0001140361-19-013008.txt : 20190716 0001140361-19-013008.hdr.sgml : 20190716 20190716160524 ACCESSION NUMBER: 0001140361-19-013008 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190716 DATE AS OF CHANGE: 20190716 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Global Brass & Copper, Inc. CENTRAL INDEX KEY: 0001575096 STANDARD INDUSTRIAL CLASSIFICATION: ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS [3350] IRS NUMBER: 061826564 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-189221 FILM NUMBER: 19957276 BUSINESS ADDRESS: STREET 1: 475 N. MARTINGALE ROAD, SUITE 1050 CITY: SCHAUMBURG STATE: IL ZIP: 60173 BUSINESS PHONE: 847-240-4700 MAIL ADDRESS: STREET 1: 475 N. MARTINGALE ROAD, SUITE 1050 CITY: SCHAUMBURG STATE: IL ZIP: 60173 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GBC Metals, LLC CENTRAL INDEX KEY: 0001575093 IRS NUMBER: 680661230 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-189221-02 FILM NUMBER: 19957274 BUSINESS ADDRESS: STREET 1: 427 N. SHAMROCK CITY: EAST ALTON STATE: IL ZIP: 62024 BUSINESS PHONE: 847-240-4700 MAIL ADDRESS: STREET 1: 427 N. SHAMROCK CITY: EAST ALTON STATE: IL ZIP: 62024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Chase Brass & Copper Company, LLC CENTRAL INDEX KEY: 0001575090 IRS NUMBER: 753261457 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-189221-05 FILM NUMBER: 19957273 BUSINESS ADDRESS: STREET 1: 14212 COUNTY ROAD M-50 CITY: MONTPELIER STATE: OH ZIP: 43543 BUSINESS PHONE: 847-240-4700 MAIL ADDRESS: STREET 1: 14212 COUNTY ROAD M-50 CITY: MONTPELIER STATE: OH ZIP: 43543 FILER: COMPANY DATA: COMPANY CONFORMED NAME: A.J. Oster, LLC CENTRAL INDEX KEY: 0001575082 IRS NUMBER: 680661238 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-189221-07 FILM NUMBER: 19957272 BUSINESS ADDRESS: STREET 1: 301 METRO CENTER BLVD. 204 CITY: WARWICK STATE: RI ZIP: 02886 BUSINESS PHONE: 847-240-4700 MAIL ADDRESS: STREET 1: 301 METRO CENTER BLVD. 204 CITY: WARWICK STATE: RI ZIP: 02886 FILER: COMPANY DATA: COMPANY CONFORMED NAME: A.J. Oster West, LLC CENTRAL INDEX KEY: 0001575081 IRS NUMBER: 753261460 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-189221-08 FILM NUMBER: 19957271 BUSINESS ADDRESS: STREET 1: 22833 LA PALMA AVENUE CITY: YORBA LINDA STATE: CA ZIP: 92887 BUSINESS PHONE: 847-240-4700 MAIL ADDRESS: STREET 1: 22833 LA PALMA AVENUE CITY: YORBA LINDA STATE: CA ZIP: 92887 FILER: COMPANY DATA: COMPANY CONFORMED NAME: A.J. Oster Foils, LLC CENTRAL INDEX KEY: 0001575079 IRS NUMBER: 753261463 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-189221-09 FILM NUMBER: 19957270 BUSINESS ADDRESS: STREET 1: 2081 MCCREA STREET CITY: ALLIANCE STATE: OH ZIP: 44601 BUSINESS PHONE: 847-240-4700 MAIL ADDRESS: STREET 1: 2081 MCCREA STREET CITY: ALLIANCE STATE: OH ZIP: 44601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: A.J. Oster Caribe, LLC CENTRAL INDEX KEY: 0001575078 IRS NUMBER: 050422403 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-189221-10 FILM NUMBER: 19957269 BUSINESS ADDRESS: STREET 1: CENTRO INDUSTRIAL RIO CANAS LOTE 29 CITY: CAGUAS STATE: PR ZIP: 00725 BUSINESS PHONE: 847-240-4700 MAIL ADDRESS: STREET 1: CENTRO INDUSTRIAL RIO CANAS LOTE 29 CITY: CAGUAS STATE: PR ZIP: 00725 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL BRASS & COPPER HOLDINGS, INC. CENTRAL INDEX KEY: 0001533526 STANDARD INDUSTRIAL CLASSIFICATION: ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS [3350] IRS NUMBER: 061826563 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-189221-11 FILM NUMBER: 19957275 BUSINESS ADDRESS: STREET 1: 475 N. MARTINGALE ROAD STREET 2: SUITE 1200 CITY: SCHAUMBURG STATE: IL ZIP: 60173 BUSINESS PHONE: 847-240-4700 MAIL ADDRESS: STREET 1: 475 N. MARTINGALE ROAD STREET 2: SUITE 1200 CITY: SCHAUMBURG STATE: IL ZIP: 60173 POS AM 1 nt10003256x1_posam.htm POS AM
As filed with the Securities and Exchange Commission on July 16, 2019

Registration No.  333-189221

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


 
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT NO. 333-189221
UNDER
THE SECURITIES ACT OF 1933


 
GLOBAL BRASS AND COPPER, INC.
and certain entities identified in the “Table of Additional Registrants” below
(Exact name of registrant as specified in its charter)
 
Delaware
06-1826564
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer
Identification Number)
 
475 N. Martingale Road Suite 1050
Schaumburg, IL 60173
(847) 240-4700  

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 Anne-Marie W. D’Angelo
General Counsel
Global Brass and Copper Holdings, Inc.
475 N. Martingale Road Suite 1050
Schaumburg, IL 60173
(847) 240-4711
  
 (Name, address, including zip code, and telephone number, including area code, of agent for service)
 
With copies to:

Paul Scrivano
Ropes & Gray LLP
1211 Avenue of the Americas
New York, New York 10036
Christopher Ewan
Amber Meek
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
 

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
 
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐
  
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. ☐
 
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
 
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer  (Do not check if a smaller reporting company)
Smaller reporting company ☐
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

TABLE OF ADDITIONAL REGISTRANTS

 
Name
 
 
State or Other
Jurisdiction of
Incorporation or
Organization
 
 
Address and
Phone Numbers
 
 
Primary Standard
Industrial
Classification
Code Number
 
 
I.R.S. Employer
Identification
Number
Global Brass and Copper Holdings, Inc.
 
