TMS Pengajuan SEC - Tms International Corp.- Laporan Tahunan, Pernyataan Kuasa, Prospektus

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SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Tms International Corp.

SEC Filings (Chronological Order)

Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.

February 14, 2014	SC 13G/A	TMS / Tms International Corp. / Brandywine Global Investment Management, LLC - NONE Passive Investment SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* TMS International Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 87261Q103 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r
February 13, 2014	SC 13G/A	TMS / Tms International Corp. / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #2 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, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu
February 13, 2014	EX-99.1	to Schedule 13G EX-99.1 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.
February 13, 2014	EX-99.2	to Schedule 13G Joint Filing Agreement EX-99.2 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 14, 2014 in connection with their beneficial ownership of TMS International Corp. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this Exhibit is attached a
February 12, 2014	SC 13G/A	TMS / Tms International Corp. / Boston Partners Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* TMS International Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 87261Q103 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh
February 11, 2014	SC 13G/A	TMS / Tms International Corp. / AQR DELTA Master Acccount, L.P. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TMS International Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 87261Q103 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this
February 11, 2014	SC 13G/A	TMS / Tms International Corp. / Oaktree Capital Management LP - AMENDMENT NO. 2 Passive Investment SC 13G/A 1 eh140020913ga2-tms.htm AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* TMS International Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 87261Q103 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the ap
October 28, 2013	15-12B	- FORM 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File No. 001-35128 TMS International Corp. (Exact name of registrant as specified in its
October 17, 2013	EX-99.25	EX-99.25 EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 28, 2013, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d
October 16, 2013	8-K	Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 16, 2013 TMS INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) 001-35128 Delaware 20-5899976 (Commission File Number) (State or other jurisdiction of
October 16, 2013	EX-99.1	The Pritzker Organization Announces Completion of Acquisition of TMS International Corp. for Approximately $1 Billion EX-99.1 Exhibit 99.1 The Pritzker Organization Announces Completion of Acquisition of TMS International Corp. for Approximately $1 Billion PITTSBURGH, PA, and CHICAGO, IL, October 16, 2013 – TMS International Corp. (NYSE: TMS) and The Pritzker Organization, L.L.C. (TPO) announced today the completion of the acquisition of TMS by business interests of Thomas J. Pritzker and Gigi Pritzker in an all-
October 16, 2013	S-8 POS	- S-8 POS S-8 POS 1 d611669ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on October 16, 2013 Registration No. 333-173562 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TMS International Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 20-5
October 16, 2013	EX-3.1	SECOND AMENDED AND RESTATED BY-LAWS OF TMS INTERNATIONAL CORP. ARTICLE I EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED BY-LAWS OF TMS INTERNATIONAL CORP. ARTICLE I OFFICES Section 1.01 Offices. The address of the registered office of TMS International Corp. (the “Corporation”) in the State of Delaware shall be at 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, Delaware 19808. The Corporation may have other offices, both within and without t
October 16, 2013	EX-3.2	THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TMS INTERNATIONAL CORP. EX-3.2 3 d612697dex32.htm EX-3.2 Exhibit 3.2 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TMS INTERNATIONAL CORP. TMS INTERNATIONAL CORP., a corporation organized and existing under the laws of the State of Delaware (hereinafter referred to as the “Corporation”), hereby certifies as follows: 1. The Corporation filed its original Certificate of Incorporation with the Secretary of Stat
October 8, 2013	SC 13G	TMS / Tms International Corp. / AQR DELTA Master Acccount, L.P. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TMS International Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 87261Q103 (CUSIP Number) September 26, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this
October 4, 2013	EX-99.1	TMS INTERNATIONAL CORP. ANNOUNCES PRICING OF SENIOR NOTE OFFERING BY CRYSTAL MERGER SUB, INC. EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE TMS INTERNATIONAL CORP. ANNOUNCES PRICING OF SENIOR NOTE OFFERING BY CRYSTAL MERGER SUB, INC. PITTSBURGH, PA, October 4, 2013 – TMS International Corp. (NYSE: TMS) (“TMS”) announced today that Crystal Merger Sub, Inc. (“Merger Sub”), an entity controlled by family business interests of Thomas J. Pritzker and Gigi Pritzker (the “Investors”), as advised by
October 4, 2013	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 4, 2013 TMS INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) 001-35128 Delaware 20-5899976 (Commission File Number) (State or other jurisdic
September 30, 2013	EX-99.1	TMS International Corp. Announces Proposed Offering of Senior Notes by Crystal Merger Sub, Inc. EX-99.1 Exhibit 99.1 TMS International Corp. Announces Proposed Offering of Senior Notes by Crystal Merger Sub, Inc. PITTSBURGH, PA, September 30, 2013 — TMS International Corp. (NYSE: TMS) (“TMS”) announced that Crystal Merger Sub, Inc. (“Merger Sub”), an entity formed by family business interests of Thomas J. Pritzker and Gigi Pritzker (the “Investors”), as advised by The Pritzker Organization,
September 30, 2013	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 8-K 1 d604804d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 30, 2013 TMS INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) 001-35128 Delaware 20-5899976 (Commission File Number)
September 26, 2013	DEFM14C	- DEFM14C DEFM14C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
September 6, 2013	PREM14C	- PREM14C PREM14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ¨ Definitive Information Statement TMS International Corp. (Nam
August 26, 2013	EX-2.1	AGREEMENT AND PLAN OF MERGER CRYSTAL ACQUISITION COMPANY, INC., CRYSTAL MERGER SUB, INC. TMS INTERNATIONAL CORP. Dated as of August 23, 2013 TABLE OF CONTENTS Page Article I. DEFINITIONS 2 Section 1.01 Certain Definitions 2 Article II. THE MERGER 10 EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among CRYSTAL ACQUISITION COMPANY, INC., CRYSTAL MERGER SUB, INC. and TMS INTERNATIONAL CORP. Dated as of August 23, 2013 TABLE OF CONTENTS Page Article I. DEFINITIONS 2 Section 1.01 Certain Definitions 2 Article II. THE MERGER 10 Section 2.01 The Merger 10 Section 2.02 Closing 11 Section 2.03 Effective Time 11 Section 2.04 Effects
August 26, 2013	EX-2.2	SUPPORT AGREEMENT EX-2.2 Exhibit 2.2 EXECUTION VERSION SUPPORT AGREEMENT THIS SUPPORT AGREEMENT, dated as of August 23, 2013 (this “Agreement”), is entered into by and among CRYSTAL ACQUISITION COMPANY, INC., a Delaware corporation (“Parent”), CRYSTAL MERGER SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”), and the Persons listed on Schedule I hereto (“Principal Stockholders”). Conc
August 26, 2013	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 23, 2013 TMS INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) 001-35128 Delaware 20-5899976 (Commission File Number) (State or other jurisdiction of i
August 26, 2013	EX-99.1	The Pritzker Organization Announces Acquisition Of TMS International Corp. In An Approximately $1 Billion Transaction EX-99.1 Exhibit 99.1 The Pritzker Organization Announces Acquisition Of TMS International Corp. In An Approximately $1 Billion Transaction PITTSBURGH, PA, and CHICAGO, IL, August 26, 2013 – TMS International Corp. (NYSE: TMS) and The Pritzker Organization, LLC (TPO) announced today a definitive merger agreement under which business interests of certain members of the Pritzker family will acquire T
August 6, 2013	10-Q	Quarterly Report - FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the Quarterly Period Ended June 30, 2013 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . TMS INTERNATIONAL CORP. (Exact na
August 6, 2013	EX-10.2	FIRST AMENDMENT TO THE TMS INTERNATIONAL CORP. LONG-TERM INCENTIVE PLAN EX-10.2 EXHIBIT 10.2 FIRST AMENDMENT TO THE TMS INTERNATIONAL CORP. LONG-TERM INCENTIVE PLAN The TMS International Corp. Long-Term Incentive Plan (the “Plan”) is hereby amended, effective June 5, 2013, and subject to approval by stockholders, as follows: 1. The maximum number of Shares as to which Awards may be granted pursuant to Article III of the Plan shall be increased by 750,000. Accordingly,
August 6, 2013	EX-10.1	TMS INTERNATIONAL CORP. LONG TERM INCENTIVE PLAN RESTRICTED STOCK AGREEMENT (based on attached form) Director Date of Grant Number of Shares of Class A Common Stock Granted John J. Connelly June 5, 2013 4,065 Colin Osborne June 5, 2013 4,065 Herbert EX-10.1 2 d546768dex101.htm EX-10.1 EXHIBIT 10.1 TMS INTERNATIONAL CORP. LONG TERM INCENTIVE PLAN RESTRICTED STOCK AGREEMENT (based on attached form) Director Date of Grant Number of Shares of Class A Common Stock Granted John J. Connelly June 5, 2013 4,065 Colin Osborne June 5, 2013 4,065 Herbert K. Parker June 5, 2013 4,065 Patrick W. Tolbert June 5, 2013 4,065 TMS INTERNATIONAL CORP. FORM OF RE
August 1, 2013	EX-99.1	TMS International Corp. Reports Second Quarter 2013 Financial Results EX-99.1 2 d577833dex991.htm EX-99.1 Exhibit 99.1 TMS International Corp. Reports Second Quarter 2013 Financial Results PITTSBURGH, PA, August 1, 2013 – TMS International Corp. (NYSE: TMS), the parent company of Tube City IMS Corporation, a leading provider of outsourced industrial services to steel mills globally, today announced results for its second quarter ended June 30, 2013. 2013 Second Quar
August 1, 2013	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 1, 2013 TMS INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) 001-35128 Delaware 20-5899976 (Commission File Number) (State or other jurisdict
August 1, 2013	EX-99.2	Second Quarter 2013 EX-99.2 Second Quarter 2013 Earnings Call and Webcast August 1, 2013 Exhibit 99.2 This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, (the “Exchange Act”), as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to our financial condition, results of operations and business and our expectations
June 6, 2013	8-K	Submission of Matters to a Vote of Security Holders - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 5, 2013 TMS INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) 001-35128 Delaware 20-5899976 (Commission File Number) (State or other jurisdictio
May 8, 2013	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 10-Q 1 d510042d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the Quarterly Period Ended March 31, 2013 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .
