in-fact
and agents or either of them or their or his or her substitute
or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ Michael
Tulley
Michael
Tulley
|
|
President and Director
(Principal Executive Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Brian
Peterson
Brian
Peterson
|
|
Treasurer and Secretary
(Principal Financial Officer and Principal Accounting Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ David
H. Hannah
David
H. Hannah
|
|
Chairman of the Board of Directors
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Gregg
J. Mollins
Gregg
J. Mollins
|
|
Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Karla
Lewis
Karla
Lewis
|
|
Director
|
|
December 31, 2006
|
II-19
SIGNATURES
AND POWER OF ATTORNEY FOR
LIEBOVICH BROS., INC.
Pursuant to the requirements of the Securities Act of 1933,
Liebovich Bros., Inc. has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Angeles,
State of California, on December 31, 2006
LIEBOVICH BROS., INC.
Name: David H. Hannah
|
|
|
|
Title:
|
Chief Executive Officer and Chairman
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David H. Hannah and Karla
Lewis, and each of them, his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and
any and all additional registration statements pursuant to
Rule 462(b) of the Securities Act of 1933, as amended, and
to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the SEC, granting unto
each said
attorney-in-fact
and agents full power and authority to do and perform each and
every act in person, hereby ratifying and confirming all that
said
attorneys-in-fact
and agents or either of them or their or his or her substitute
or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ David
H. Hannah
David
H. Hannah
|
|
Chief Executive Officer, Chairman
and Director (Principal Executive Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Michael
Tulley
Michael
Tulley
|
|
President, Chief Operating Officer
and Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Brian
Peterson
Brian
Peterson
|
|
Vice President, Chief Financial
Officer and Secretary (Principal Financial Officer and Principal
Accounting Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Gregg
J. Mollins
Gregg
J. Mollins
|
|
Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Karla
Lewis
Karla
Lewis
|
|
Director
|
|
December 31, 2006
|
II-20
SIGNATURES
AND POWER OF ATTORNEY FOR
LUSK METALS
Pursuant to the requirements of the Securities Act of 1933, Lusk
Metals has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Los Angeles, State of California, on
December 31, 2006
LUSK METALS
Name: David H. Hannah
|
|
|
|
Title:
|
Chief Executive Officer and Chairman
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David H. Hannah and Karla
Lewis, and each of them, his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and
any and all additional registration statements pursuant to
Rule 462(b) of the Securities Act of 1933, as amended, and
to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the SEC, granting unto
each said
attorney-in-fact
and agents full power and authority to do and perform each and
every act in person, hereby ratifying and confirming all that
said
attorneys-in-fact
and agents or either of them or their or his or her substitute
or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ David
H. Hannah
David
H. Hannah
|
|
Chief Executive Officer, Chairman
and Director (Principal Executive Officer)
|
|
December 31, 2006
|
|
|
|
|
|
Eric
Schneider
|
|
President, Chief Operating Officer
and Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Karla
Lewis
Karla
Lewis
|
|
Chief Financial Officer, Secretary
and Director (Principal Financial Officer and Principal
Accounting Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Gregg
J. Mollins
Gregg
J. Mollins
|
|
Director
|
|
December 31, 2006
|
II-21
SIGNATURES
AND POWER OF ATTORNEY FOR
PACIFIC METAL COMPANY
Pursuant to the requirements of the Securities Act of 1933,
Pacific Metal Company has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Angeles,
State of California, on December 31, 2006
PACIFIC METAL COMPANY
Name: Gregg J. Mollins
|
|
|
|
Title:
|
Chief Executive Officer
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David H. Hannah and Karla
Lewis, and each of them, his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and
any and all additional registration statements pursuant to
Rule 462(b) of the Securities Act of 1933, as amended, and
to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the SEC, granting unto
each said
attorney-in-fact
and agents full power and authority to do and perform each and
every act in person, hereby ratifying and confirming all that
said
attorneys-in-fact
and agents or either of them or their or his or her substitute
or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ Gregg
J. Mollins
Gregg
J. Mollins
|
|
Chief Executive Officer and
Director (Principal Executive Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Robert
S. Perry
Robert
S. Perry
|
|
Executive Vice President, Finance
(Principal Financial Officer and Principal Accounting Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ David
H. Hannah
David
H. Hannah
|
|
Chairman of the Board of Directors
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Karla
Lewis
Karla
Lewis
|
|
Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ John
(Sandy)
Nosler
John
(Sandy) Nosler
|
|
Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ William
K. Sales, Jr.
William
K. Sales, Jr.
|
|
Director
|
|
December 31, 2006
|
II-22
SIGNATURES
AND POWER OF ATTORNEY FOR
PDM STEEL SERVICE CENTERS, INC.
