SEC Filings

RELIANCE STEEL & ALUMINUM CO filed this Form DEF 14A on 04/18/2000
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     As of April 1, 1998, the Company combined substantially all of the existing
401(k) and profit sharing plans of the Company and its subsidiaries into one
master 401(k) and profit sharing plan, the Reliance Steel & Aluminum Co. Master
401(k) Plan (the "Master Plan"). The Master Plan allows each subsidiary's annual
matching percentage and maximum compensation limit to be determined
independently at the discretion of the respective Board of Directors.
Participation has continued in accordance with each subsidiary's previous plan.
Eligible employees may participate after three months of service, and the
Company contribution vests at 25% per year, commencing one year after the
employee enters the plan. The Company contributions to the Master Plan for the
years ended December 31, 1999 and 1998 were $2,596,000 and $2,965,000,
respectively. Other 401(k) and profit sharing plans exist as certain
subsidiaries had not yet combined their plans into the Master Plan as of
December 31, 1999.
     The Company also participates in various multi-employer pension plans
covering certain employees not covered under the Company's benefit plans
pursuant to agreements between the Company and collective bargaining units who
are members of such plans.
     In 1996, the Company adopted a Supplemental Executive Retirement Plan
("SERP"), which provides post-retirement benefits to key officers of the
company. Under the SERP, benefit payments equal 50% of the average of the
participant's highest five years of the last ten years of total cash
compensation, less benefits from other Company sponsored retirement plans,
including the 401(k) Plan and ESOP. The SERP was amended in 1999 to provide for
a pre-retirement death benefit. A separate SERP exists for one of the companies
acquired during 1998, which provides post-retirement benefits to its employees.
The Company expenses were $1,007,000, $681,000 and $644,000 for the plans for
the years ended December 31, 1999, 1998 and 1997, respectively, based on
calculations made by the Company's actuaries.
     The estimated present value of annual benefits payable by the SERP, net of
amounts received under other Company sponsored retirement plans, at the normal
retirement age of 65 for each of the executive officers named above is as

                                                         ESTIMATED ANNUAL BENEFITS
                         NAME                             PAYABLE UPON RETIREMENT
                         ----                            -------------------------
<S>                                                      <C>
David H. Hannah........................................          $213,936
Gregg J. Mollins.......................................          $163,920
Karla R. McDowell......................................          $ 50,040
James P. MacBeth.......................................          $ 72,864
William K. Sales, Jr...................................          $ 88,236

     The Company has maintained a Key-Man Incentive Plan for division managers
and officers since 1965, with subsequent amendments. The Incentive Plan was most
recently modified in January 1999, to reflect the current conditions of the
Company and the industry, and to allocate the incentive bonus pool in accordance
with the contributions of the eligible personnel. The initial incentive bonus
pool is calculated to equal 20% of the amount by which the Company's net income
for that year exceeds the rate of return on a one-year Treasury bill multiplied
by the Company's net worth at the beginning of the year. That pool is then
adjusted by additional calculations, including the accrual of the calculated
incentives. The Company's officers and division managers are eligible to
participate in the pool and are ranked according to certain criteria, and
awarded points based on their rankings. The incentive compensation bonus is
payable 75% in cash and 25% in the Company's Common Stock, except that, for
1999, 1998 and 1997, the Company's officers with Corporate responsibilities had
the option of having this bonus paid 100% in cash. Officers of the subsidiaries
are not currently eligible to participate under the Key-Man Incentive Plan. See
"Compensation and Stock Option Committee Report".
     The Company also maintains a bonus plan for division managers that allows
them to participate in pre-tax income from their respective divisions if that
income exceeds an amount equal to a 15% return on division