0000919574-11-002824.txt : 20110428 0000919574-11-002824.hdr.sgml : 20110428 20110428090144 ACCESSION NUMBER: 0000919574-11-002824 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110428 DATE AS OF CHANGE: 20110428 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TMS International Corp. CENTRAL INDEX KEY: 0001491501 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [3310] IRS NUMBER: 205899976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86193 FILM NUMBER: 11785798 BUSINESS ADDRESS: STREET 1: 12 MONONGAHELA AVENUE STREET 2: P.O. BOX 2000 CITY: GLASSPORT STATE: PA ZIP: 15045 BUSINESS PHONE: 412-678-6141 MAIL ADDRESS: STREET 1: 12 MONONGAHELA AVENUE STREET 2: P.O. BOX 2000 CITY: GLASSPORT STATE: PA ZIP: 15045 FORMER COMPANY: FORMER CONFORMED NAME: Metal Services Acquisition Corp. DATE OF NAME CHANGE: 20100507 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAMLYN CAPITAL, LLC CENTRAL INDEX KEY: 0001421097 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 500 PARK AVENUE STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-848-0519 MAIL ADDRESS: STREET 1: 500 PARK AVENUE STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 d1192068_13g.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.) TMS International Corp. -------------------------------------------------------------------------------- (Name of Issuer) Class A common stock, par value $0.001 per share -------------------------------------------------------------------------------- (Title of Class of Securities) 87261Q 103 -------------------------------------------------------------------------------- (CUSIP Number) April 19, 2011 -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] Rule 13d-1(d) ---------- The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 87261Q 103 ---------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Samlyn Capital, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 838,342 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 838,342 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 838,342 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.5% 12. TYPE OF REPORTING PERSON IA, OO -------------------------------------------------------------------------------- CUSIP No. 87261Q 103 ---------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Robert Pohly 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 838,342 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 838,342 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 838,342 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.5% 12. TYPE OF REPORTING PERSON* IN CUSIP No. 87261Q 103 ---------- Item 1(a). Name of Issuer: TMS International Corp. --------------------------------------------------------------------- Item 1(b). Address of Issuer's Principal Executive Offices: 12 Monongahela Avenue Glassport, Pennsylvania 15045 --------------------------------------------------------------------- Item 2(a). Name of Persons Filing: Samlyn Capital, LLC Robert Pohly --------------------------------------------------------------------- Item 2(b). Address of Principal Business Office, or if None, Residence of Persons Filing: Samlyn Capital, LLC 500 Park Avenue, 2nd Floor New York, NY 10022 United States of America Robert Pohly c/o Samlyn Capital, LLC 500 Park Avenue, 2nd Floor New York, NY 10022 United States of America --------------------------------------------------------------------- Item 2(c). Citizenship: Samlyn Capital, LLC: Delaware Robert Pohly: United States of America --------------------------------------------------------------------- Item 2(d). Title of Class of Securities: Class A common stock, par value $0.001 per share --------------------------------------------------------------------- Item 2(e). CUSIP Number: 87261Q 103 --------------------------------------------------------------------- Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act. (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [_] Investment company registered under Section 8 of the Investment Company Act. (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Samlyn Capital, LLC: 838,342 Robert Pohly: 838,342 -------------------------------------------------------------------- (b) Percent of class: Samlyn Capital, LLC: 7.5% Robert Pohly: 7.5% -------------------------------------------------------------------- (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Samlyn Capital, LLC: 0 Robert Pohly: 0 (ii) Shared power to vote or to direct the vote Samlyn Capital, LLC: 838,342 Robert Pohly: 838,342 (iii) Sole power to dispose or to direct the disposition of Samlyn Capital, LLC: 0 Robert Pohly: 0 (iv) Shared power to dispose or to direct the disposition of Samlyn Capital, LLC: 838,342 Robert Pohly: 838,342 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following [ ]. N/A -------------------------------------------------------------------- Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A -------------------------------------------------------------------- Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A -------------------------------------------------------------------- Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A -------------------------------------------------------------------- Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. N/A -------------------------------------------------------------------- Item 10. Certifications. By signing below each of the Reporting Persons certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. April 28, 2011 ------------------------ (Date) Samlyn Capital, LLC By: /s/ Robert Pohly -------------------- Name: Robert Pohly Title: Managing Member /s/ Robert Pohly ------------------------ Robert Pohly Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties for whom copies are to be sent. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). EXHIBIT A AGREEMENT The undersigned agree that this Schedule 13G dated April 28, 2011 relating to the Class A common stock, par value $0.001 per share, of TMS International Corp., shall be filed on behalf of the undersigned. Samlyn Capital, LLC By: /s/ Robert Pohly -------------------- Name: Robert Pohly Title: Managing Member /s/ Robert Pohly ------------------------ Robert Pohly SK 25708 0004 1192068