Delaware
 
475 N. Martingale Road
Suite 1050
Schaumburg, IL 60173
847-240-4700
 
3350
 
06-1826563
Chase Brass and Copper Company, LLC(1)
 
Delaware
 
14212 County Road M-50
Montpelier, OH 43543
419-485-3193
 
3350
 
75-3261457
GBC Metals, LLC(2)
 
Delaware
 
427 N. Shamrock
East Alton, IL 62024
618-258-5476
 
3350
 
68-0661230
A.J. Oster, LLC
 
Delaware
 
301 Metro Center Blvd. #204,
Warwick, RI 02886
401-739-0800
 
3350
 
68-0661238
A.J. Oster Foils, LLC
 
Delaware
 
2081 McCrea St.
Alliance, OH 44601
330-823-1700
 
3350
 
75-3261463
A.J. Oster Caribe, LLC
 
Delaware
 
Centro Industrial Rio Kanas
Carretera 175 Lote #29
Caguas, Puerto Rico
00725
787-747-8125
 
3350
 
05-0422403
A.J. Oster West, LLC
 
Delaware
 
22833 La Palma Ave.
Yorba Linda, CA 92887
714-692-1000
 
3350
 
75-3261460

(1) On January 1, 2017, Chase Brass, LLC and Chase Industries, LLC were merged with and into Chase Brass and Copper Company, LLC and have ceased  to exist. These entities were included as additional registrants on the original Form S-4, but they are no longer additional registrants as a result of the transactions.

(2) On January 1, 2017, Olin Fabricated Metal Products, LLC and Bryan Metals, LLC were merged with and into GBC Metals, LLC and have ceased to exist. These entities were included as additional registrants on the original Form S-4, but they are no longer additional registrants as a result of the transactions.

EXPLANATORY NOTE — DEREGISTRATION OF UNSOLD SECURITIES

This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”), filed by Global Brass and Copper, Inc., a Delaware corporation (the “Company”), relates to the Registration Statement on Form S-4 (Registration Number 333-189221) filed by the Company with the U.S. Securities and Exchange Commission on June 10, 2013, as amended by Amendment No. 1 thereto on July 24, 2013 and Amendment No. 2 thereto on September 3, 2013 (the “Registration Statement”), pertaining to the registration of the securities described in the Registration Statement.

On April 9, 2019, Global Brass and Copper Holdings, Inc. (“GBC”), the parent of the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Wieland Holdings, Inc., an Illinois corporation (“Parent”), Elephant Acquisition Corp., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”) and Wieland-Werke Aktiengesellschaft, a German stock corporation (“Parent Holdco”), pursuant to which Parent Holdco would acquire GBC. On July 16, 2019, pursuant to the Merger Agreement, (i) each share of common stock of GBC, par value $0.01 per share (the “Shares”) (other than Shares owned by GBC in treasury or by Parent Holdco, Parent or Merger Sub, or any wholly owned subsidiary of Parent Holdco (other than Parent and Merger Sub)) was automatically canceled and converted into the right to receive an amount in cash equal to $44, without interest thereon (the “Merger Consideration”) and less any applicable withholding taxes, and (ii) Merger Sub merged with and into GBC, with GBC continuing as the surviving corporation and a wholly-owned indirect subsidiary of Parent Holdco (the “Merger”). The Merger became effective on July 16, 2019 following the filing of the Certificate of Merger with the Secretary of State of the State of Delaware (the “Effective Time”).

In accordance with the undertaking made by the Company in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities that had been registered for issuance but remain unsold at the termination of the offering, this post-effective amendment to the Registration Statement is being filed to remove from registration, as of the effectiveness of this post-effective amendment, any and all securities of the Company that are registered under the Registration Statement that remain unsold as of the effectiveness of this post-effective amendment, and to terminate the effectiveness of the Registration Statement.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused the Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Schaumburg, IL on July 16, 2019.

 
GLOBAL BRASS AND COPPER, INC.
 
 
 
 
 
By:
/s/ John. J. Wasz
 
 
Name:
John J. Wasz
 
 
Title:
President and Chief Operating Officer

Pursuant to the requirements of the Securities Act of 1933, each of the co-registrants Global Brass and Copper Holdings, Inc., Chase Brass and Copper Company, LLC, GBC Metals, LLC, A.J. Oster, LLC, A.J. Oster Foils, LLC, A.J. Oster Caribe, LLC and A.J. Oster West, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused the Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Schaumburg, IL on July 16, 2019.


GLOBAL BRASS AND COPPER HOLDINGS, INC.
CHASE BRASS AND COPPER COMPANY, LLC
GBC METALS, LLC
A.J. OSTER, LLC
A.J. OSTER FOILS, LLC
A.J. OSTER CARIBE, LLC
A.J. OSTER WEST, LLC
     
 
By:
/s/ John J. Wasz
 
 
Name:
John J. Wasz
 
 
Title:
President and Chief Operating Officer


No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.