Pursuant to the requirements of the Securities Act of 1933, PDM
Steel Service Centers, Inc. has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Angeles, State of
California, on December 31, 2006
PDM STEEL SERVICE CENTERS, INC.
Name: David H. Hannah
|
|
|
|
Title:
|
Chief Executive Officer
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David H. Hannah and Karla
Lewis, and each of them, his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and
any and all additional registration statements pursuant to
Rule 462(b) of the Securities Act of 1933, as amended, and
to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the SEC, granting unto
each said
attorney-in-fact
and agents full power and authority to do and perform each and
every act in person, hereby ratifying and confirming all that
said
attorneys-in-fact
and agents or either of them or their or his or her substitute
or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ David
H. Hannah
David
H. Hannah
|
|
Chief Executive Officer and
Chairman of the Board of Directors (Principal Executive Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Derek
A. Halecky
Derek
A. Halecky
|
|
President, Chief Operating Officer
and Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ William
J. Nixon
William
J. Nixon
|
|
Vice President, Finance, Chief
Financial Officer and Director (Principal Financial Officer and
Principal Accounting Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Gregg
J. Mollins
Gregg
J. Mollins
|
|
Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Karla
Lewis
Karla
Lewis
|
|
Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ James
P. MacBeth
James
P. MacBeth
|
|
Director
|
|
December 31, 2006
|
II-23
SIGNATURES
AND POWER OF ATTORNEY FOR
PHOENIX CORPORATION
Pursuant to the requirements of the Securities Act of 1933,
Phoenix Corporation has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of
California, on December 31, 2006
PHOENIX CORPORATION
Name: David H. Hannah
|
|
|
|
Title:
|
Chief Executive Officer and Chairman
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David H. Hannah and Karla
Lewis, and each of them, his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and
any and all additional registration statements pursuant to
Rule 462(b) of the Securities Act of 1933, as amended, and
to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the SEC, granting unto
each said
attorney-in-fact
and agents full power and authority to do and perform each and
every act in person, hereby ratifying and confirming all that
said
attorneys-in-fact
and agents or either of them or their or his or her substitute
or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ David
H. Hannah
David
H. Hannah
|
|
Chief Executive Officer, Chairman
and Director (Principal Executive Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Stephen
E. Almond
Stephen
E. Almond
|
|
President, Chief Operating Officer
and Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ William
T. Hellstein
William
T. Hellstein
|
|
Chief Financial Officer, Assistant
Secretary and Director (Principal Financial Officer and
Principal Accounting Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Gregg
J. Mollins
Gregg
J. Mollins
|
|
Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Karla
Lewis
Karla
Lewis
|
|
Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ R.
Wayne Grant
R.
Wayne Grant
|
|
Director
|
|
December 31, 2006
|
II-24
SIGNATURES
AND POWER OF ATTORNEY FOR
PRECISION STRIP, INC.
Pursuant to the requirements of the Securities Act of 1933,
Precision Strip, Inc. has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Angeles, State of
California, on December 31, 2006
PRECISION STRIP, INC.
Name: David H. Hannah
|
|
|
|
Title:
|
Chief Executive Officer
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David H. Hannah and Karla
Lewis, and each of them, his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and
any and all additional registration statements pursuant to
Rule 462(b) of the Securities Act of 1933, as amended, and
to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the SEC, granting unto
each said
attorney-in-fact
and agents full power and authority to do and perform each and
every act in person, hereby ratifying and confirming all that
said
attorneys-in-fact
and agents or either of them or their or his or her substitute
or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ David
H. Hannah
David
H. Hannah
|
|
Chief Executive Officer and
Director (Principal Executive Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Thomas
A. Compton
Thomas
A. Compton
|
|
President, Chief Operating Officer
and Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ James
Davis
James
Davis
|
|
Chief Financial Officer (Principal
Financial Officer and Principal Accounting Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Gregg
J. Mollins
Gregg
J. Mollins
|
|
Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Karla
Lewis
Karla
Lewis
|
|
Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Joseph
Wolf
Joseph
Wolf
|
|
Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Thomas
Wente
Thomas
Wente
|
|
Director
|
|
December 31, 2006
|
II-25
SIGNATURES
AND POWER OF ATTORNEY FOR
PRECISION STRIP TRANSPORT, INC.
Pursuant to the requirements of the Securities Act of 1933,
Precision Strip Transport, Inc. has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Los Angeles, State of California, on December 31, 2006
PRECISION STRIP TRANSPORT, INC.