May 8, 2013	EX-10.2	TMS INTERNATIONAL CORP. SCHEDULE OF NONSTATUTORY OPTION AGREEMENTS FOR NAMED EXECUTIVE OFFICERS (based on attached form of Agreement) Officer Date Number of Options Exercise Price Joseph Curtin April 13, 2011 50,000 $ 13.00 Raymond E. Kalouche April EXHIBIT 10.2 TMS INTERNATIONAL CORP. SCHEDULE OF NONSTATUTORY OPTION AGREEMENTS FOR NAMED EXECUTIVE OFFICERS (based on attached form of Agreement) Officer Date Number of Options Exercise Price Joseph Curtin April 13, 2011 50,000 $ 13.00 Raymond E. Kalouche April 13, 2011 April 13, 2012 February 18, 2013 50,000 50,000 125,000 $ $ $ 13.00 11.18 13.35 J. David Aronson April 13, 2011 April 13, 2012 Fe
April 29, 2013	DEF 14A	- NOTICE & PROXY STATEMENT Notice & Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
April 25, 2013	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 25, 2013 TMS INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) 001-35128 Delaware 20-5899976 (Commission File Number) (State or other jurisdict
April 25, 2013	EX-99.1	TMS International Corp. Reports First Quarter 2013 Financial Results; Board of Directors Approves Initiation of Quarterly Dividend EX-99.1 Exhibit 99.1 TMS International Corp. Reports First Quarter 2013 Financial Results; Board of Directors Approves Initiation of Quarterly Dividend PITTSBURGH, PA, April 25, 2013 – TMS International Corp. (NYSE: TMS), the parent company of Tube City IMS Corporation, a leading provider of outsourced industrial services to steel mills globally, today announced results for its first quarter ended
April 25, 2013	EX-99.2	First Quarter 2013 EX-99.2 First Quarter 2013 Earnings Call and Webcast April 25, 2013 Exhibit 99.2 This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, (the “Exchange Act”), as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to our financial condition, results of operations and business and our expectations o
March 27, 2013	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 21, 2013 TMS INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) 001-35128 Delaware 20-5899976 (Commission File Number) (State or other jurisdict
March 27, 2013	EX-10.1	[The remainder of this page is intentionally left blank] EX-10.1 Exhibit 10.1 AMENDMENT No. 1, dated as of March 21, 2013 (this “Amendment”), to the Credit Agreement dated as of March 20, 2012, among METAL SERVICES HOLDCO, LLC a Delaware limited liability company (“MS Holdco”), TUBE CITY IMS CORPORATION, a Delaware corporation (the “Company” or the “Borrower”), the Subsidiary Guarantors, the several banks and other financial institutions or entities fro
March 6, 2013	EX-99.A	AGREEMENT TO JOINTLY FILE SCHEDULE 13G EX-99.A 2 d494761dex99a.htm EX-99.A CUSIP No. 87261Q10 Page 10 of 10 AGREEMENT TO JOINTLY FILE SCHEDULE 13G AGREEMENT dated as of March 6, 2013 by and among I Michael Coslov, IMC Tube City Investments, LLC and IMC Tube City Holdings, Inc. (collectively, the “Reporting Persons”). WHEREAS, pursuant to paragraph (k) of Rule 13d-1 promulgated under Subsection 13(d)(1) of the Securities Exchange Act of
March 6, 2013	SC 13G/A	TMS / Tms International Corp. / Coslov I Michael - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1) Under the Securities Exchange Act of 1934 TMS International Corp. (Name of Issuer) $0.001 par value Class A Common Stock (Title of Class of Securities) 87261Q10 (CUSIP Number) February 14, 2013 ** (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design
March 6, 2013	SC 13G	TMS / Tms International Corp. / Coslov I Michael - SC 13G Passive Investment SC 13G 1 d494769dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 TMS International Corp. (Name of Issuer) $0.001 par value Class B Common Stock (Title of Class of Securities) 87261TMS (CUSIP Number) February 14, 2012 ** (Date of Event Which Requires Filing of this Statement) Check the appropriate box to
February 19, 2013	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K 10-K 1 d444391d10k.htm FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2012 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-351
February 19, 2013	EX-99.1	Investing in TMS: An Overview EX-99.1 2 d488543dex991.htm EX-99.1 Investing in TMS: An Overview Exhibit 99.1 Safe harbor provision 1 This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, (the “Exchange Act”), as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to our financial condition, results of operations and business
February 19, 2013	8-K	Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 19, 2013 TMS INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) 001-35128 Delaware 20-5899976 (Commission File Number) (State or other jurisd
February 19, 2013	EX-24.1	POWER OF ATTORNEY EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the undersigned does hereby make, constitute and appoint Raymond S. Kalouche, Daniel E. Rosati, and Leon Z. Heller or any one of them, my true and lawful attorneys-in-fact to sign and execute for me and on my behalf TMS International Corp.’s Annual Report on Form 10-K for the year ended December 31, 2012 to be filed with the Secur
February 19, 2013	EX-10.23	TMS INTERNATIONAL CORP. LONG TERM INCENTIVE PLAN RESTRICTED STOCK AGREEMENT (based on attached form) Director Date of Grant Number of Shares of Class A Common Stock Granted John J. Connelly July 11, 2012 5,367 Colin Osborne July 11, 2012 5,367 Herber EXHIBIT 10.23 TMS INTERNATIONAL CORP. LONG TERM INCENTIVE PLAN RESTRICTED STOCK AGREEMENT (based on attached form) Director Date of Grant Number of Shares of Class A Common Stock Granted John J. Connelly July 11, 2012 5,367 Colin Osborne July 11, 2012 5,367 Herbert K. Parker July 11, 2012 5,367 Patrick W. Tolbert July 11, 2012 5,367 TMS INTERNATIONAL CORP. FORM OF RESTRICTED STOCK AGREEMENT THIS A
February 19, 2013	EX-10.18	EMPLOYMENT AGREEMENT EXHIBIT 10.18 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the Effective Date (as defined below), among TMS International Corp., a Delaware corporation (“TMS International”), Tube City IMS Corporation, a Delaware corporation (“Company”) and Leon Z. Heller (“Executive”). Any capitalized terms used herein and not otherwise defined shall have the meanings assigned t
February 19, 2013	EX-21.1	SUBSIDIARIES Subsidiary State or Country of Organization Metal Services Holdco LLC Delaware Tube City IMS Corporation Delaware Tube City IMS, LLC Delaware Tube City IMS Canada Limited Canada Hanson Resource Management Limited United Kingdom Hanson Su EXHIBIT 21.1 SUBSIDIARIES Subsidiary State or Country of Organization Metal Services Holdco LLC Delaware Tube City IMS Corporation Delaware Tube City IMS, LLC Delaware Tube City IMS Canada Limited Canada Hanson Resource Management Limited United Kingdom Hanson Support Services Limited United Kingdom Tube City IMS Holding B.V. The Netherlands Tube City IMS France Holding S.A.S. France Tube City IMS
February 19, 2013	EX-10.34	Indemnification Agreements Name Date of Indemnification Agreement J. David Aronson March 10, 2011 I Michal Coslov March 10, 2011 John J. Connelly March 10, 2011 Joseph Curtin March 10, 2011 Timothy A.R. Duncanson March 10, 2011 Leon Z. Heller January EXHIBIT 10.34 Indemnification Agreements Name Date of Indemnification Agreement J. David Aronson March 10, 2011 I Michal Coslov March 10, 2011 John J. Connelly March 10, 2011 Joseph Curtin March 10, 2011 Timothy A.R. Duncanson March 10, 2011 Leon Z. Heller January 1, 2013 Raymond S. Kalouche March 10, 2011 Thomas E. Lippard March 10, 2011 Colin Osborne March 10, 2011 Herbert K. Parker February 8,
February 19, 2013	EX-10.29	TMS INTERNATIONAL CORP. SCHEDULE OF NONSTATUTORY OPTION AGREEMENTS FOR NAMED EXECUTIVE OFFICERS (based on attached form of Agreement) Officer Date Number of Options Exercise Price Joseph Curtin April 13, 2011 50,000 $ 13.00 Raymond E. Kalouche April EXHIBIT 10.29 TMS INTERNATIONAL CORP. SCHEDULE OF NONSTATUTORY OPTION AGREEMENTS FOR NAMED EXECUTIVE OFFICERS (based on attached form of Agreement) Officer Date Number of Options Exercise Price Joseph Curtin April 13, 2011 50,000 $ 13.00 Raymond E. Kalouche April 13, 2011 50,000 $ 13.00 April 13, 2012 50,000 $ 11.18 J. David Aronson April 13, 2011 35,000 $ 13.00 April 13, 2012 50,000 $ 11.18 Danie
February 15, 2013	8-K	Regulation FD Disclosure - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 15, 2013 TMS INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) 001-35128 Delaware 20-5899976 (Commission File Number) (State or other jurisd
February 14, 2013	EX-99.2	Fourth Quarter and Full Year 2012 EX-99.2 Fourth Quarter and Full Year 2012 Earnings Call and Webcast February 14, 2013 Exhibit 99.2 This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, (the “Exchange Act”), as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to our financial condition, results of operations and business and
February 14, 2013	EX-99.1	TMS International Corp. Reports Fourth Quarter and Fiscal Year 2012 Results EX-99.1 2 d486830dex991.htm EX-99.1 Exhibit 99.1 TMS International Corp. Reports Fourth Quarter and Fiscal Year 2012 Results PITTSBURGH, PA, February 14, 2013 – TMS International Corp. (NYSE: TMS), the parent company of Tube City IMS Corporation, a leading provider of outsourced industrial services to steel mills globally, today announced results for its fourth quarter and fiscal year ended Decemb
February 14, 2013	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 14, 2013 TMS INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) 001-35128 Delaware 20-5899976 (Commission File Number) (State or other jurisd
February 14, 2013	SC 13G/A	TMS / Tms International Corp. / SAMLYN CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.
February 14, 2013	SC 13G/A	TMS / Tms International Corp. / Oaktree Capital Management LP - AMENDMENT NO. 1 Passive Investment SC 13G/A 1 eh130025213ga1-tms.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TMS International Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 87261Q103 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of this Statement) Check the ap
February 13, 2013	EX-99.II	to Schedule 13G Joint Filing Agreement EX-99.II 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 12, 2013 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 Sc
February 13, 2013	EX-99.I	to Schedule 13G EX-99.I 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.
February 13, 2013	SC 13G/A	TMS / Tms International Corp. / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #1 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, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu
February 13, 2013	SC 13G/A	TMS / Tms International Corp. / MANULIFE FINANCIAL CORP - SC 13G/A Passive Investment Sched 13G JHA.dot (SCHED1~1.DOT;1) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TMS International Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 87261Q103 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th
February 7, 2013	SC 13G/A	TMS / Tms International Corp. / Boston Partners - ROBECO INVESTMENT MANAGMENT INC. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TMS International Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 87261Q103 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh
February 5, 2013	8-K	Regulation FD Disclosure - 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 5, 2013 TMS INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) 001-35128 Delaware 20-5899976 (Commission File Number) (State or other jurisdiction
January 30, 2013	CORRESP	- Correspondence January 30, 2013 Via Edgar John Cash, Accounting Branch Chief United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.
January 7, 2013	CORRESP	- CORRESP January 7, 2013 Via Edgar John Cash, Accounting Branch Chief United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.
December 19, 2012	CORRESP	- Correspondence Jonathan Fingeret Vice President and Assistant General Counsel December 19, 2012 Via EDGAR John Cash, Accounting Branch Chief United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.
