SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

SCHUCHERT JOSEPH S

(Last)

(First)

(Middle)

C/O KELSO AND COMPANY

320 PARK AVENUE, 24TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

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		10% Owner
Officer (give title below)	X	Other (specify below)
		Former 10% Owner

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2006

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	02/28/2006		J⁽¹⁾⁽²⁾	V	22,445,810	D	⁽¹⁾⁽²⁾	0	I	Kelso Investment Associates IV, L.P.⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/28/2006		J⁽¹⁾⁽²⁾	V	11,616	D	⁽¹⁾⁽²⁾	0	I	Kelso Equity Partners II, L.P.⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/28/2006		J⁽¹⁾⁽²⁾	V	1,704,740	D	⁽¹⁾⁽²⁾	0	I	KIA III-Earle M. Jorgensen, L.P.⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/28/2006		J⁽¹⁾⁽²⁾	V	1,012,468	D	⁽¹⁾⁽²⁾	0	I	Kelso Investment Associates, L.P.⁽¹⁾⁽²⁾⁽³⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This report is being filed to note Mr. Schuchert's termination of insider status. Effective 2/28/2006, Mr. Schuchert ceased to be a general partner, and became a limited partner, of each of Kelso Partners IV, LP (Partners IV), Kelso Equity Partners II, LP (KEP II), Kelso Partners III, LP (Partners III) and Kelso Partners I, LP (Partners I).

2. Partners IV is the general partner of Kelso Investment Assoicates IV, LP (KIA IV). As a result, Mr. Schuchert may no longer be deemed to share beneficial ownership of the securities owned of record by KIA IV. Partners III is the general partner of KIA III-Earle M. Jorgensen, LP (KIA III). As a result, Mr. Schuchert may no longer be deemed to share beneficial ownership of the securities owned of record by KIA III. Partners I is the general partner of Kelso Investment Associates, LP (KIA). As a result, Mr. Schuchert may no longer be deemed to share beneficial ownership of the securites owned of record by KIA. As a result of the reported transaction, Mr. Schuchert may no longer be deemed to share beneficial ownership of the securities owned of record by KEP II.

3. The reported holdings reflect Mr. Schuchert's beneficial ownership as of 2/28/2006. Mr. Schuchert may have been deemed to share beneficial ownership of securities owned of record by KIA IV, KIA III, KIA and KEP II, by virtue of his status as a general partner of each of Partners IV, Partners III, Partners I and KEP II, but disclaims having had beneficial ownership of such securities, and this report shall not be deemed an admission that Mr. Schuchert was the beneficial owner of those securities for purposes of Section 16 or for any other purposes.

	James J. Connors, II, Attorney-in-fact for Mr. Schuchert	03/01/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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