Name: David H. Hannah
|
|
|
|
Title:
|
Chief Executive Officer
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David H. Hannah and Karla
Lewis, and each of them, his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and
any and all additional registration statements pursuant to
Rule 462(b) of the Securities Act of 1933, as amended, and
to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the SEC, granting unto
each said
attorney-in-fact
and agents full power and authority to do and perform each and
every act in person, hereby ratifying and confirming all that
said
attorneys-in-fact
and agents or either of them or their or his or her substitute
or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ David
H. Hannah
David
H. Hannah
|
|
Chief Executive Officer and
Director (Principal Executive Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Thomas
A. Compton
Thomas
A. Compton
|
|
President, Chief Operating Officer
and Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ James
Davis
James
Davis
|
|
Chief Financial Officer (Principal
Financial Officer and Principal Accounting Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Gregg
J. Mollins
Gregg
J. Mollins
|
|
Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Karla
Lewis
Karla
Lewis
|
|
Director
|
|
December 31, 2006
|
II-26
SIGNATURES
AND POWER OF ATTORNEY FOR
RSAC MANAGEMENT CORP.
Pursuant to the requirements of the Securities Act of 1933, RSAC
Management Corp. has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of
California, on December 31, 2006
RSAC MANAGEMENT CORP.
Name: David H. Hannah
|
|
|
|
Title:
|
Chief Executive Officer
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David H. Hannah and Karla
Lewis, and each of them, his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and
any and all additional registration statements pursuant to
Rule 462(b) of the Securities Act of 1933, as amended, and
to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the SEC, granting unto
each said
attorney-in-fact
and agents full power and authority to do and perform each and
every act in person, hereby ratifying and confirming all that
said
attorneys-in-fact
and agents or either of them or their or his or her substitute
or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ David
H. Hannah
David
H. Hannah
|
|
Chief Executive Officer and
Director (Principal Executive Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Gregg
J. Mollins
Gregg
J. Mollins
|
|
President, Chief Operating Officer
and Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Karla
Lewis
Karla
R. Lewis
|
|
Executive Vice President, Chief
Financial Officer and Director (Principal Financial Officer and
Principal Accounting Officer)
|
|
December 31, 2006
|
II-27
SIGNATURES
AND POWER OF ATTORNEY FOR
SERVICE STEEL AEROSPACE CORP.
Pursuant to the requirements of the Securities Act of 1933,
Service Steel Aerospace Corp. has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Angeles,
State of California, on December 31, 2006
SERVICE STEEL AEROSPACE CORP.
Name: David H. Hannah
|
|
|
|
Title:
|
Chief Executive Officer and Chairman
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David H. Hannah and Karla
Lewis, and each of them, his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and
any and all additional registration statements pursuant to
Rule 462(b) of the Securities Act of 1933, as amended, and
to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the SEC, granting unto
each said
attorney-in-fact
and agents full power and authority to do and perform each and
every act in person, hereby ratifying and confirming all that
said
attorneys-in-fact
and agents or either of them or their or his or her substitute
or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ David
H. Hannah
David
H. Hannah
|
|
Chief Executive Officer, Chairman
and Director (Principal Executive Officer)
|
|
December 31, 2006
|
|
|
|
|
|
Terry
L. Wilson
|
|
President, Chief Operating Officer
and Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Karla
Lewis
Karla
Lewis
|
|
Chief Financial Officer, Secretary
and Director (Principal Financial Officer and Principal
Accounting Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Gregg
J. Mollins
Gregg
J. Mollins
|
|
Director
|
|
December 31, 2006
|
II-28
SIGNATURES
AND POWER OF ATTORNEY FOR
SISKIN STEEL & SUPPLY COMPANY, INC.
Pursuant to the requirements of the Securities Act of 1933,
Siskin Steel & Supply Company, Inc. has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Los
Angeles, State of California, on December 31, 2006
SISKIN STEEL & SUPPLY COMPANY, INC.
Name: David H. Hannah
|
|
|
|
Title:
|
Chief Executive Officer and Chairman
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David H. Hannah and Karla
Lewis, and each of them, his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and
any and all additional registration statements pursuant to
Rule 462(b) of the Securities Act of 1933, as amended, and
to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the SEC, granting unto
each said
attorney-in-fact
and agents full power and authority to do and perform each and
every act in person, hereby ratifying and confirming all that
said
attorneys-in-fact
and agents or either of them or their or his or her substitute
or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ David
H. Hannah
David
H. Hannah
|
|
Chief Executive Officer, Chairman
and Director (Principal Executive Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Jerry
Pearson
Jerry
Pearson
|
|
President, Chief Operating Officer
and Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ James
R. Avriett
James
R. Avriett
|
|
Executive Vice President and Chief
Financial Officer (Principal Financial Officer and Principal
Accounting Officer)
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Gregg
J. Mollins
Gregg
J. Mollins
|
|
Director
|
|
December 31, 2006
|
|
|
|
|
|
/s/ Karla
Lewis
Karla
Lewis
|
|
Director
|
|
December 31, 2006
|
II-29
SIGNATURES
AND POWER OF ATTORNEY FOR
TOMA METALS, INC.