November 6, 2012	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
November 1, 2012	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 1, 2012 TMS INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) 001-35128 Delaware 20-5899976 (Commission File Number) (State or other jurisdi
November 1, 2012	EX-99.1	TMS International Corp. Appoints Raymond Kalouche President and Chief Executive Officer Press Release Exhibit 99.1 FOR IMMEDIATE RELEASE TMS International Corp. Appoints Raymond Kalouche President and Chief Executive Officer PITTSBURGH, PA, October 30, 2012 – TMS International Corp. (NYSE: TMS), the parent company of Tube City IMS Corporation, a leading provider of outsourced industrial services to steel mills globally, today announced that its Board of Directors has elected Raymond
November 1, 2012	EX-99.1	TMS International Corp. Reports Third Quarter 2012 Results Exhibit 99.1 TMS International Corp. Reports Third Quarter 2012 Results PITTSBURGH, PA, November 1, 2012 – TMS International Corp. (NYSE: TMS), the parent company of Tube City IMS Corporation, a leading provider of outsourced industrial services to steel mills globally, today announced results for its third quarter ended September 30, 2012. 2012 Third Quarter Highlights • Revenue After Raw Materia
November 1, 2012	EX-10.2	SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT Second Amended and Restated Employment Agreement Exhibit 10.2 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the Effective Date (as defined below), among TMS International Corp., a Delaware corporation (“TMS International”), Tube City IMS Corporation, a Delaware corporation (“Company”) and Raymond S. Kalouche
November 1, 2012	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 30, 2012 TMS INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) 001-35128 Delaware 20-5899976 (Commission File Number) (State or other jurisdi
November 1, 2012	EX-10.1	FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT Dated as of October 30, 2012 EX-10.1 2 d431379dex101.htm FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.1 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT Dated as of October 30, 2012 Reference is made to that certain Second Amended and Restated Employment Agreement (the “Original Agreement”), made as of August 8, 2011, by and among TMS International Corp., a Delaware corpora
October 26, 2012	SC 13G	TMS / Tms International Corp. / OAKTREE CAPITAL MANAGEMENT LP - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TMS International Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 87261Q103 (CUSIP Number) October 16, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic
August 9, 2012	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
August 2, 2012	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 2, 2012 TMS INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) 001-35128 Delaware 20-5899976 (Commission File Number) (State or other jurisdict
August 2, 2012	EX-99.1	TMS International Corp. Reports Second Quarter 2012 Results Press Release Exhibit 99.1 TMS International Corp. Reports Second Quarter 2012 Results PITTSBURGH, PA, August 2, 2012 – TMS International Corp.(NYSE: TMS), the parent company of Tube City IMS Corporation, a leading provider of outsourced industrial services to steel mills globally, today announced results for its second quarter ended June 30, 2012. 2012 Second Quarter Highlights • Revenue After Ra
June 8, 2012	8-K	Submission of Matters to a Vote of Security Holders - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 6, 2012 TMS INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) 001-35128 Delaware 20-5899976 (Commission File Number) (State or other jurisdictio
May 8, 2012	EX-10.4	TMS INTERNATIONAL CORP. NONSTATUTORY STOCK OPTION AGREEMENT Nonstatutory Stock Option Agreement - Joseph Curtin EXHIBIT 10.4 TMS INTERNATIONAL CORP. NONSTATUTORY STOCK OPTION AGREEMENT THIS AGREEMENT is made this 13th day of April, 2012 (the “Grant Date”) between TMS International Corp., a Delaware corporation (the “Company”), and Joseph Curtin (the “Optionee”). WHEREAS, the Company desires to grant to the Optionee an option to purchase shares of Class A C
May 8, 2012	EX-10.6	TMS INTERNATIONAL CORP. NONSTATUTORY STOCK OPTION AGREEMENT Nonstatutory Stock Option Agreement - Thomas E. Lippard EXHIBIT 10.6 TMS INTERNATIONAL CORP. NONSTATUTORY STOCK OPTION AGREEMENT THIS AGREEMENT is made this 13th day of April, 2012 (the “Grant Date”) between TMS International Corp., a Delaware corporation (the “Company”), and Thomas E. Lippard (the “Optionee”). WHEREAS, the Company desires to grant to the Optionee an option to purchase shares of C
May 8, 2012	EX-10.2	TMS INTERNATIONAL CORP. SCHEDULE OF NONSTATUTORY OPTION AGREEMENTS FOR NAMED EXECUTIVE OFFICERS (based on attached form of Agreement) Officer Date Number of Options Exercise Price Joseph Curtin April 13, 2011 50,000 $ 13.00 Raymond E. Kalouche April Form of Nonstatutory Option Agreement EXHIBIT 10.2 TMS INTERNATIONAL CORP. SCHEDULE OF NONSTATUTORY OPTION AGREEMENTS FOR NAMED EXECUTIVE OFFICERS (based on attached form of Agreement) Officer Date Number of Options Exercise Price Joseph Curtin April 13, 2011 50,000 $ 13.00 Raymond E. Kalouche April 13, 2011 50,000 $ 13.00 April 13, 2012 50,000 $ 11.18 J. David Aronson April 13, 2011 35,000 $ 13.0
May 8, 2012	EX-10.5	FIRST AMENDMENT TO TMS INTERNATIONAL CORP. NONSTATUTORY STOCK OPTION AGREEMENT First Amendment Nonstatutory Stock Option Agreement - Thomas E. Lippard EXHIBIT 10.5 FIRST AMENDMENT TO TMS INTERNATIONAL CORP. NONSTATUTORY STOCK OPTION AGREEMENT This First Amendment to the TMS International Corp. Nonstatutory Stock Option Agreement is made and entered into effective April 13, 2012 by and between TMS International Corp., a Delaware corporation (the “Company”) and Thomas E. Lippa
May 8, 2012	EX-10.3	FIRST AMENDMENT TO TMS INTERNATIONAL CORP. NONSTATUTORY STOCK OPTION AGREEMENT First Amendment Nonstatutory Stock Option Agreement - Joseph Curtin EXHIBIT 10.3 FIRST AMENDMENT TO TMS INTERNATIONAL CORP. NONSTATUTORY STOCK OPTION AGREEMENT This First Amendment to the TMS International Corp. Nonstatutory Stock Option Agreement is made and entered into effective April 13, 2102 by and between TMS International Corp., a Delaware corporation (the “Company”) and Joseph Curtin (the
May 8, 2012	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 March 31, 2012 For the Quarterly Period Ended March 31, 2012 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . TMS INTERNATIONAL
May 8, 2012	EX-10.1	$300,000,000 CREDIT AGREEMENT Metal Services Holdco, LLC, as MS Holdco, Tube City IMS Corporation, as Company, The Several Lenders from Time to Time Parties Hereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A. Credit Suis EXHIBIT 10.1 EXECUTION VERSION $300,000,000 CREDIT AGREEMENT among Metal Services Holdco, LLC, as MS Holdco, Tube City IMS Corporation, as Company, The Several Lenders from Time to Time Parties Hereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A. and Credit Suisse AG, Cayman Islands Branch, as Co-Syndication Agents, Wells Fargo Bank, National Association, as Documentat
May 3, 2012	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 d346709d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 3, 2012 TMS INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) 001-35128 Delaware 20-5899976 (Commission File Number) (State
May 3, 2012	EX-99.1	TMS International Corp. Reports First Quarter 2012 Results News Release Exhibit 99.1 TMS International Corp. Reports First Quarter 2012 Results PITTSBURGH, PA, May 3, 2012 – TMS International Corp. (NYSE: TMS), the parent company of Tube City IMS Corporation, a leading provider of outsourced industrial services to steel mills globally, today announced results for its first quarter ended March 31, 2012. 2012 First Quarter Highlights • Total revenue for the
April 26, 2012	DEF 14A	- NOTICE AND PROXY Notice and Proxy Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
March 26, 2012	8-K	Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events 8-K 1 d323001d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 20, 2012 TMS INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) 001-35128 Delaware 20-5899976 (Commission File Number) (Sta
March 2, 2012	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 2, 2012 TMS INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) 001-31528 Delaware 20-5899976 (Commission File Number) (State or other jurisdiction of inc
March 2, 2012	EX-99.1	TMS International Corp. Announces Plans for Potential New Debt Refinancing News Release Exhibit 99.1 TMS International Corp. Announces Plans for Potential New Debt Refinancing PITTSBURGH, PA, March 2, 2012 – TMS International Corp. (NYSE: TMS), the parent company of Tube City IMS Corporation (“TCIMS”), a leading provider of outsourced industrial services to steel mills globally, today announced that TCIMS is pursuing a potential debt refinancing pursuant to which TCIMS i
February 21, 2012	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K 10-K 1 d269792d10k.htm FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2011 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-351
February 21, 2012	EX-24.1	POWER OF ATTORNEY Powers of Attorney EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the undersigned does hereby make, constitute and appoint Joseph Curtin, Daniel E. Rosati, and Thomas E. Lippard or any one of them, my true and lawful attorneys-in-fact to sign and execute for me and on my behalf TMS International Corp.’s Annual Report on Form 10-K for the year ended December 31, 2011 to be file
February 21, 2012	EX-99.1	4 TMS INTERNATIONAL CORP. – TUBE CITY IMS CORPORATION RECONCILING STATEMENTS OF OPERATIONS (In thousands of dollars, except share and per share data) Year ended December 31, 2011 TMS International Corp. TMS Stand alone Balances & Adjustments Tube Cit EX-99.1 2 d305102dex991.htm REPORT TO HOLDERS OF TUBE CITY IMS CORPORATION Exhibit 99.1 February 21, 2012 To Holders of Tube City IMS Corporation’s 9 3/4% Senior Subordinated Notes due 2015 As required by Section 4.02(1) of the Indenture for the Tube City IMS Corporation 9 3/4 % Senior Subordinated Notes due 2015, we are supplying the following information: 1) The Form 10-K of TMS International Co
February 21, 2012	EX-10.26	Indemnification Agreements Name Date of Indemnification Agreement J. David Aronson March 10, 2011 I Michal Coslov March 10, 2011 John J. Connelly March 10, 2011 Joseph Curtin March 10, 2011 Timothy A.R. Duncanson March 10, 2011 Raymond S. Kalouche Ma EXHIBIT 10.26 Indemnification Agreements Name Date of Indemnification Agreement J. David Aronson March 10, 2011 I Michal Coslov March 10, 2011 John J. Connelly March 10, 2011 Joseph Curtin March 10, 2011 Timothy A.R. Duncanson March 10, 2011 Raymond S. Kalouche March 10, 2011 Thomas E. Lippard March 10, 2011 Colin Osborne March 10, 2011 Herbert K. Parker February 8, 2012 Kirk D. Peters March 10, 2
February 21, 2012	EX-21.1	SUBSIDIARIES Subsidiary State or Country of Organization Metal Services Holdco LLC Delaware Tube City IMS Corporation Delaware Tube City IMS, LLC Delaware Tube City IMS Canada Limited Canada Hanson Resource Management Limited United Kingdom Hanson Su Subsidiaries of the Company EXHIBIT 21.1 SUBSIDIARIES Subsidiary State or Country of Organization Metal Services Holdco LLC Delaware Tube City IMS Corporation Delaware Tube City IMS, LLC Delaware Tube City IMS Canada Limited Canada Hanson Resource Management Limited United Kingdom Hanson Support Services Limited United Kingdom Tube City IMS Holding B.V. The Netherlands Tube City IMS France Holding
February 21, 2012	EX-10.1	CREDIT AGREEMENT dated as of December 15, 2011 TUBE CITY IMS CORPORATION, and the Subsidiaries of Tube City IMS Corporation from time to time party hereto, as Borrowers, METAL SERVICES HOLDCO, LLC, as a U.S. Loan Guarantor, The Lenders Party Hereto, Credit Agreement EXHIBIT 10.1 EXECUTION VERSION CREDIT AGREEMENT dated as of December 15, 2011 among TUBE CITY IMS CORPORATION, and the Subsidiaries of Tube City IMS Corporation from time to time party hereto, as Borrowers, METAL SERVICES HOLDCO, LLC, as a U.S. Loan Guarantor, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, a
February 21, 2012	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 21, 2012 TMS INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) 001-35128 Delaware 20-5899976 (Commission File Number) (State or other jurisdiction of
February 14, 2012	SC 13G	TMS / Tms International Corp. / AMERIPRISE FINANCIAL INC - SCHEDULE 13G Passive Investment 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 fil
February 14, 2012	EX-99.1	TMS International Corp. Reports Fourth Quarter and Fiscal Year 2011 Results News Release Exhibit 99.1 TMS International Corp. Reports Fourth Quarter and Fiscal Year 2011 Results PITTSBURGH, PA, February 14, 2012 – TMS International Corp. (NYSE: TMS), the parent company of Tube City IMS Corporation, a leading provider of outsourced industrial services to steel mills globally, today announced results for its fourth quarter and fiscal year ended December 31, 2011. 2011 Fourt
February 14, 2012	EX-99.(I)	to Schedule 13G EX-99.(I) 2 d299112dex99i.htm 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 Investme
February 14, 2012	SC 13G/A	TMS / Tms International Corp. / SAMLYN CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.
