-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BYL4cLzu+RCqWYtx1wpjt/+TW3KU4exawL+zVRA0sn9W/DjFt2m32Cmu8NKq6wHW qQ3a76YFmDN3lGWmxf0s/w== 0000929638-07-000599.txt : 20071031 0000929638-07-000599.hdr.sgml : 20071030 20071031155648 ACCESSION NUMBER: 0000929638-07-000599 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071031 DATE AS OF CHANGE: 20071031 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RYERSON INC. CENTRAL INDEX KEY: 0000790528 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-METALS SERVICE CENTERS & OFFICES [5051] IRS NUMBER: 363425828 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-121638 FILM NUMBER: 071202838 BUSINESS ADDRESS: STREET 1: 2621 WEST 15TH PLACE CITY: CHICAGO STATE: IL ZIP: 60608 BUSINESS PHONE: 7737622121 MAIL ADDRESS: STREET 1: 2621 WEST 15TH PLACE CITY: CHICAGO STATE: IL ZIP: 60608 FORMER COMPANY: FORMER CONFORMED NAME: RYERSON TULL INC /DE/ DATE OF NAME CHANGE: 19990301 FORMER COMPANY: FORMER CONFORMED NAME: INLAND STEEL INDUSTRIES INC /DE/ DATE OF NAME CHANGE: 19920703 POS AM 1 ryersonpea110312007_6.htm

As filed with the Securities and Exchange Commission on October 31, 2007

Registration No. 333-121638

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Post-Effective Amendment No. 1

to

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

RYERSON INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware

 

36-3425828

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

 

2621 West 15th Place

Chicago, Illinois 60608

(773) 762-2121

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

Terence R. Rogers

Chief Financial Officer

2621 West 15th Place

Chicago, Illinois 60608

(773) 762-2121

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

 

with copies to:

James W. Loss

Bingham McCutchen LLP

600 Anton Boulevard

18th Floor

Costa Mesa, California 92626

(714) 830-0626

 

 

Approximate date of commencement of proposed sale of the securities to the public:  

Not applicable.

Deregistration of unsold securities.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.o

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.          o

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.o

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 effective registration statement for the same offering.o

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.o

If this Form is a post-effective amendments to a registration statement filed pursuant to General Instruction I.D. filed to register securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.o

 

 

 

DEREGISTRATION OF SECURITIES

 

On December 23, 2004, Ryerson Inc., a Delaware corporation (the “Company”), filed a registration statement on Form S-3, Registration No. 333-121638 (the “Registration Statement”), with respect to $200,000,000 in total dollar amount of Common Stock of the Company to be offered using a shelf registration process.

On October 19, 2007 (the “Effective Date”), the Company consummated the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 24, 2007, by and among Rhombus Holding Corporation (“Parent”), Rhombus Merger Corporation (“Sub”) and the Company. Pursuant to the terms of the Merger Agreement, Sub merged with and into the Company, with the Company continuing as the surviving corporation. In accordance with the Merger Agreement, on the Effective Date, each outstanding share of Common Stock and Series A $2.40 Cumulative Convertible Preferred Stock of the Company (other than treasury shares and shares held by shareholders who properly exercised appraisal rights under Delaware law) was automatically converted into the right to receive $34.50 in cash. As a result of such transactions, the Company is a privately-held, wholly-owned subsidiary of Parent.

As a result of the consummation of the transactions contemplated by the Merger Agreement, the Company has terminated all offerings of the Company’s securities pursuant to the Registration Statement. Accordingly, pursuant to the undertaking contained in the Registration Statement to remove from registration, by means of a Post-Effective Amendment, any of the securities being registered which remain unsold at the termination of the offering, the Company is filing this Post-Effective Amendment to the Registration Statement to deregister all the shares of the Company’s Common Stock registered and reserved for issuance under such Registration Statement which remained unissued as of the Effective Date.

2

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment to Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on this 29th day of October, 2007.

 

 

 

 

RYERSON INC.

 

 

By:

 

/S/ Terence R. Rogers

 

 

Name: Terence R. Rogers

Title: Chief Financial Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment has been signed by the following persons in the capacities indicated below on October 29, 2007.

 

 

 

 

Signature

  

Title

 

 

/S/    Robert Archambault       

 

Robert Archambault

  

Chief Executive Officer (Principal Executive Officer)

 

 

/S/    Terence R. Rogers       

 

Terence R. Rogers

  

Chief Financial Officer (Principal Financial Officer)

 

 

/S/    Lily L. May       

 

Lily L. May

  

Vice President and Controller (Principal Accounting Officer)

 

 

**

 

Tom Gores

  

Director

 

 

**

 

Eva M. Kalawski

  

Director

 

 

**

 

Robert J. Wentworth

  

Director

 

 

Jacob Kotzubei

  

Director

 

 

**By:                /S/    Terence R. Rogers        

  

 

 

 

Name: Terence R. Rogers

 

Title: Attorney in fact

  

 

 

II-1

 

EXHIBIT INDEX

 

 

 

 

 

EXHIBIT

 

  

DESCRIPTION

 

 

24.1

 

 

Power of Attorney

 

 

 

 

 

 

 

 

 

 

EX-24 2 exhibit24_1.htm POWER OF ATTORNEY

Exhibit 24.1

RYERSON INC.

POWER OF ATTORNEY

The undersigned, each being an officer or director, or both, as the case may be, of Ryerson Inc., a Delaware corporation (the “Company”), hereby constitute and appoint Terence R. Rogers the true and lawful attorney-in-fact of the undersigned, with full power of substitution and resubstitution, for him or her or in his or her name, place and stead, in any and all capacities, to sign any or all amendments, including without limitation post-effective amendments, to any or all of the registration statements listed below, as determined by the officers of the Company, which registration statements have been previously filed by the Company with the Securities and Exchange Commission, and to file or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, as determined by the officers of the Company, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

 

Form

  

Registration Number

 

 

S-3

S-3

S-3

S-3

S-3

S-4

S-8

S-8

S-8

S-8

S-8

S-8

  

33-59161

33-62897

333-59009

333-121638

333-122316

333-122317

33-59783

333-06977

333-06989

333-78429

333-62382

333-88476

 

 

 

 

 

____________________________________________________________________________________________________________

 

 

 

 

Name

Title

Date

/s/ Tom Gores

Director

October 29, 2007

Tom Gores

/s/ Eva M. Kalawski

Director

October 29, 2007

Eva M. Kalawski

/s/ Robert J. Wentworth

Director

October 29, 2007

Robert J. Wentworth

 

Director

 

Jacob Kotzubei

 

 

 

 

 

 

 

 

 

Signature Page to Power of Attorney for Registration Statement Post-Effective Amendments

Ryerson Inc.

 

 

 

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