-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CDN9RbhLDjIGlySH280tlkaoWVWibdo7gYYRdnwxRRxIoSKC/CHbdFriUuWZCgl3 kP4SzbetEDxQQpQHHa3RGw== 0000315066-05-002461.txt : 20050912 0000315066-05-002461.hdr.sgml : 20050912 20050912150548 ACCESSION NUMBER: 0000315066-05-002461 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050912 DATE AS OF CHANGE: 20050912 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RUSSEL METALS INC CENTRAL INDEX KEY: 0000903657 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-METALS SERVICE CENTERS & OFFICES [5051] IRS NUMBER: 411443629 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45987 FILM NUMBER: 051079808 BUSINESS ADDRESS: STREET 1: 1900 MINNESOTA COURT STE 210 CITY: MISSISSAUGA ONTARIO STATE: A6 ZIP: L5N 3C9 BUSINESS PHONE: 9058197419 MAIL ADDRESS: STREET 1: 1900 MINNESOTA COURT STREET 2: SUITE 210 MISSISSAUGA CITY: ONTARIO CANADA STATE: A6 ZIP: L5N 3C9 FORMER COMPANY: FORMER CONFORMED NAME: FEDERAL INDUSTRIES LTD DATE OF NAME CHANGE: 19930505 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FMR CORP CENTRAL INDEX KEY: 0000315066 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 161144965 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 82 DEVONSHIRE ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6175706339 MAIL ADDRESS: STREET 1: 82 DEVONSHIRE STREET CITY: BOSTON STATE: MA ZIP: 02109 SC 13G/A 1 filing.txt DOC ONE SCHEDULE 13G Amendment No. 1 Russel Metals Inc. Common Stock Cusip #781903604 Cusip #781903604 Item 1: Reporting Person - FMR Corp. Item 4: Delaware Item 5: 0 Item 6: 0 Item 7: 1,410,000 Item 8: 0 Item 9: 1,410,000 Item 11: 2.788% Item 12: HC Cusip #781903604 Item 1: Reporting Person - Edward C. Johnson 3d Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 1,410,000 Item 8: 0 Item 9: 1,410,000 Item 11: 2.788% Item 12: IN SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) Item 1(a). Name of Issuer: Russel Metals Inc. Item 1(b). Name of Issuer's Principal Executive Offices: 1900 Minnesota Court Suite 210 Mississiauga, Ontario L5N 3C9 Canada Item 2(a). Name of Person Filing: FMR Corp. Item 2(b). Address or Principal Business Office or, if None, Residence: 82 Devonshire Street, Boston, Massachusetts 02109 Item 2(c). Citizenship: Not applicable Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 781903604 Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) and the person filing, FMR Corp., is a parent holding company in accordance with Section 240.13d-1(b)(ii)(G). (Note: See Item 7). Item 4. Ownership (a) Amount Beneficially Owned: 1,410,000 (b) Percent of Class: 2.788% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 1,410,000 (iv) shared power to dispose or to direct the disposition of: 0 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 (X). Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. See attached Exhibit A. Item 8. Identification and Classification of Members of the Group. Not applicable. See attached Exhibit A. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. Inasmuch as the reporting persons are no longer the beneficial owners of more than five percent of the number of shares outstanding, the reporting persons have no further reporting obligation under Section 13(d) of the Securities and Exchange Commission thereunder, and the reporting persons have no obligation to amend this Statement if any material change occurs in the facts set forth herein. 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. September 12, 2005 Date /s/Joseph Mari Signature Joseph Mari Duly authorized under Power of Attorney dated September 9, 2005, by Eric D. Roiter by and on behalf of FMR Corp. and its direct and indirect subsidiaries SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) Pursuant to the instructions in Item 7 of Schedule 13G, Fidelity Management & Research Company ("Fidelity"), 82 Devonshire Street, Boston, Massachusetts 02109, a wholly- owned subsidiary of FMR Corp. and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 1,410,000 shares or 2.788% of the Common Stock outstanding of Russel Metals Inc. ("the Company") as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. The number of shares of Common Stock of Russel Metals Inc. owned by the investment companies at August 31, 2005 included 25,000 shares of Common Stock resulting from the assumed conversion of 25,000 shares of RUSSEL METALS INC 144A (1 shares of Common Stock for each share of Convertible Preferred Stock). Edward C. Johnson 3d and FMR Corp., through its control of Fidelity, and the funds each has sole power to dispose of the 1,410,000 shares owned by the Funds. Members of the family of Edward C. Johnson 3d, Chairman of FMR Corp., are the predominant owners, directly or through trusts, of Series B shares of common stock of FMR Corp., representing 49% of the voting power of FMR Corp. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B shares will be voted in accordance with the majority vote of Series B shares. Accordingly, through their ownership of voting common stock and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR Corp. Neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR Corp., has the sole power to vote or direct the voting of the shares owned directly by the Fidelity Funds, which power resides with the Funds' Boards of Trustees. Fidelity carries out the voting of the shares under written guidelines established by the Funds' Boards of Trustees. SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) RULE 13d-1(f)(1) AGREEMENT The undersigned persons, on September 12, 2005, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the Common Stock of Russel Metals Inc. at August 31, 2005. FMR Corp. By /s/ Joseph Mari Joseph Mari Duly authorized under Power of Attorney dated September 9, 2005, by Eric D. Roiter by and on behalf of FMR Corp. and its direct and indirect subsidiaries Edward C. Johnson 3d By /s/ Joseph Mari Joseph Mari Duly authorized under Power of Attorney dated September 9, 2005, by Eric D. Roiter by and on behalf of Edward C. Johnson 3d Fidelity Management & Research Company By /s/ Joseph Mari Joseph Mari Duly authorized under Power of Attorney dated September 9, 2005, by Eric D. Roiter Secretary -----END PRIVACY-ENHANCED MESSAGE-----