February 14, 2012	SC 13G	TMS / Tms International Corp. / Samlyn Offshore Master Fund Ltd. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.
February 14, 2012	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 14, 2012 TMS INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) 001-31528 Delaware 20-5899976 (Commission File Number) (State or other jurisd
February 14, 2012	EX-99.(II)	to Schedule 13G 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.
February 13, 2012	EX-99.1	SCHEDULE 13G CUSIP No. 87261Q103 Page 17 of 19 Pages EX-99.1 2 d299379dex991.htm EXHIBIT 1 SCHEDULE 13G CUSIP No. 87261Q103 Page 17 of 19 Pages Exhibit 1 GROUP MEMBERS Onex Corporation Onex Partners II LP Onex Partners II GP LP 1597257 Ontario Inc. Onex US Principals LP Tube City EI II Ltd. Gerald W. Schwartz
February 13, 2012	SC 13G	TMS / Tms International Corp. / ONEX CORP - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TMS INTERNATIONAL CORP. (Name of issuer) Class A Common Stock, par value $0.001 per share (Title of class of securities) 87261Q103 (CUSIP number) N/A (Date of event which requires filing of this statement) Check the appropriate box to designate the
February 13, 2012	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits 8-K 1 d299309d8k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 8, 2012 TMS International Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35128 20-5899
February 13, 2012	EX-99.1	HERBERT K. PARKER ELECTED TO TMS INTERNATIONAL CORP. BOARD OF DIRECTORS Press Release Exhibit 99.1 FOR IMMEDIATE RELEASE HERBERT K. PARKER ELECTED TO TMS INTERNATIONAL CORP. BOARD OF DIRECTORS PITTSBURGH, February 8, 2012 — TMS International Corp. (NYSE: TMS), the parent company of Tube City IMS Corporation, a leading provider of outsourced industrial services to steel mills globally, announced today that the company’s Board of Directors (the “Board”) has elected Herb
February 13, 2012	SC 13G	TMS / Tms International Corp. / MANULIFE FINANCIAL CORP - TMS INTERNATIONAL CORP. Passive Investment atmsintercorp13g.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TMS International Corp. (Name of Issuer) Class A 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
February 13, 2012	EX-99.2	SCHEDULE 13G CUSIP No. 87261Q103 Page 18 of 19 Pages Exhibit 2 SCHEDULE 13G CUSIP No. 87261Q103 Page 18 of 19 Pages Exhibit 2 AGREEMENT JOINT FILING OF SCHEDULE 13G The undersigned hereby agree to file jointly the Statement on Schedule 13G (the “Statement”) relating to the Class A Common Stock, par value $0.001 per share of TMS International Corp. and any further amendments thereto which may be deemed necessary pursuant to Regulation 13D or G promul
February 10, 2012	SC 13G/A	TMS / Tms International Corp. / NEWLAND CAPITAL MANAGEMENT, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.
February 6, 2012	SC 13G	TMS / Tms International Corp. / Boston Partners - ROBECO INVESTMENT MANAGEMENT INC. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TMS International Corp. (Name of Issuer) Class A 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 whi
December 20, 2011	8-K	Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 15, 2011 TMS INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-35128 20-5899976 (State or other jurisdiction of incorporation or organiz
November 8, 2011	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the Quarterly Period Ended September 30, 2011 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . TMS INTERNATIONAL CORP. (Exa
November 8, 2011	EX-99.1	TMS International Corp. Reports Third Quarter 2011 Results News Release Exhibit 99.1 TMS International Corp. Reports Third Quarter 2011 Results PITTSBURGH, PA, November 8, 2011 – TMS International Corp.(NYSE: TMS), the parent company of Tube City IMS Corporation, a leading provider of outsourced industrial services to steel mills globally, today announced results for the third quarter ended September 30, 2011. Highlights • Revenue After Raw Materials Cost
November 8, 2011	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 8, 2011 TMS INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) 001-35128 Delaware 20-5899976 (Commission File Number) (State or other jurisdiction of
November 8, 2011	EX-99.1	4 TMS INTERNATIONAL CORP. – TUBE CITY IMS CORPORATION RECONCILING STATEMENTS OF OPERATIONS (In thousands of dollars, except share and per share data) Third quarter ended September 30, 2011 TMS International Corp. TMS Stand alone Balances & Adjustment Exhibit 99.1 November 8, 2011 To Holders of Tube City IMS Corporation’s 9 3/4 % Senior Subordinated Notes due 2015 As required by Section 4.02(1) of the Indenture for the Tube City IMS Corporation 9 3/4 % Senior Subordinated Notes due 2015, we are supplying the following information: 1) The Form 10-Q of TMS International Corp., our parent company, for the period ending September 30, 2011; and 2) R
November 8, 2011	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 8, 2011 TMS INTERNATIONA Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 8, 2011 TMS INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) 001-35128 Delaware 20-5899976 (Commission File Number) (State or other jurisdi
August 17, 2011	EX-99.2	TMS International Corp. Appoints Joseph Curtin Chairman of its Board of Directors; Accepts Resignation of Michael Coslov from Board Press Release Exhibit 99.2 FOR IMMEDIATE RELEASE TMS International Corp. Appoints Joseph Curtin Chairman of its Board of Directors; Accepts Resignation of Michael Coslov from Board PITTSBURGH, PA, August 17, 2011 – TMS International Corp. (NYSE: TMS), the parent company of Tube City IMS Corporation, a leading provider of outsourced industrial services to steel mills globally, today announced that
August 17, 2011	EX-99.1	FIRST AMENDMENT TO TRANSITION AGREEMENT Exhibit 99.1 FIRST AMENDMENT TO TRANSITION AGREEMENT THIS FIRST AMENDMENT TO TRANSITION AGREEMENT (this “Amendment”) is made and entered into as of August 16, 2011 by and among TMS International Corp., a Delaware corporation formerly known as Metal Services Acquisition Corp. (“Parent”1), Tube City IMS Corporation, a Delaware corporation (the “Company”), I Michael Coslov ( “Executive”), IMC Tube Ci
August 17, 2011	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 16, 2011 TMS INTERNATIONAL Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 16, 2011 TMS INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) 001-35128 Delaware 20-5899976 (Commission File Number) (State or other jurisdic
August 10, 2011	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the Quarterly Period Ended June 30, 2011 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . TMS INTERNATIONAL CORP. (Exact name of registrant a
August 10, 2011	EX-10.27	SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT EX-10.27 3 dex1027.htm SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT - THOMAS E. LIPPARD EXHIBIT 10.27 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of August 8, 2011 (“Effective Date”), among TMS International Corp., a Delaware corporation (“TMS International”), Tube City IMS Corporation, a Delaware corporat
August 10, 2011	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 10, 2011 TMS INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) 001-35128 Delaware 20-5899976 (Commission File Number) (State or other jurisdiction of i
August 10, 2011	EX-99.1	4 TMS INTERNATIONAL CORP. – TUBE CITY IMS CORPORATION RECONCILING STATEMENTS OF OPERATIONS (In thousands of dollars, except share and per share data) Second quarter ended June 30, 2011 TMS International Corp. TMS Stand alone Balances & Adjustments Tu Exhibit 99.1 August 10, 2011 To Holders of Tube City IMS Corporation’s 9 3/4% Senior Subordinated Notes due 2015 As required by Section 4.02(1) of the Indenture for the Tube City IMS Corporation 9 3/4% Senior Subordinated Notes due 2015, we are supplying the following information: 1) The Form 10-Q of TMS International Corp., our parent company, for the period ending June 30, 2011; and 2) Reconcili
August 10, 2011	EX-10.29	SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT Dated as of August 8, 2011 EXHIBIT 10.29 SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT Dated as of August 8, 2011 Reference is made to that certain Amended and Restated Employment Agreement (the “Original Agreement”), dated as of the Effective Date as defined therein, by and among TMS International Corp. (formerly Metal Services Acquisition Corp.), a Delaware corporation, Tube City IMS Corporation, a Delawar
August 10, 2011	EX-10.30	AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT Dated as of August 8, 2011 Amendment to Amended and Restated Employment Agreement - Daniel E. Rosati EXHIBIT 10.30 AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT Dated as of August 8, 2011 Reference is made to that certain Amended and Restated Employment Agreement (the “Original Agreement”), dated as of the Effective Date as defined therein, by and among TMS International Corp. (formerly Metal Services Acquisition C
August 10, 2011	EX-10.26	SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT EXHIBIT 10.26 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of August 8, 2011 (“Effective Date”), among TMS International Corp., a Delaware corporation (“TMS International”), Tube City IMS Corporation, a Delaware corporation (“Company”) and Joseph Curtin (“Executive”). Any capitalized terms used herein and not o
August 10, 2011	EX-10.28	SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT Dated as of August 8, 2011 Second Amendment to Amended and Restated Employment Agreement - Raymond Kalouche EXHIBIT 10.
