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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $ 1.8933 | 04/20/2005 | J(1)(2) | 44,103 | 04/20/2005 | 07/31/2007 | Common Stock | 44,103 | (1) (2) | 44,103 | D | ||||
Stock Option (right to buy) | $ 4.3818 | 04/20/2005 | J(1)(2) | 44,103 | 04/20/2005 | 07/31/2008 | Common Stock | 44,103 | (1) (2) | 44,103 | D | ||||
Stock Option (right to buy) | $ 3.1234 | 04/20/2005 | J(1)(2) | 17,641 | 04/20/2005 | 07/31/2009 | Common Stock | 17,641 | (1) (2) | 17,641 | D | ||||
Stock Option (right to buy) | $ 4.1438 | 04/20/2005 | J(1)(2) | 26,462 | 04/20/2005 | 07/31/2010 | Common Stock | 26,462 | (1) (2) | 26,462 | D | ||||
Stock Option (right to buy) | $ 4.6256 | 04/20/2005 | J(1)(2) | 17,641 | 04/20/2005 | 07/31/2011 | Common Stock | 17,641 | (1) (2) | 17,641 | D | ||||
Stock Option (right to buy) | $ 4.4102 | 04/20/2005 | J(1)(2) | 17,641 | 04/20/2005 | 07/31/2012 | Common Stock | 17,641 | (1) (2) | 17,641 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Henry Kenneth L C/O EARLE M. JORGENSEN COMPANY 10650 ALAMEDA STREET LYNWOOD, CA 90262 |
Exec. Vice President |
/s/ William S. Johnson, as Attorney-in-Fact | 04/20/2005 | |
**Signature of Reporting Person | Date |
* | 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) | Prior to the transaction reported on this form, Mr. Henry owned (i) 5,101 shares of the common stock of Earle M. Jorgensen Holding Company, Inc. (the "Holding Common Stock"), (ii) 31,671 shares of Holding Common Stock, 307 shares of Holding's series B preferred stock ("Holding Series B Preferred Stock") and 1,706 shares of Holding's 13% Cumulative Preferred Stock ("Holding Series A Preferred Stock") allocated to Mr. Henry's stock bonus plan account, (iii) 13,899 shares of Holding Common Stock and 547 shares of Holding Series A Preferred Stock held by Mr. Henry in his directed account under the stock bonus plan, (iv) 156 shares of Holding Series A Preferred Stock, and (v) fully vested options exercisable for 167,591 shares of Holding Common Stock. Pursuant to a merger and financial restructuring that is exempt under Rule 16b-7, among other things, (Continued in Footnote 2) |
(2) | (a) each share of Holding Common Stock was exchanged for one share of the Issuer's common stock, (b) each share of Holding Series A Preferred Stock was exchanged for $403.75 in cash and 41.29 shares of the Issuer's common stock, without giving effect to the holdback of shares in respect of the underwriters' over-allotment option, (c) each share of Holding Series B Preferred Stock was exchanged for $494.38 in cash and 50.56 shares of the Issuer's common stock, without giving effect to the holdback of shares in respect of the underwriters' over-allotment option, and (d) each stock option that had been exercisable for shares of Holding Common Stock became exercisable for an equal number of shares of the Issuer's common stock at the same exercise prices and on the same terms and conditions as provided in the Holding stock option agreements and stock option plan. |