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TMS International Corp.
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(Name of Issuer)
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Class A common stock, par value $0.001 per share
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(Title of Class of Securities)
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87261Q 103
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(CUSIP Number)
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December 31, 2011
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(Date of Event Which Requires Filing of this Statement)
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CUSIP No.
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87261Q 103
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Samlyn Capital, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [_]
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||||
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(b) [X]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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1,165,842
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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1,165,842
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,165,842
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[_]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, OO
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||||
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CUSIP No.
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87261Q 103
|
|||
|
1.
|
NAME OF REPORTING PERSONS
|
|||
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
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Samlyn Offshore Master Fund, Ltd.
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||||
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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|||
|
(a) [_]
|
||||
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(b) [X]
|
||||
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||||
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5.
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SOLE VOTING POWER
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|||
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0
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||||
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6.
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SHARED VOTING POWER
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|||
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716,942
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||||
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7.
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SOLE DISPOSITIVE POWER
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|||
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0
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||||
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8.
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SHARED DISPOSITIVE POWER
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|||
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716,942
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||||
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|||
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716,942
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||||
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10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|||
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[_]
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||||
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|||
|
OO
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||||
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CUSIP No.
|
87261Q 103
|
|||
|
1.
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NAME OF REPORTING PERSONS
|
|||
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
|
Robert Pohly
|
||||
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|||
|
(a) [_]
|
||||
|
(b) [X]
|
||||
|
3.
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SEC USE ONLY
|
|||
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
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United States of America
|
||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||||
|
5.
|
SOLE VOTING POWER
|
|||
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0
|
||||
|
6.
|
SHARED VOTING POWER
|
|||
|
1,165,842
|
||||
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7.
|
SOLE DISPOSITIVE POWER
|
|||
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0
|
||||
|
8.
|
SHARED DISPOSITIVE POWER
|
|||
|
1,165,842
|
||||
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
1,165,842
|
||||
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|||
|
[_]
|
||||
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11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|||
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9%
|
||||
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12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|||
|
IN
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||||
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CUSIP No.
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87261Q 103
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Item 1.
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(a)
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Name of Issuer:
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TMS International Corp.
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(b)
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Address of Issuer's Principal Executive Offices:
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12 Monongahela Avenue
Glassport, Pennsylvania 15045
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Item 2.
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(a)
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Name of Persons Filing:
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Samlyn Capital, LLC
Samlyn Offshore Master Fund, Ltd.
Robert Pohly
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(b)
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Address or Principal Business Office or, if None, Residence of Persons Filing:
|
||
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Samlyn Capital, LLC
500 Park Avenue, 2nd Floor
New York, NY 10022
United States of America
Samlyn Offshore Master Fund, Ltd.
c/o Goldman Sachs (Cayman) Trust, Limited
Gardenia Court, Suite 3307
45 Market Street, Camana Bay
P O Box 896, KY1-1103
Cayman Islands
Robert Pohly
c/o Samlyn Capital, LLC
500 Park Avenue, 2nd Floor
New York, NY 10022
United States of America
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(c)
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Citizenship:
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Samlyn Capital, LLC: Delaware
Samlyn Offshore Master Fund, Ltd.-Cayman Islands
Robert Pohly: United States of America
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(d)
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Title of Class of Securities:
|
||
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Class A common stock, par value $0.001 per share
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(e)
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CUSIP No.:
|
||
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87261Q 103
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Item 3.
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If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a
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(a)
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[_]
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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[_]
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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[_]
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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[_]
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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[_]
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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[_]
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An employee benefit plan or endowment fund in accordance with Rule 13d-1 (b) (1) (ii) (F);
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(g)
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[_]
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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[_]
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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[_]
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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[_]
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership.
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
|
|
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Samlyn Capital, LLC: 1,165,842
Samlyn Offshore Master Fund, Ltd.: 716,942
Robert Pohly: 1,165,842
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|
(b)
|
Percent of class:
|
|
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Samlyn Capital, LLC: 9%
Samlyn Offshore Master Fund, Ltd.: 6%
Robert Pohly: 9%
|
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(c)
|
Number of shares as to which the person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote
|
||||
|
Samlyn Capital, LLC: 0
Samlyn Offshore Master Fund, Ltd.: 0
Robert Pohly: 0
|
|||||
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(ii)
|
Shared power to vote or to direct the vote
|
||||
|
Samlyn Capital, LLC: 1,165,842
Samlyn Offshore Master Fund, Ltd.: 716,942
Robert Pohly: 1,165,842
|
|||||
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
||||
|
Samlyn Capital, LLC: 0
Samlyn Offshore Master Fund, Ltd.: 0
Robert Pohly: 0
|
|||||
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
||||
|
Samlyn Capital, LLC: 1,165,842
Samlyn Offshore Master Fund, Ltd.: 716,942
Robert Pohly: 1,165,842
|
|||||
|
Item 5.
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Ownership of Five Percent or Less of a Class.
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|
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 [ ].
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|
|
Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person.
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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.
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N/A
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Item 7.
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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 §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 Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
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|
|
N/A
|
|
|
Item 9.
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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. See Item 5.
|
|
|
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.
|
|
February 14, 2012
|
||
|
(Date)
|
||
|
Samlyn Capital, LLC
|
||
|
By:
|
/s/ Robert Pohly
|
|
|
Name:
|
Robert Pohly
|
|
|
Title:
|
Managing Member
|
|
|
Samlyn Offshore Master Fund, Ltd
|
||
|
By:
|
/s/ Robert Pohly
|
|
|
Name:
|
Robert Pohly
|
|
|
Title:
|
Director
|
|
|
/s/ Robert Pohly
|
||
|
Robert Pohly
|
||
|
Samlyn Capital, LLC
|
||
|
By:
|
/s/ Robert Pohly
|
|
|
Name:
|
Robert Pohly
|
|
|
Title:
|
Managing Member
|
|
|
Samlyn Offshore Master Fund, Ltd
|
||
|
By:
|
/s/ Robert Pohly
|
|
|
Name:
|
Robert Pohly
|
|
|
Title:
|
Director
|
|
|
/s/ Robert Pohly
|
||
|
Robert Pohly
|
||