May 11, 2011	EX-3.2	AMENDED AND RESTATED TMS INTERNATIONAL CORP. (FORMERLY KNOWN AS METAL SERVICES ACQUISITION CORP.) (A DELAWARE CORPORATION) AMENDED AND RESTATED TMS INTERNATIONAL CORP. (FORMERLY KNOWN AS METAL SERVICES ACQUISITION CORP.) (A DELAWARE CORPORATION) ARTI Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF TMS INTERNATIONAL CORP. (FORMERLY KNOWN AS METAL SERVICES ACQUISITION CORP.) (A DELAWARE CORPORATION) AMENDED AND RESTATED BYLAWS OF TMS INTERNATIONAL CORP. (FORMERLY KNOWN AS METAL SERVICES ACQUISITION CORP.) (A DELAWARE CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of TMS International Corp. (the “Corporation”) in th
May 11, 2011	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 11, 2011 TMS INTERNATIONAL CO Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 11, 2011 TMS INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) 001-31528 Delaware 20-5899976 (Commission File Number) (State or other jurisdictio
May 11, 2011	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the Quarterly Period Ended March 31, 2011 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . TMS INTERNATIONAL CORP. (Exact name of r
May 11, 2011	EX-99.1	TMS INTERNATIONAL CORP. – TUBE CITY IMS CORPORATION RECONCILING STATEMENTS OF OPERATIONS (In thousands of dollars, except share and per share data) Quarter ended March 31, 2011 TMS International Corp. TMS Stand alone Balances & Adjustments Tube City Report to holders of Tube City IMS Corporation Exhibit 99.1 May 11, 2011 To Holders of Tube City IMS Corporation’s 9 3/4% Senior Subordinated Notes due 2015 As required by Section 4.02(1) of the Indenture for the Tube City IMS Corporation 9 3/4% Senior Subordinated Notes due 2015, we are supplying the following information: 1) The Form 10-Q of TMS International Corp., our parent company, for the p
May 11, 2011	EX-10.25	TMS International Corp. Restricted Stock Plan Restricted Stock Agreement PARTICIPANT NUMBER OF SHARES GRANTED J. David Aronson 15,401 Joseph Curtin 6,529 Raymond S. Kalouche 6,530 Thomas E. Lippard 7,257 Daniel E. Rosati 8,672 TMS International Corp. Exhibit 10.25 TMS International Corp. Restricted Stock Plan Restricted Stock Agreement PARTICIPANT NUMBER OF SHARES GRANTED J. David Aronson 15,401 Joseph Curtin 6,529 Raymond S. Kalouche 6,530 Thomas E. Lippard 7,257 Daniel E. Rosati 8,672 TMS International Corp. Restricted Stock Plan Restricted Stock Agreement This Restricted Stock Agreement (the “Agreement”) is entered into effective as of Apri
May 11, 2011	EX-99.1	TMS International Corp. Reports First Quarter 2011 Results Exhibit 99.1 TMS International Corp. Reports First Quarter 2011 Results PITTSBURGH, PA, May 11, 2011 – TMS International Corp.(NYSE: TMS), the parent company of Tube City IMS Corporation, a leading provider of outsourced industrial services to steel mills globally, today announced results for the first quarter ended March 31, 2011. Highlights • Revenue After Raw Materials Costs was $135.2 million,
May 11, 2011	EX-10.23	TMS INTERNATIONAL CORP. LONG-TERM INCENTIVE PLAN TABLE OF CONTENTS Page I. PURPOSE 1 II. DEFINITIONS 1 A. Affiliate 1 B. Award 2 C. Award Agreement 2 D. Board 2 E. Cash Award 2 F. Code 2 G. Committee 2 H. Common Stock 2 I. Company 2 J. Disability or Long-Term Incentive Plan Exhibit 10.23 TMS INTERNATIONAL CORP. LONG-TERM INCENTIVE PLAN TABLE OF CONTENTS Page I. PURPOSE 1 II. DEFINITIONS 1 A. Affiliate 1 B. Award 2 C. Award Agreement 2 D. Board 2 E. Cash Award 2 F. Code 2 G. Committee 2 H. Common Stock 2 I. Company 2 J. Disability or Disabled 2 K. Dividend Equivalent 3 L. Eligible Employee 3 M. Exchange Act 3 N. Fair Market Value 3 O. Incentiv
May 11, 2011	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 11, 2011 TMS INTERNATIONAL CO Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 11, 2011 TMS INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) 001-31528 Delaware 20-5899976 (Commission File Number) (State or other jurisdictio
April 29, 2011	8-K	SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 29, 2011 TMS International Corp. (Exact Nam Form 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 29, 2011 TMS International Corp.
April 29, 2011	EX-99.1	TMS International Corp. Announces Closing of Underwriters’ Over-Allotment Option for Initial Public Offering Press Release Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: Jim Leonard 412-267-5226 TMS International Corp. Announces Closing of Underwriters’ Over-Allotment Option for Initial Public Offering PITTSBURGH, PA, April 29, 2011 – TMS International Corp. (the “Company”) (NYSE: TMS), the parent company of Tube City IMS Corporation, a leading provider of products and services to steel mills globally, toda
April 22, 2011	SC 13G	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.
April 18, 2011	EX-99.1	TMS INTERNATIONAL CORP. LONG-TERM INCENTIVE PLAN TABLE OF CONTENTS Page I. PURPOSE 1 II. DEFINITIONS 1 A. Affiliate 1 B. Award 2 C. Award Agreement 2 D. Board 2 E. Cash Award 2 F. Code 2 G. Committee 2 H. Common Stock 3 I. Company 3 J. Disability or TMS International Corp. Long-Term Incentive Plan Exhibit 99.1 TMS INTERNATIONAL CORP. LONG-TERM INCENTIVE PLAN TABLE OF CONTENTS Page I. PURPOSE 1 II. DEFINITIONS 1 A. Affiliate 1 B. Award 2 C. Award Agreement 2 D. Board 2 E. Cash Award 2 F. Code 2 G. Committee 2 H. Common Stock 3 I. Company 3 J. Disability or Disabled 3 K. Dividend Equivalent 3 L. Eligible Employee 3 M. Exchange Act 3 N. Fair Mar
April 18, 2011	S-8	As filed with the Securities and Exchange Commission on April 15, 2011. Form S-8 As filed with the Securities and Exchange Commission on April 15, 2011. Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TMS International Corp. (Exact name of registrant as specified in its charter) Delaware 20-5899976 (State or other jurisdiction of incorporation or organization) (I.R.S. Empl
April 15, 2011	424B1	11,200,000 Shares TMS INTERNATIONAL CORP. Class A Common Stock Final Prospectus dated April 13, 2011 Table of Contents Filed pursuant to Rule 424(b)(1) Registration No.
April 14, 2011	EX-24.1	EX-24.1 rrd276685312313.html Know all by these presents, that the undersigned hereby constitutes and appoints each of Andrea E. Daly, Christopher Govan, David Copeland Donald Lewtas, or any of them signing singly, and with full power of substitution, as the undersigned's true and lawful attorney-in-fact to: 1. prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.
April 14, 2011	EX-24.5	EX-24.5 rrd276685312318.html Know all by these presents, that the undersigned hereby constitutes and appoints each of Donald F. West, Joel I Greenberg or Derek M. Stoldt, or any of them signing singly, and with full power of substitution, as the undersigned's true and lawful attorney-in-fact to: 1. prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securitie
April 14, 2011	EX-24.4	EX-24.4 rrd276685312316.html Know all by these presents, that the undersigned hereby constitutes and appoints each of Donald F. West, Joel I Greenberg or Derek M. Stoldt, or any of them signing singly, and with full power of substitution, as the undersigned's true and lawful attorney-in-fact to: 1. prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securitie
April 14, 2011	EX-24.2	EX-24.2 rrd276685312314.html Know all by these presents, that the undersigned hereby constitutes and appoints each of Donald F. West, Joel I Greenberg or Derek M. Stoldt, or any of them signing singly, and with full power of substitution, as the undersigned's true and lawful attorney-in-fact to: 1. prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securitie
April 14, 2011	EX-24.3	EX-24.3 rrd276685312315.html Know all by these presents, that the undersigned hereby constitutes and appoints each of Andrea E. Daly, Christopher Govan, David Copeland Donald Lewtas, or any of them signing singly, and with full power of substitution, as the undersigned's true and lawful attorney-in-fact to: 1. prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.
April 14, 2011	EX-24.	EX-24. Know all by these presents, that the undersigned hereby constitutes and appoints each of Andrea E.
April 8, 2011	EX-24.5	EX-24.5 rrd276371311929.html Know all by these presents, that the undersigned hereby constitutes and appoints each of Donald F. West, Joel I Greenberg or Derek M. Stoldt, or any of them signing singly, and with full power of substitution, as the undersigned's true and lawful attorney-in-fact to: 1. prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securitie
April 8, 2011	EX-24.	EX-24. rrd276359311920.html Know all by these presents, that the undersigned hereby constitutes and appoints each of Thomas E. Lippard and Daniel E. Rosati, Executive Vice President, Secretary and General Counsel and Executive Vice President and Chief Financial Officer, respectively, of TMS International Corp. (the "Company"), or either of them signing singly, and with full power of substitution, as the
April 8, 2011	EX-24.	EX-24. rrd276351311915.html Know all by these presents, that the undersigned hereby constitutes and appoints each of Thomas E. Lippard and Daniel E. Rosati, Executive Vice President, Secretary and General Counsel and Executive Vice President and Chief Financial Officer, respectively, of TMS International Corp. (the "Company"), or either of them signing singly, and with full power of substitution, as the
April 8, 2011	EX-24.	EX-24. rrd276360311917.html Know all by these presents, that the undersigned hereby constitutes and appoints each of Thomas E. Lippard and Daniel E. Rosati, Executive Vice President, Secretary and General Counsel and Executive Vice President and Chief Financial Officer, respectively, of TMS International Corp. (the "Company"), or either of them signing singly, and with full power of substitution, as the
April 8, 2011	EX-24.	EX-24. rrd276366311922.html Know all by these presents, that the undersigned hereby constitutes and appoints each of Thomas E. Lippard and Daniel E. Rosati, Executive Vice President, Secretary and General Counsel and Executive Vice President and Chief Financial Officer, respectively, of TMS International Corp. (the "Company"), or either of them signing singly, and with full power of substitution, as the
April 8, 2011	EX-24.4	EX-24.4 rrd276371311928.html Know all by these presents, that the undersigned hereby constitutes and appoints each of Donald F. West, Joel I Greenberg or Derek M. Stoldt, or any of them signing singly, and with full power of substitution, as the undersigned's true and lawful attorney-in-fact to: 1. prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securitie
April 8, 2011	EX-24.2	EX-24.2 rrd276371311926.html Know all by these presents, that the undersigned hereby constitutes and appoints each of Andrea E. Daly, Christopher Govan, David Copeland Donald Lewtas, or any of them signing singly, and with full power of substitution, as the undersigned's true and lawful attorney-in-fact to: 1. prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.
April 8, 2011	FWP	TMS INTERNATIONAL CORP. PRELIMINARY FIRST QUARTER 2011 RESULTS UPDATE TO PRELIMINARY PROSPECTUS DATED APRIL 6, 2011 Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-166807 April 8, 2011 TMS INTERNATIONAL CORP. PRELIMINARY FIRST QUARTER 2011 RESULTS UPDATE TO PRELIMINARY PROSPECTUS DATED APRIL 6, 2011 TMS International Corp. has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the p
April 8, 2011	CORRESP	Derek Stoldt SEC Response Letter Derek Stoldt 212.836.8032 [email protected] 425 Park Avenue New York, New York 10022-3598 212.836.8000 Fax 212.836.6532 www.kayescholer.com April 8, 2011 Via EDGAR and By Hand Pamela Long Craig Slivka Division of Corporate Finance United States Securities and Exchange Commission Washington, D.C. 20549-7010 Re: TMS International Corp. Registration Statement on Form S-1 Fil
April 8, 2011	EX-24.	EX-24. Know all by these presents, that the undersigned hereby constitutes and appoints each of Thomas E.
