0001193125-12-059829.txt : 20120214 0001193125-12-059829.hdr.sgml : 20120214 20120214135124 ACCESSION NUMBER: 0001193125-12-059829 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 GROUP MEMBERS: COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC GROUP MEMBERS: COLUMBIA SMALL CAP VALUE FUND II 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: 12607411 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: AMERIPRISE FINANCIAL INC CENTRAL INDEX KEY: 0000820027 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 133180631 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1099 AMERIPRISE FINANCIAL CENTER CITY: MINNEAPOLIS STATE: MN ZIP: 55474 BUSINESS PHONE: 612-671-2018 MAIL ADDRESS: STREET 1: 1099 AMERIPRISE FINANCIAL CENTER CITY: MINNEAPOLIS STATE: MN ZIP: 55474 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN EXPRESS FINANCIAL CORP DATE OF NAME CHANGE: 20030513 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN EXPRESS FINANCIAL ADVISORS DATE OF NAME CHANGE: 19950711 FORMER COMPANY: FORMER CONFORMED NAME: IDS FINANCIAL CORP/MN/ DATE OF NAME CHANGE: 19920703 SC 13G 1 d299112dsc13g.htm SCHEDULE 13G Schedule 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities and Exchange Act of 1934

 

 

 

TMS International Corp.

(Name of Issuer)

 

 

 

Common Stock

(Title of Class of Securities)

 

87261Q103

(CUSIP Number)

 

December 31, 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:

This Schedule is filed pursuant to Rule 13d-1(b)

The information required in the remainder of this cover page (except any items to which the form provides a cross-reference) shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

 

CUSIP NO. 87261Q103  

 

  1)   

Name of Reporting Person

S.S. or I.R.S. Identification No. of Above Person

 

Ameriprise Financial, Inc.

IRS No. 13-3180631

  2)  

Check the Appropriate Box if a Member of a Group

(a)  ¨        (b)  x*

 

*  This filing describes the reporting person’s relationship with other persons, but the reporting person does not affirm the existence of a group.

  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

 

    60,037

   7)   

Sole Dispositive Power

 

    0

   8)   

Shared Dispositive Power

 

    1,110,037

  9)

  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    1,110,037

10)

  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

    Not Applicable

11)

  

Percent of Class Represented by Amount In Row (9)

 

    8.62%

12)

  

Type of Reporting Person

 

    HC

CUSIP NO. 87261Q103  

 

  1)   

Name of Reporting Person

S.S. or I.R.S. Identification No. of Above Person

 

Columbia Management Investment Advisers, LLC

IRS No. 41-1533211

  2)  

Check the Appropriate Box if a Member of a Group

(a)  ¨        (b)  x*

 

*  This filing describes the reporting person’s relationship with other persons, but the reporting person does not affirm the existence of a group.

  3)  

SEC Use Only

 

  4)  

Citizenship or Place of Organization

 

    Minnesota

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    5)    

Sole Voting Power

 

    0

   6)   

Shared Voting Power

 

    60,037

   7)   

Sole Dispositive Power

 

    0

   8)   

Shared Dispositive Power

 

    1,110,037

  9)

  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    1,110,037

10)

  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

    Not Applicable

11)

  

Percent of Class Represented by Amount In Row (9)

 

    8.62%

12)

  

Type of Reporting Person

 

    IA

CUSIP NO. 87261Q103  

 

  1)   

Name of Reporting Person

S.S. or I.R.S. Identification No. of Above Person

 

Columbia Small Cap Value Fund II

IRS No. 01-0656233

  2)  

Check the Appropriate Box if a Member of a Group

(a)  ¨        (b)  x*

 

*  This filing describes the reporting person’s relationship with other persons, but the reporting person does not affirm the existence of a group.

  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

 

    936,500

   6)   

Shared Voting Power

 

    0

   7)   

Sole Dispositive Power

 

    0

   8)   

Shared Dispositive Power

 

    936,500

  9)

  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    936,500

10)

  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

    Not Applicable

11)

  

Percent of Class Represented by Amount In Row (9)

 

    7.27%

12)

  

Type of Reporting Person

 

    IV

1(a)   Name of Issuer:   TMS International Corp.
1(b)  

Address of Issuer’s Principal

Executive Offices:

  

