Edgar Filing: JORGENSEN EARLE M CO /DE/

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

KELSO INVESTMENT ASSOCIATES IV L P

2. Issuer Name and Ticker or Trading Symbol
JORGENSEN EARLE M CO /DE/ [JOR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O KELSO AND COMPANY, 320 PARK AVENUE, 24TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
04/20/2005

(Street)

NEW YORK, NY 10022

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/20/2005		J⁽¹⁾		128	D	⁽¹⁾	0	I ⁽¹⁾	By Earle M. Jorgensen Holding Company, Inc. ⁽¹⁾
Common Stock	04/20/2005		J⁽¹⁾		22,445,811	A	⁽¹⁾	22,445,811	D ⁽¹⁾
Common Stock	04/20/2005		J⁽¹⁾		11,616	A	⁽¹⁾	11,616	I ⁽¹⁾	By Kelso Equity Partners II, L.P. ⁽¹⁾
Common Stock	04/20/2005		J⁽¹⁾		1,704,740	A	⁽¹⁾	1,704,740	I ⁽¹⁾	By KIA III - Earle M. Jorgensen, L.P. ⁽¹⁾
Common Stock	04/20/2005		J⁽¹⁾		1,012,468	A	⁽¹⁾	1,012,468	I ⁽¹⁾	By Kelso Investment Associates, L.P. ⁽¹⁾
Common Stock	04/20/2005		J⁽¹⁾		5,000	A	⁽¹⁾	5,000	I ⁽¹⁾	By George E. Matelich ⁽¹⁾
Common Stock	04/20/2005		J⁽¹⁾		5,000	A	⁽¹⁾	5,000	I ⁽¹⁾	By Thomas R. Wall, IV ⁽¹⁾
Common Stock	04/20/2005		J⁽¹⁾		20,499	A	⁽¹⁾	20,499	I ⁽¹⁾	By Frank T. Nickell ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KELSO INVESTMENT ASSOCIATES IV L P C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK, NY 10022		X
SCHUCHERT JOSEPH S C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK, NY 10022		X
NICKELL FRANK T C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK, NY 10022	X	X
WALL THOMAS R IV C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK, NY 10022		X
MATELICH GEORGE E C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK, NY 10022		X
GOLDBERG MICHAEL B C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK, NY 10022		X
WAHRHAFTIG DAVID I C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK, NY 10022	X	X
BYNUM FRANK K C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK, NY 10022		X
BERNEY PHILIP E C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK, NY 10022		X

Signatures

/s/ Kelso Investment Associates IV, L.P.		04/20/2005
^**Signature of Reporting Person		Date
/s/ Joseph S. Schuchert		04/20/2005
^**Signature of Reporting Person		Date
/s/ Frank T. Nickell		04/20/2005
^**Signature of Reporting Person		Date
/s/ Thomas R. Wall, IV		04/20/2005
^**Signature of Reporting Person		Date
/s/ George E. Matelich		04/20/2005
^**Signature of Reporting Person		Date
/s/ Michael B. Goldberg		04/20/2005
^**Signature of Reporting Person		Date
/s/ David I. Wahrhaftig		04/20/2005
^**Signature of Reporting Person		Date
/s/ Frank K. Bynum, Jr		04/20/2005
^**Signature of Reporting Person		Date
/s/ Philip E. Berney		04/20/2005
^**Signature of Reporting Person		Date
/s/ Howard Matlin, Attorney-in-fact		04/20/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	See Exhibit 99.1 attached hereto for an explanation of the transactions and beneficial ownership by reporting persons.
Remarks: Because an electronically filed joint filing is limited to a maximum of ten reporting persons, this Form 4 is one of two filed today reporting on the same securities by the following joint filers: Kelso Investment Associates, L.P.; KIA III - Earle M. Jorgensen, L.P.; Kelso Investment Associates IV, L.P.; Kelso Equity Partners II, L.P.; Kelso Partners I, L.P.; Kelso Partners III, L.P.; Kelso Partners IV, L.P.; Joseph S. Schuchert; Frank T. Nickell; Thomas R. Wall, IV; George E. Matelich; Michael B. Goldberg; David I. Wahrhaftig; Frank K. Bynum, Jr.; and Philip E. Berney.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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