April 8, 2011	EX-24.	EX-24. rrd276333311912.html Know all by these presents, that the undersigned hereby constitutes and appoints each of Thomas E. Lippard and Daniel E. Rosati, Executive Vice President, Secretary and General Counsel and Executive Vice President and Chief Financial Officer, respectively, of TMS International Corp. (the "Company"), or either of them signing singly, and with full power of substitution, as the
April 8, 2011	CORRESP	[Signature Page to Underwriters’ Acceleration Request] Merrill Lynch, Pierce, Fenner & Smith Incorporated Credit Suisse Securities (USA) LLC J.
April 8, 2011	EX-24.	EX-24. rrd276348311916.html Know all by these presents, that the undersigned hereby constitutes and appoints Thomas E. Lippard, Executive Vice President, Secretary and General Counsel of TMS International Corp. (the "Company"), as the undersigned's true and lawful attorney-in-fact to: 1. prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exch
April 8, 2011	EX-24.	EX-24. rrd276364311918.html Know all by these presents, that the undersigned hereby constitutes and appoints each of Thomas E. Lippard and Daniel E. Rosati, Executive Vice President, Secretary and General Counsel and Executive Vice President and Chief Financial Officer, respectively, of TMS International Corp. (the "Company"), or either of them signing singly, and with full power of substitution, as the
April 8, 2011	EX-24.	EX-24. Know all by these presents, that the undersigned hereby constitutes and appoints each of Thomas E.
April 8, 2011	EX-24.	EX-24. rrd276335311913.html Know all by these presents, that the undersigned hereby constitutes and appoints each of Thomas E. Lippard and Daniel E. Rosati, Executive Vice President, Secretary and General Counsel and Executive Vice President and Chief Financial Officer, respectively, of TMS International Corp. (the "Company"), or either of them signing singly, and with full power of substitution, as the
April 8, 2011	EX-24.3	EX-24.3 rrd276371311927.html Know all by these presents, that the undersigned hereby constitutes and appoints each of Donald F. West, Joel I Greenberg or Derek M. Stoldt, or any of them signing singly, and with full power of substitution, as the undersigned's true and lawful attorney-in-fact to: 1. prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securitie
April 8, 2011	EX-24.	EX-24. rrd276338311923.html Know all by these presents, that the undersigned hereby constitutes and appoints each of Thomas E. Lippard and Daniel E. Rosati, Executive Vice President, Secretary and General Counsel and Executive Vice President and Chief Financial Officer, respectively, of TMS International Corp. (the "Company"), or either of them signing singly, and with full power of substitution, as the
April 8, 2011	CORRESP	TMS International Corp. 12 Monongahela Avenue Glassport, PA 15045 Acceleration Request - Company TMS International Corp. 12 Monongahela Avenue Glassport, PA 15045 April 8, 2011 VIA FACSIMILE AND EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street Washington, D.C. 20549 Re: TMS International Corp. Registration Statement on Form S-1 File No. 333-166807 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as
April 8, 2011	EX-24.	EX-24. rrd276371311924.html Know all by these presents, that the undersigned hereby constitutes and appoints each of Andrea E. Daly, Christopher Govan, David Copeland Donald Lewtas, or any of them signing singly, and with full power of substitution, as the undersigned's true and lawful attorney-in-fact to: 1. prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.
April 8, 2011	EX-24.1	EX-24.1 rrd276371311925.html Know all by these presents, that the undersigned hereby constitutes and appoints each of Andrea E. Daly, Christopher Govan, David Copeland Donald Lewtas, or any of them signing singly, and with full power of substitution, as the undersigned's true and lawful attorney-in-fact to: 1. prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.
April 8, 2011	S-1/A	As filed with Securities and Exchange Commission on April 8, 2011 Table of Contents As filed with Securities and Exchange Commission on April 8, 2011 Registration No.
April 7, 2011	8-A12B	As filed with the Securities and Exchange Commission on April 7, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURIT Form 8-A As filed with the Securities and Exchange Commission on April 7, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
April 6, 2011	CORRESP	Pamela Long Craig Slivka - 2 - April 6, 2011 SEC Response Letter Derek Stoldt 212.836.8032 [email protected] 425 Park Avenue New York, New York 10022-3598 212.836.8000 Fax 212.836.6532 www.kayescholer.com April 6, 2011 Via EDGAR and By Hand Pamela Long Craig Slivka Division of Corporate Finance United States Securities and Exchange Commission Washington, D.C. 20549-7010 Re: TMS International Corp. Registration Statement on Form S-1 Fil
April 6, 2011	S-1/A	As filed with Securities and Exchange Commission on April 6, 2011 Amendment No. 7 to Form S-1 Table of Contents As filed with Securities and Exchange Commission on April 6, 2011 Registration No. 333-166807 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 7 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TMS International Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 3310 20-5899976
April 6, 2011	EX-3.1	SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TMS INTERNATIONAL CORP. Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TMS INTERNATIONAL CORP. TMS INTERNATIONAL CORP., a corporation organized and existing under the laws of the State of Delaware (hereinafter referred to as the “Corporation”), hereby certifies as follows: 1. The Corporation filed its original Certificate of Incorporation with the Secretary of State of the State of Delaware (the
April 6, 2011	EX-4.9	Nonexecutive Letter Agreement Exhibit 4.9 Nonexecutive Letter Agreement Timothy R. Kaufman William R. Miller Donald S. Vesling John W. Keyes Jamie Estill Perry Van Rosendale Robert Harris David Schoffman James Brigel Scott Clark Robert H. Wilson John P. Carroll Leon Z. Heller Michael A. Costa David Coslov Spencer Hill Joseph Jung Jean-Luc Koclejda Roger Marynak Gerard Piccioni Michael Rubin Brian St. Clair Robert Subasic Thoma
April 6, 2011	EX-4.8	FIRST AMENDMENT TO INVESTOR STOCKHOLDERS AGREEMENT First Amendment to Investor Stockholders Agreement Exhibit 4.8 FIRST AMENDMENT TO INVESTOR STOCKHOLDERS AGREEMENT FIRST AMENDMENT TO INVESTOR STOCKHOLDERS AGREEMENT dated as of March 22, 2011 (this “Amendment”), among TMS International Corp. (f/k/a Metal Services Acquisition Corp.) (the “Company”), Onex Partners II LP, a Delaware limited partnership, and the stockholders listed on the signature pa
April 6, 2011	EX-10.24	Indemnification Agreements Name Date of Indemnification Agreement J. David Aronson March 10, 2011 I Michal Coslov March 10, 2011 John J. Connelly March 10, 2011 Joseph Curtin March 10, 2011 Timothy A.R. Duncanson March 10, 2011 Raymond S. Kalouche Ma Exhibit 10.24 Indemnification Agreements Name Date of Indemnification Agreement J. David Aronson March 10, 2011 I Michal Coslov March 10, 2011 John J. Connelly March 10, 2011 Joseph Curtin March 10, 2011 Timothy A.R. Duncanson March 10, 2011 Raymond S. Kalouche March 10, 2011 Thomas E. Lippard March 10, 2011 Colin Osborne March 10, 2011 Kirk D. Peters March 10, 2011 Daniel E. Rosati March 10, 2011
April 4, 2011	CORRESP	Terrence O’Brien -2- April 4, 2011 Derek Stoldt 212.836.8032 [email protected] 425 Park Avenue New York, New York 10022-3598 212.836.8000 Fax 212.836.6532 www.kayescholer.com April 4, 2011 Via EDGAR Terrence O’Brien Office of the Chief Accountant United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549-7010 Re: TMS International Corp. (the “Company”) Registration Statement on Form S-1 File No.:
March 10, 2011	S-1/A	As filed with Securities and Exchange Commission on March 10, 2011 Table of Contents As filed with Securities and Exchange Commission on March 10, 2011 Registration No.
March 10, 2011	COVER	* * * S.E.C. Cover Letter Derek Stoldt 212.836.8032 [email protected] 425 Park Avenue New York, New York 10022-3598 212.836.8000 Fax 212.836.6532 www.kayescholer.com March 10, 2011 Via EDGAR and By Hand Pamela Long Craig Slivka Division of Corporate Finance United States Securities and Exchange Commission Washington, D.C. 20549-7010 Re: TMS International Corp. Registration Statement on Form S-1 Fi
March 8, 2011	CORRESP	[Kaye Scholer Letterhead] [Kaye Scholer Letterhead] March 8, 2011 Via EDGAR and By Hand Pamela Long Craig Slivka Division of Corporate Finance United States Securities and Exchange Commission Washington, D.
March 8, 2011	S-1/A	As filed with Securities and Exchange Commission on March 8, 2011 Amendment No. 5 to Form S-1 Table of Contents As filed with Securities and Exchange Commission on March 8, 2011 Registration No. 333-166807 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TMS International Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 3310 20-5899976
March 8, 2011	EX-10.24	FORM OF INDEMNIFICATION AGREEMENT Exhibit 10.24 FORM OF INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENT (the “Agreement”) between each of the entities identified as the “Company” on the signature page of this Agreement (the “Company”), and [ ], a Representative (defined below) of the Company or an Affiliated Entity of the Company (the “Indemnitee”), dated as of [ ], 2011. More than one entity is identified as the “Company” on
February 17, 2011	COVER	February 17, 2011 SEC Letter KAYE SCHOLER LLP 425 Park Avenue New York, New York 10022-3598 212.836.8000 Fax 212.836.8689 www.kayescholer.com February 17, 2011 Via EDGAR and By Hand Pamela Long Craig Slivka Division of Corporate Finance United Stated Securities and Exchange Commission Washington, D.C. 20549-7010 Re: TMS International Corp. Registration Statement on Form S-1 File No.: 333-166807 Dear Ms. Long and Mr
February 17, 2011	EX-24.2	POWER OF ATTORNEY Power of Attorney of Manish K. Srivastava Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that Manish K. Srivastava, whose signature appears below, hereby constitutes and appoints Thomas E. Lippard and Daniel E. Rosati, or either one of them, his true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead,
February 17, 2011	S-1/A	As filed with Securities and Exchange Commission on February 17, 2011 Amendment No. 4 to Form S-1 Table of Contents As filed with Securities and Exchange Commission on February 17, 2011 Registration No. 333-166807 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TMS International Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 3310 20-5899
February 17, 2011	EX-21.1	SUBSIDIARIES Subsidiary Jurisdiction of Incorporation Metal Services Holdco LLC Delaware Tube City IMS Corporation Delaware Tube City IMS, LLC Delaware Tube City IMS Canada Limited Canada Hanson Resource Management Limited United Kingdom Hanson Suppo Subsidiaries of the Company Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Incorporation Metal Services Holdco LLC Delaware Tube City IMS Corporation Delaware Tube City IMS, LLC Delaware Tube City IMS Canada Limited Canada Hanson Resource Management Limited United Kingdom Hanson Support Services Limited United Kingdom Tube City IMS Holding B.V. The Netherlands Tube City IMS France Holding S.