Pursuant to the requirements of the Securities Act of 1933, Toma
Metals, Inc. has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on
December 31, 2006
TOMA METALS, INC.
Name: David H. Hannah
|
|
|
|
Title:
|
Chief Executive Officer
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David H. Hannah and Karla
Lewis, and each of them, his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and
any and all additional registration statements pursuant to
Rule 462(b) of the Securities Act of 1933, as amended, and
to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the SEC, granting unto
each said
attorney-in-fact
and agents full power and authority to do and perform each and
every act in person, hereby ratifying and confirming all that
said
attorneys-in-fact
and agents or either of them or their or his or her substitute
or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
|
|
|
|
|
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Signature
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Title
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Date
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/s/ David
H. Hannah
David
H. Hannah
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Chief Executive Officer and
Director (Principal Executive Officer)
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December 31, 2006
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/s/ Daniel
T. Yunetz
Daniel
T. Yunetz
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President, Chief Operating
Officer, Chief Financial Officer and Director (Principal
Financial Officer and Principal Accounting Officer)
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December 31, 2006
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/s/ Gregg
J. Mollins
Gregg
J. Mollins
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Director
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December 31, 2006
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/s/ Karla
Lewis
Karla
Lewis
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Director
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December 31, 2006
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II-30
SIGNATURES
AND POWER OF ATTORNEY FOR
VIKING MATERIALS, INC.
Pursuant to the requirements of the Securities Act of 1933,
Viking Materials, Inc. has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Angeles,
State of California, on December 31, 2006
VIKING MATERIALS, INC.
Name: Gregg Mollins
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Title:
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Chief Executive Officer
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David H. Hannah and Karla
Lewis, and each of them, his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and
any and all additional registration statements pursuant to
Rule 462(b) of the Securities Act of 1933, as amended, and
to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the SEC, granting unto
each said
attorney-in-fact
and agents full power and authority to do and perform each and
every act in person, hereby ratifying and confirming all that
said
attorneys-in-fact
and agents or either of them or their or his or her substitute
or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Gregg
J. Mollins
Gregg
Mollins
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|
Chief Executive Officer and
Director (Principal Executive Officer)
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December 31, 2006
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/s/ Craig
Sauer
Craig
Sauer
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President, Chief Operating Officer
and Director
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December 31, 2006
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/s/ Douglas
Lilyquist
Douglas
Lilyquist
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Vice President and Chief Financial
Officer (Principal Financial Officer and Principal Accounting
Officer)
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December 31, 2006
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/s/ David
H. Hannah
David
H. Hannah
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Director
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December 31, 2006
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/s/ Karla
Lewis
Karla
Lewis
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Director
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December 31, 2006
|
II-31
SIGNATURES
AND POWER OF ATTORNEY FOR
YARDE METALS, INC.
Pursuant to the requirements of the Securities Act of 1933,
Yarde Metals, Inc. has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on
December 31, 2006
YARDE METALS, INC.
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By:
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/s/ William
K. Sales, Jr.
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Name: William K. Sales, Jr.
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Title:
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Chief Executive Officer
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David H. Hannah and Karla
Lewis, and each of them, his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and
any and all additional registration statements pursuant to
Rule 462(b) of the Securities Act of 1933, as amended, and
to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the SEC, granting unto
each said
attorney-in-fact
and agents full power and authority to do and perform each and
every act in person, hereby ratifying and confirming all that
said
attorneys-in-fact
and agents or either of them or their or his or her substitute
or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ William
K. Sales, Jr.
William
K. Sales, Jr.
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Chief Executive Officer and
Director (Principal Executive Officer)
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December 31, 2006
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/s/ Jack
Nicklis
Jack
Nicklis
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Chief Financial Officer (Principal
Financial Officer and Principal Accounting Officer)
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December 31, 2006
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/s/ David
H. Hannah
David
H. Hannah
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Chairman of the Board of Directors
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December 31, 2006
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/s/ Gregg
J. Mollins
Gregg
J. Mollins
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Director
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December 31, 2006
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/s/ Karla
Lewis
Karla
Lewis
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Director
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December 31, 2006
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/s/ Tracy
Yarde-Smith
Tracy
Yarde-Smith
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Director
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December 31, 2006
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/s/ Craig
F. Yarde
Craig
F. Yarde
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Director
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December 31, 2006
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II-32