12 Monongahela Ave. P.O. Box 2000

Glassport, PA 15045

2(a)   Name of Person Filing:   (a) Ameriprise Financial, Inc. (“AFI”)
    (b) Columbia Management Investment
    Advisers, LLC (“CMIA”)
    (c) Columbia Small Cap Value Fund II (“Fund”)
2(b)   Address of Principal Business Office:   (a) Ameriprise Financial, Inc.
    145 Ameriprise Financial Center
    Minneapolis, MN 55474
    (b) 225 Franklin St.
    Boston, MA 02110
    (c) 225 Franklin St.
    Boston, MA 02110
2(c)   Citizenship:   (a) Delaware
    (b) Minnesota
    (c) Delaware
2(d)   Title of Class of Securities:   Common Stock
2(e)   Cusip Number:  

87261Q103

 

3 Information if statement is filed pursuant to Rules 13d-1(b) or 13d-2(b):

(a) Ameriprise Financial, Inc.

A parent holding company in accordance with Rule 13d-1(b)(1)(ii)(G). (Note: See Item 7)

(b) Columbia Management Investment Advisers, LLC

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)

(c) Columbia Small Cap Value Fund II

An investment company in accordance with Rule 13d-1(b)(1)(ii)(D).

 

4 Incorporated by reference to Items (5)-(9) and (11) of the cover page pertaining to each reporting person.

CMIA and AFI do not directly own any shares of Common Stock of the issuer. As the investment adviser to the Fund and various other unregistered and registered investment companies and other managed accounts, CMIA may be deemed to beneficially own the shares reported herein by the Fund. Accordingly, the shares reported herein by CMIA include those shares separately reported herein by the Fund.

As the parent holding company of CMIA, AFI may be deemed to beneficially own the shares reported herein by CMIA. Accordingly, the shares reported herein by AFI include those shares separately reported herein by CMIA.

Each of AFI and CMIA, and the subsidiaries identified on the attached Exhibit I, disclaims beneficial ownership of any shares reported on this Schedule.

 

5 Ownership of 5% or Less of a Class: Not Applicable

 

6 Ownership of more than 5% on Behalf of Another Person:

To the knowledge of AFI, CMIA and the Fund, no other persons besides AFI, CMIA and the Fund and those persons for whose shares of common stock CMIA and AFI report beneficial ownership have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities of the issuer reported herein. As of December 31, 2011, only the Fund owned more than 5% of the class of securities reported herein.

Any remaining shares reported herein by CMIA are held by various other funds or accounts managed by CMIA which each have the right to receive any dividends paid by the issuer and could terminate their respective investment advisory relationship with CMIA and then subsequently direct the use of proceeds from the sale of the common stock owned by such fund or account. To CMIA’s knowledge, none of these other funds or accounts own more than 5% of the outstanding shares of the issuer as December 31, 2011.

 

7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

AFI: See Exhibit I

 

8 Identification and Classification of Members of the Group:

Not Applicable

 

9 Notice of Dissolution of Group:

Not Applicable

 

10 Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes 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.

Dated: February 13, 2012

 

Ameriprise Financial, Inc.
By:  

/s/ Wade M. Voigt

Name:   Wade M. Voigt
Title:  

Vice President – Fund Administration –

Financial Reporting

Columbia Management Investment
Advisers, LLC
By:  

/s/ Amy Johnson

Name:   Amy Johnson
Title:   Chief Operating Officer

Columbia Small Cap Value Fund II

By:  

/s/ Scott R. Plummer

Name:   Scott R. Plummer
Title:   Senior Vice President, Secretary and Chief Legal Officer
Contact Information
  Wade M. Voigt
 

Vice President – Fund Administration –

Financial Reporting

  Telephone: (612) 671-5682

Exhibit Index

 

Exhibit I    Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company.
Exhibit II    Joint Filing Agreement
 EX-99.(I) 2 d299112dex99i.htm IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY Identification and Classification of the Subsidiary

Exhibit I

to

Schedule 13G

Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows:

Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

EX-99.(II) 3 d299112dex99ii.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit II

to

Schedule 13G

Joint Filing Agreement

The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 13, 2012 in connection with their beneficial ownership of TMS International Corp. Each of Columbia Small Cap Value Fund II and Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this Exhibit is attached and make any necessary amendments thereto.

 

Ameriprise Financial, Inc.
By:  

/s/ Wade M. Voigt

  Wade M. Voigt
  Vice President – Fund Administration – Financial Reporting
Columbia Management Investment Advisers, LLC
By:  

/s/ Amy Johnson

  Amy Johnson
  Chief Operating Officer

Columbia Small Cap Value Fund II

By:  

/s/ Scott R. Plummer

  Scott R. Plummer
  Senior Vice President, Secretary and Chief Legal Officer