February 17, 2011	EX-4.7	Amendment No. 1 to Series 2008 Promissory Notes executed by the following holders of Series 2008 Promissory Notes: Name 1597257 Ontario Inc. OMI Partnership Holdings Ltd. Onex Partners II GP LP Onex Partners II LP Onex US Principals LP Laurence Weiss Form of Amendment No.1 to Series 2008 Promissory Notes Exhibit 4.7 Amendment No. 1 to Series 2008 Promissory Notes executed by the following holders of Series 2008 Promissory Notes: Name 1597257 Ontario Inc. OMI Partnership Holdings Ltd. Onex Partners II GP LP Onex Partners II LP Onex US Principals LP Laurence Weiss Joseph Curtin Raymond S. Kalouche J. David Aronson Thomas E. Lippard Daniel E. Ros
August 25, 2010	EX-1.1	TMS INTERNATIONAL CORP. (a Delaware corporation) [—] Shares of Class A Common Stock PURCHASE AGREEMENT Form of Underwriting Agreement Exhibit 1.1 TMS INTERNATIONAL CORP. (a Delaware corporation) [—] Shares of Class A Common Stock PURCHASE AGREEMENT Dated: [—], 2010 TMS INTERNATIONAL CORP. (a Delaware corporation) [—] Shares of Class A Common Stock PURCHASE AGREEMENT [—], 2010 Merrill Lynch, Pierce, Fenner & Smith Incorporated as Representative of the several Underwriters One Bryant Park New York, N
August 25, 2010	EX-10.24	FORM OF INDEMNIFICATION AGREEMENT Form of Indemnification Agreement Exhibit 10.24 FORM OF INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENT (the “Agreement”) between each of the entities identified as the “Company” on the signature page of this Agreement (the “Company”), and [ ], a Representative (defined below) of the Company or an Affiliated Entity of the Company (the “Indemnitee”), dated as of [ ], 2010. More than one entity
August 25, 2010	EX-3.2	FORM OF AMENDED AND RESTATED TMS INTERNATIONAL CORP. (FORMERLY KNOWN AS METAL SERVICES ACQUISITION CORP.) (A DELAWARE CORPORATION) AMENDED AND RESTATED TMS INTERNATIONAL CORP. (FORMERLY KNOWN AS METAL SERVICES ACQUISITION CORP.) (A DELAWARE CORPORATI Exhibit 3.2 FORM OF AMENDED AND RESTATED BYLAWS OF TMS INTERNATIONAL CORP. (FORMERLY KNOWN AS METAL SERVICES ACQUISITION CORP.) (A DELAWARE CORPORATION) AMENDED AND RESTATED BYLAWS OF TMS INTERNATIONAL CORP. (FORMERLY KNOWN AS METAL SERVICES ACQUISITION CORP.) (A DELAWARE CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of TMS International Corp. (the “Corporation
August 25, 2010	S-1/A	As filed with Securities and Exchange Commission on August 24, 2010 Table of Contents As filed with Securities and Exchange Commission on August 24, 2010 Registration No.
August 25, 2010	EX-4.6	CLASS A COMMON STOCK CLASS A COMMON STOCK Form of class A common stock share certificate of TMS International Corp. Exhibit 4.6 Exhibit 4.6 CLASS A COMMON STOCK CLASS A COMMON STOCK TMS NUMBER INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE Tube City IMS We Create Value TMS INTERNATIONAL CORP. SHARES CUSIP 87261Q 10 3 SEE REVERSE FOR CERTAIN DEFINITIONS This certifies that is the record holder of FULLY PAID AND NONASSESSABLE SHARES O
August 25, 2010	EX-3.1	FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TMS INTERNATIONAL CORP. Exhibit 3.1 FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TMS INTERNATIONAL CORP. TMS INTERNATIONAL CORP., a corporation organized and existing under the laws of the State of Delaware (hereinafter referred to as the “Corporation”), hereby certifies as follows: 1. The Corporation filed its original Certificate of Incorporation with the Secretary of State of the State of Delawa
August 25, 2010	EX-10.23	FORM OF TMS INTERNATIONAL CORP. LONG-TERM INCENTIVE PLAN TABLE OF CONTENTS Page I. PURPOSE 1 II. DEFINITIONS 1 A. Affiliate 1 B. Award 2 C. Award Agreement 2 D. Board 2 E. Cash Award 2 F. Code 2 G. Committee 2 H. Common Stock 2 I. Company 2 J. Disabi Exhibit 10.23 FORM OF TMS INTERNATIONAL CORP. LONG-TERM INCENTIVE PLAN TABLE OF CONTENTS Page I. PURPOSE 1 II. DEFINITIONS 1 A. Affiliate 1 B. Award 2 C. Award Agreement 2 D. Board 2 E. Cash Award 2 F. Code 2 G. Committee 2 H. Common Stock 2 I. Company 2 J. Disability or Disabled 2 K. Dividend Equivalent 3 L. Eligible Employee 3 M. Exchange Act 3 N. Fair Market Value 3 O. Incentive Option 3 P. Key
July 15, 2010	S-1/A	As filed with Securities and Exchange Commission on July 15, 2010 Amendment No. 2 to Form S-1 Table of Contents As filed with Securities and Exchange Commission on July 15, 2010 Registration No. 333-166807 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TMS International Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 3310 20-5899976
July 15, 2010	CORRESP	[Kaye Scholer Letterhead] July 15, 2010 Response letter [Kaye Scholer Letterhead] July 15, 2010 Via EDGAR and By Hand Pamela Long Division of Corporate Finance United Stated Securities and Exchange Commission Washington, D.
June 23, 2010	EX-10.22	Lock-Up Agreements Name Date of Lock-Up Agreement Onex Advisor III LC May 13, 2010 Onex Partners II LP May 13, 2010 Onex Partners II GP LP May 13, 2010 Onex US Principals LP May 13, 2010 Onex American Holdings II LLC May 13, 2010 Tube City Executive Exhibit 10.22 Lock-Up Agreements Name Date of Lock-Up Agreement Onex Advisor III LC May 13, 2010 Onex Partners II LP May 13, 2010 Onex Partners II GP LP May 13, 2010 Onex US Principals LP May 13, 2010 Onex American Holdings II LLC May 13, 2010 Tube City Executive Investco LLC May 13, 2010 J. David Aronson May 13, 2010 I Michal Coslov May 13, 2010 John J. Connelly May 13, 2010 Joseph Curtin May 13,
June 23, 2010	EX-10.1	ABL CREDIT AGREEMENT Dated as of January 25, 2007 THE FINANCIAL INSTITUTIONS PARTY HERETO as the Lenders, CREDIT SUISSE, as Administrative Agent, The CIT Group/Business Credit Inc., as Collateral Agent, METAL SERVICES MERGER SUB CORP., METAL SERVICES ABL Credit Agreement Exhibit 10.1 EXECUTION COPY ABL CREDIT AGREEMENT Dated as of January 25, 2007 Among THE FINANCIAL INSTITUTIONS PARTY HERETO as the Lenders, CREDIT SUISSE, as Administrative Agent, The CIT Group/Business Credit Inc., as Collateral Agent, METAL SERVICES MERGER SUB CORP., METAL SERVICES HOLDCO LLC, and The subsidiaries of Tube City IMS Corporation from time to time party hereto C
June 23, 2010	CORRESP	[Kaye Scholer letterhead] June 22, 2010 Response letter [Kaye Scholer letterhead] June 22, 2010 Via EDGAR and By Hand Pamela Long Division of Corporate Finance United Stated Securities and Exchange Commission Washington, D.
June 23, 2010	EX-10.2	TERM LOAN CREDIT AGREEMENT Dated as of January 25, 2007 THE FINANCIAL INSTITUTIONS PARTY HERETO as the Lenders, CREDIT SUISSE, as Administrative Agent and Collateral Agent, METAL SERVICES MERGER SUB CORP., METAL SERVICES HOLDCO LLC, The subsidiaries Term Loan Credit Agreement Exhibit 10.2 EXECUTION COPY TERM LOAN CREDIT AGREEMENT Dated as of January 25, 2007 Among THE FINANCIAL INSTITUTIONS PARTY HERETO as the Lenders, CREDIT SUISSE, as Administrative Agent and Collateral Agent, METAL SERVICES MERGER SUB CORP., METAL SERVICES HOLDCO LLC, and The subsidiaries of Tube City IMS Corporation from time to time party hereto CREDIT SUISSE SECURITIES
June 23, 2010	S-1/A	As filed with Securities and Exchange Commission on June 22, 2010 Table of Contents As filed with Securities and Exchange Commission on June 22, 2010 Registration No.
