As filed with the Securities and Exchange Commission on
July 16, 2019
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
UNDER
THE SECURITIES ACT OF 1933
GLOBAL BRASS AND COPPER, INC.
and certain entities identified in the “Table of Additional Registrants” below
(Exact name of registrant as specified in its charter)
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Delaware
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06-1826564
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification Number)
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475 N. Martingale Road Suite 1050
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Anne-Marie W. D’Angelo
General Counsel
Global Brass and Copper Holdings, Inc.
475 N. Martingale Road Suite 1050
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
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Paul Scrivano
Ropes & Gray LLP
1211 Avenue of the Americas
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Christopher Ewan
Amber Meek
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
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Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement
for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the
Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b)
under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated
filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ✓ (Do not check if a
smaller reporting company)
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Smaller reporting company ☐
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Emerging growth company ☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the
Securities Act. ☐
TABLE OF ADDITIONAL REGISTRANTS
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State or Other
Jurisdiction of
Incorporation or
Organization
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Address and
Phone Numbers
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Primary Standard
Industrial
Classification
Code Number
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I.R.S. Employer
Identification
Number
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Global Brass and Copper Holdings, Inc.
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Delaware
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3350
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06-1826563
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Chase Brass and Copper Company, LLC(1)
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Delaware
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3350
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75-3261457
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GBC Metals, LLC(2)
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Delaware
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3350
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68-0661230
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A.J. Oster, LLC
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Delaware
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3350
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68-0661238
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A.J. Oster Foils, LLC
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Delaware
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3350
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75-3261463
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A.J. Oster Caribe, LLC
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Delaware
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3350
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05-0422403
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A.J. Oster West, LLC
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Delaware
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3350
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75-3261460
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(1) On
January 1, 2017, Chase Brass, LLC and Chase Industries, LLC were merged with and into Chase Brass and Copper Company, LLC and have ceased to exist. These entities were included as additional registrants on the original Form S-4, but they
are no longer additional registrants as a result of the transactions.
(2) On
January 1, 2017, Olin Fabricated Metal Products, LLC and Bryan Metals, LLC were merged with and into GBC Metals, LLC and have ceased to exist. These entities were included as additional registrants on the original Form S-4, but they are no
longer additional registrants as a result of the transactions.
EXPLANATORY NOTE — DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 (this “
Post-Effective Amendment”), filed by Global Brass and Copper, Inc., a Delaware corporation (the “
Company”),
relates to the Registration Statement on Form S-4 (Registration Number
333-189221) filed by the Company with the U.S. Securities and Exchange Commission on
June 10, 2013, as amended by Amendment No. 1 thereto on
July 24, 2013 and Amendment No. 2
thereto on
September 3, 2013 (the “
Registration Statement”), pertaining to the registration of the securities described in the Registration Statement.
On
April 9, 2019, Global Brass and Copper Holdings, Inc. (“
GBC”), the parent of the Company, entered into an Agreement and Plan of Merger (the “
Merger
Agreement”) with Wieland Holdings, Inc., an Illinois corporation (“
Parent”), Elephant Acquisition Corp., a Delaware corporation and wholly owned Subsidiary of Parent (“
Merger
Sub”) and Wieland-Werke Aktiengesellschaft, a German stock corporation (“
Parent Holdco”), pursuant to which Parent Holdco would acquire GBC. On
July 16, 2019, pursuant to the Merger Agreement, (i) each
share of common stock of GBC, par value $0.01 per share (the “
Shares”) (other than Shares owned by GBC in treasury or by Parent Holdco, Parent or Merger Sub, or any wholly owned subsidiary of Parent Holdco
(other than Parent and Merger Sub)) was automatically canceled and converted into the right to receive an amount in cash equal to $44, without interest thereon (the “
Merger Consideration”) and less any
applicable withholding taxes, and (ii) Merger Sub merged with and into GBC, with GBC continuing as the surviving corporation and a wholly-owned indirect subsidiary of Parent Holdco (the “
Merger”). The Merger
became effective on
July 16, 2019 following the filing of the Certificate of Merger with the Secretary of State of the State of Delaware (the
“Effective Time”).
In accordance with the undertaking made by the Company in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities that had been registered for issuance but
remain unsold at the termination of the offering, this post-effective amendment to the Registration Statement is being filed to remove from registration, as of the effectiveness of this post-effective amendment, any and all securities of the Company
that are registered under the Registration Statement that remain unsold as of the effectiveness of this post-effective amendment, and to terminate the effectiveness of the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has
duly caused the Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Schaumburg, IL on
July 16, 2019.
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GLOBAL BRASS AND COPPER, INC.
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By:
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Name:
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Title:
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President and Chief Operating Officer
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Pursuant to the requirements of the Securities Act of 1933, each of the co-registrants Global Brass and Copper Holdings, Inc., Chase Brass and Copper Company, LLC, GBC Metals, LLC, A.J. Oster, LLC,
A.J. Oster Foils, LLC, A.J. Oster Caribe, LLC and A.J. Oster West, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused the Post-Effective Amendments to the
Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Schaumburg, IL on
July 16, 2019.
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GLOBAL BRASS AND COPPER HOLDINGS, INC.
CHASE BRASS AND COPPER COMPANY, LLC
GBC METALS, LLC
A.J. OSTER, LLC
A.J. OSTER FOILS, LLC
A.J. OSTER CARIBE, LLC
A.J. OSTER WEST, LLC
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By:
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Name:
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Title:
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President and Chief Operating Officer
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No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