June 23, 2010	EX-10.21	FIRST AMENDMENT TO LEASE First Amendment to Lease Exhibit 10.21 FIRST AMENDMENT TO LEASE This First Amendment to Lease (“Amendment”) made and entered into this 7th day of June, 2010, by and between G&I VI 1155 BUSINESS CENTER FE LLC, a Delaware limited liability company and successor to Brandywine Operating Partnership, L.P., hereinafter referred to as “Landlord” and TUBE CITY IMS, LLC, a Delaware limited liability compan
May 13, 2010	EX-4.4	INVESTOR STOCKHOLDERS AGREEMENT Exhibit 4.4 INVESTOR STOCKHOLDERS AGREEMENT This Investor Stockholders Agreement is made as of January 25, 2007 among Metal Services Acquisition Corp., a Delaware corporation (the “Company”), Onex Partners II LP, a Delaware limited partnership (“Onex Partners”), the Stockholders listed on the signature pages of this Agreement and such other Stockholders of the Company as may, from time to time, be
May 13, 2010	EX-10.9	AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT Dated as of January 25, 2007 Exhibit 10.9 EXECUTION COPY AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT Dated as of January 25, 2007 Reference is made to that certain Amended and Restated Employment Agreement (the “Original Agreement”), dated as of the Effective Date as defined therein, by and between Tube City IMS Corporation (the “Company”), a Delaware corporation, and Joseph Curtin (the “Executive”). Capitalized te
May 13, 2010	EX-10.8	AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.8 EXECUTION VERSION AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the Effective Date (as defined below), between Metal Services Acquisition Corp., a Delaware corporation (“Buyer”), Tube City IMS Corporation, a Delaware corporation (“Company”) and Joseph Curtin (“Executive”). Any capitalized terms used herein and
May 13, 2010	EX-10.16	MANAGEMENT AGREEMENT Exhibit 10.16 EXECUTION COPY MANAGEMENT AGREEMENT This Management Agreement (the “Agreement”) is entered into as of January 25, 2007, by and between Onex Partners Manager LP, a Delaware limited partnership (the “Consultant”) and Metal Services Acquisition Corp., a Delaware corporation (the “Company”). The Company and its direct or indirect subsidiaries which receive the services performed by the C
May 13, 2010	EX-10.5	AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT Dated as of January 25, 2007 EX-10.5 11 dex105.htm AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT - J. DAVID ARONSON Exhibit 10.5 EXECUTION VERSION AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT Dated as of January 25, 2007 Reference is made to that certain Amended and Restated Employment Agreement (the “Original Agreement”), dated as of the Effective Date as defined therein, by and between Tube City IMS Corpo
May 13, 2010	EX-10.12	AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT Dated as of January 25, 2007 Exhibit 10.12 EXECUTION COPY AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT Dated as of January 25, 2007 Reference is made to that certain Amended and Restated Employment Agreement (the “Original Agreement”), dated as of the Effective Date as defined therein, by and between Tube City IMS Corporation (the “Company”), a Delaware corporation, and Raymond S. Kalouche (the “Executive”). Capital
May 13, 2010	EX-4.2	W I T N E S S E T H : First Supplemental Indenture, dated as of January 25, 2007 Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of January 25, 2007, by and among Tube City IMS Corporation, a Delaware corporation (the “Company”), the subsidiary guarantors listed on Exhibit A hereto (the “Subsidiary Guarantors”) and The Bank of New York, as trustee (the “Trustee”), to the Indentu
May 13, 2010	EX-10.15	[Tube City IMS Corporation Letterhead] Exhibit 10.15 [Tube City IMS Corporation Letterhead] May 10, 2010 Thomas E. Lippard Tube City IMS Corporation P.O. Box 2000 12 Monongahela Avenue Glassport, Pennsylvania 15045 Dear Tom: This letter amends your Amended and Restated Employment Agreement, dated as of January 25, 2007, by and among Metal Services Acquisition Corp., Tube City IMS Corporation and you (the “Employment Agreement”). In ord
May 13, 2010	EX-10.14	AMENDED AND RESTATED EMPLOYMENT AGREEMENT Amended and Restated Employment Agreement - Thomas E. Lippard Exhibit 10.14 EXECUTION VERSION AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the Effective Date (as defined below), among Metal Services Acquisition Corp., a Delaware corporation (“Buyer”), Tube City IMS Corporation, a Delaware corporation (“Company”) and Thoma
May 13, 2010	EX-10.13	AMENDED AND RESTATED EMPLOYMENT AGREEMENT Amended and Restated Employment Agreement - Daniel E. Rosati Exhibit 10.13 EXECUTION VERSION AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the Effective Date (as defined below), among Metal Services Acquisition Corp., a Delaware corporation (“Buyer”), Tube City IMS Corporation, a Delaware corporation (“Company”) and Daniel
May 13, 2010	EX-10.2	TERM LOAN CREDIT AGREEMENT Dated as of January 25, 2007 THE FINANCIAL INSTITUTIONS PARTY HERETO as the Lenders, CREDIT SUISSE, as Administrative Agent and Collateral Agent, METAL SERVICES MERGER SUB CORP., METAL SERVICES HOLDCO LLC, The subsidiaries Exhibit 10.2 EXECUTION COPY TERM LOAN CREDIT AGREEMENT Dated as of January 25, 2007 Among THE FINANCIAL INSTITUTIONS PARTY HERETO as the Lenders, CREDIT SUISSE, as Administrative Agent and Collateral Agent, METAL SERVICES MERGER SUB CORP., METAL SERVICES HOLDCO LLC, and The subsidiaries of Tube City IMS Corporation from time to time party hereto CREDIT SUISSE SECURITIES (USA) LLC, and UBS SECURITI
May 13, 2010	EX-10.3	[Remainder of page intentionally blank.] Exhibit 10.3 EXECUTION VERSION FIRST AMENDMENT dated as of December 18, 2009 (this “Amendment”), to the Term Loan Credit Agreement dated as of January 25, 2007 (the “Credit Agreement”), among TUBE CITY IMS CORPORATION (the “Borrower”), METAL SERVICES HOLDCO LLC (“Holdings”), each subsidiary of the Borrower from time to time party thereto, the lenders from time to time party thereto and Credit Suis
May 13, 2010	EX-10.4	AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.4 EXECUTION VERSION AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the Effective Date (as defined below), among Metal Services Acquisition Corp., a Delaware corporation (“Buyer”), Tube City IMS Corporation, a Delaware corporation (“Company”) and J. David Aronson (“Executive”). Any capitalized terms used herein an
May 13, 2010	EX-10.7	TRANSITION AGREEMENT Transition Agreement, dated as of July 24, 2009 Exhibit 10.7 TRANSITION AGREEMENT This agreement is made and entered into as of July 24, 2009 between Metal Services Acquisition Corp., a Delaware corporation (“Buyer”), Tube City IMS Corporation, a Delaware corporation (the “Company”), I Michael Coslov (the “Executive”), IMC Tube City Investments, LLC (“IMC LLC”) and IMC Tube City Holdings, Inc. (co
May 13, 2010	EX-21.1	SUBSIDIARIES Subsidiary Jurisdiction of Incorporation Metal Services Holdco LLC Delaware Tube City IMS Corporation Delaware Tube City IMS, LLC Delaware Tube City IMS Canada Limited Canada Hanson Resource Management Limited United Kingdom Hanson Suppo Subsidiaries of the Company Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Incorporation Metal Services Holdco LLC Delaware Tube City IMS Corporation Delaware Tube City IMS, LLC Delaware Tube City IMS Canada Limited Canada Hanson Resource Management Limited United Kingdom Hanson Support Services Limited United Kingdom Tube City IMS Holding B.V. The Netherlands Tube City IMS France Holding S.
May 13, 2010	EX-10.19	TUBE CITY IMS, LLC EXECUTIVE DEFERRED COMPENSATION PLAN (Effective May 1, 2001, and Amended and Restated Effective as of January 1, 2008, or as of such other date or dates as is expressly provided herein) ARTICLE I - PURPOSE Exhibit 10.19 TUBE CITY IMS, LLC EXECUTIVE DEFERRED COMPENSATION PLAN (Effective May 1, 2001, and Amended and Restated Effective as of January 1, 2008, or as of such other date or dates as is expressly provided herein) ARTICLE I - PURPOSE The purpose of the Plan is to provide for supplemental retirement and related benefits for a select group of management and highly compensated employees of Tube
May 13, 2010	EX-10.1	ABL CREDIT AGREEMENT Dated as of January 25, 2007 THE FINANCIAL INSTITUTIONS PARTY HERETO as the Lenders, CREDIT SUISSE, as Administrative Agent, The CIT Group/Business Credit Inc., as Collateral Agent, METAL SERVICES MERGER SUB CORP., METAL SERVICES Exhibit 10.1 EXECUTION COPY ABL CREDIT AGREEMENT Dated as of January 25, 2007 Among THE FINANCIAL INSTITUTIONS PARTY HERETO as the Lenders, CREDIT SUISSE, as Administrative Agent, The CIT Group/Business Credit Inc., as Collateral Agent, METAL SERVICES MERGER SUB CORP., METAL SERVICES HOLDCO LLC, and The subsidiaries of Tube City IMS Corporation from time to time party hereto CREDIT SUISSE SECURITI
May 13, 2010	EX-10.10	[Tube City IMS Corporation Letterhead] Exhibit 10.10 [Tube City IMS Corporation Letterhead] May 10, 2010 Joseph Curtin Tube City IMS Corporation P.O. Box 2000 12 Monongahela Avenue Glassport, Pennsylvania 15045 Dear Joe: This letter amends your Amended and Restated Employment Agreement, dated as of January 25, 2007, by and among Metal Services Acquisition Corp., Tube City IMS Corporation and you (the “Employment Agreement”). In order t
May 13, 2010	EX-10.17	METAL SERVICES ACQUISITION CORP. RESTRICTED STOCK PLAN ARTICLE I. Restricted Stock Plan Exhibit 10.17 METAL SERVICES ACQUISITION CORP. RESTRICTED STOCK PLAN ARTICLE I. PURPOSE. The purpose of the Metal Services Acquisition Corp. Restricted Stock Plan (the “Plan”) is to aid Metal Services Acquisition Corp. (the “Company”) and its subsidiaries in attracting and retaining key employees of outstanding ability and in motivating such employees to exert their best effo
May 13, 2010	EX-10.11	AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.11 EXECUTION VERSION AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the Effective Date (as defined below), among Metal Services Acquisition Corp., a Delaware corporation (“Buyer”), Tube City IMS Corporation, a Delaware corporation (“Company”) and Raymond S. Kalouche (“Executive”). Any capitalized terms used herei
May 13, 2010	EX-10.6	[Tube City IMS Corporation Letterhead] Amendment to Amended and Restated Employment Agreement - J. David Aronson Exhibit 10.6 [Tube City IMS Corporation Letterhead] May 10, 2010 J. David Aronson Tube City IMS Corporation P.O. Box 2000 12 Monongahela Avenue Glassport, Pennsylvania 15045 Dear David: This letter amends your Amended and Restated Employment Agreement, dated as of January 25, 2007, by and among Metal Services Acquisition Cor
May 13, 2010	EX-4.3	REGISTRATION AGREEMENT Exhibit 4.3 REGISTRATION AGREEMENT This Registration Agreement is made as of January 25, 2007, among Metal Services Acquisition Corp., a Delaware corporation (the “Company”), and the Persons listed on Schedule A attached hereto and such other stockholders of the Company as may, from time to time, become parties to this Agreement in accordance with the provisions hereof (the “Investors”). The Inves
May 13, 2010	EX-4.5	Series 2008 Promissory Notes Ownership Table Name Date of Note Issuance Initial Principal Amount of Note 1597257 Ontario Inc. OMI Partnership Holdings Ltd. Onex Partners II GP LP Onex Partners II LP Onex US Principals LP November 26, 2008 $ 50,000,00 Exhibit 4.5 Series 2008 Promissory Notes Ownership Table Name Date of Note Issuance Initial Principal Amount of Note 1597257 Ontario Inc. OMI Partnership Holdings Ltd. Onex Partners II GP LP Onex Partners II LP Onex US Principals LP November 26, 2008 $ 50,000,000 Laurence Weiss November 26, 2008 $ 80,000 Joseph Curtin August 3, 2009 $ 254,611 Raymond S. Kalouche August 3, 2009 $ 127,306 J. David A
May 13, 2010	EX-10.18	Metal Services Acquisition Corp. Restricted Stock Plan Restricted Stock Agreement Exhibit 10.18 Metal Services Acquisition Corp. Restricted Stock Plan Restricted Stock Agreement This Restricted Stock Agreement (the “Agreement”) is entered into effective as of , 2007 (the “Date of Grant”), between Metal Services Acquisition Corp., a Delaware corporation (the “Company”), and (the “Participant”). 1. Restricted Stock Plan. This Agreement is entered into pursuant to the terms of the
May 13, 2010	EX-10.20	LEASE YEAR Exhibit 10.20 Tenant: International Mill Service Inc. Suite No.: LEASE THIS LEASE (“Lease”) is entered into as of the 3rd day May, 2005, between BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Landlord”), and INTERNATIONAL MILL SERVICE, INC., a Pennsylvania corporation with its principal place of business at 1155 Business Center Drive, Horsham, Pennsylvania (“Tenant”). Lan
May 13, 2010	EX-4.1	METAL SERVICES MERGER SUB CORP. 9 3/4% Senior Subordinated Notes Due 2015 Dated as of January 25, 2007 THE BANK OF NEW YORK CROSS-REFERENCE TABLE TIA Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (b) 7.08; 7.10 (c) N.A. Indenture, dated as of January 25, 2007 Exhibit 4.1 METAL SERVICES MERGER SUB CORP. Issuer 9 3/4% Senior Subordinated Notes Due 2015 INDENTURE Dated as of January 25, 2007 THE BANK OF NEW YORK Trustee CROSS-REFERENCE TABLE TIA Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (b) 7.08; 7.10 (c) N.A. 311(a) 7.11 (b) 7.11 (c) N.A. 312(a) 2.05 (b) 13.03 (c) 13.03 313(a) 7.0
May 13, 2010	S-1	As filed with Securities and Exchange Commission on May 13, 2010 Table of Contents As filed with Securities and Exchange Commission on May 13, 2010 Registration No.

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