-----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, LlsSreWHajcYHSb87OX2IuSXt17cB9R3/f8q0XkHmjH8yEpdjhaaYpQ4Iv7OZcwf 1PEUr/rxKPuryDxDJgEKLw== 0001193125-07-213945.txt : 20071005 0001193125-07-213945.hdr.sgml : 20071005 20071005113022 ACCESSION NUMBER: 0001193125-07-213945 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071004 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071005 DATE AS OF CHANGE: 20071005 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09117 FILM NUMBER: 071158425 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 8-K 1 d8k.htm 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

October 4, 2007

(Date of report; date of

earliest event reported)

Commission file number: 1-9117

 


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

(Address of principal executive offices)

(Zip Code)

(773) 762-2121

(Registrant’s telephone number, including area code)

 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 7.01. Regulation FD Disclosure.

On October 4, 2007, Rhombus Merger Corporation issued the press release attached hereto as Exhibit 99.1 in which it announced the determination of the pricing for its previously announced tender offer and the results of the related consent solicitation for the 8  1/4% Senior Notes due 2011 of Ryerson Inc. (“Ryerson”) (CUSIP No. 78375PAG2) (the “Notes”). The tender offer and related consent solicitation to amend the Notes and the indenture governing the Notes are being conducted in connection with Ryerson’s previously announced Agreement and Plan of Merger, dated July 24, 2007, by and among Ryerson, Rhombus Holding Corporation and Rhombus Merger Corporation, pursuant to which Rhombus Merger Corporation will merge with and into Ryerson and Ryerson will become a wholly-owned subsidiary of Rhombus Holding Corporation. Rhombus Holding Corporation is owned by a private investment fund or funds affiliated with Platinum Equity, LLC.

As provided in General Instruction B.2 of Form 8-K, the information contained in this Item 7.01 of this Current Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. By furnishing this information, we make no admission as to the materiality of any information in this Item 7.01 of this Current Report that is required to be disclosed solely by reason of Regulation FD.

 

Item 9.01 Financial Statements and Exhibits

(a) None

(b) None

(c) None

(d) A list of exhibits is attached hereto as an Exhibit Index and is incorporated by reference.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: October 5, 2007    

/s/ Virginia M. Dowling

    By:   Virginia M. Dowling
    Its:  

Vice President, Deputy General

Counsel and Secretary

 

3


EXHIBIT INDEX

 

Exhibit
Number

 

Description

99.1

  Press Release dated October 4, 2007

 

4

EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

RHOMBUS MERGER CORPORATION

ANNOUNCES RECEIPT OF THE

REQUISITE CONSENTS AND PRICING OF

THE TENDER OFFER FOR THE NOTES OF RYERSON INC.

CHICAGO — October 4, 2007 – Rhombus Merger Corporation (the “Purchaser”), a wholly owned subsidiary of Rhombus Holding Corporation (“Parent”) announced today the results to date and pricing terms of its previously announced tender offer and consent solicitation (together, the “Offer”) for the 8-1/4% Senior Notes due 2011 of Ryerson Inc. (“Ryerson”) (CUSIP No. 78375PAG2) (the “Notes”). Purchaser was formed solely for the purpose of merging with and into Ryerson, which will be the surviving corporation of the merger and a wholly owned subsidiary of Parent.

As of 5:00 p.m., New York City time, on October 4, 2007 (the “Consent Payment Deadline”), tenders and consents had been received from holders of $145.1 million (96.7%) in aggregate principal amount of the Notes. Accordingly, the requisite consents to adopt the proposed amendments to the indenture governing the Notes have been received. Subject to the conditions of the Offer being satisfied or waived, a supplemental indenture effecting the proposed amendments described in the Offer to Purchase and Consent Solicitation Statement, dated September 21, 2007 (the “Offer to Purchase”), will be executed.

The total consideration for each $1,000 principal amount of Notes validly tendered and not withdrawn prior to the Consent Payment Deadline is $1,080.11, which includes a consent payment of $30.00 per $1,000 principal amount of Notes validly tendered and not withdrawn. The total consideration was determined by reference to a fixed spread of 50 basis points over the yield, based on the bid price, of the 3.375% U.S. Treasury Note due December 15, 2008, which was calculated at 2:00 p.m., New York City time, today. The Reference Yield and the Offer Yield, as such terms are used in the Offer to Purchase, are 4.062% and 4.562%, respectively.

The Purchaser’s obligation to accept for purchase, and to pay for, Notes validly tendered pursuant to the Offer is subject to the satisfaction of certain conditions including: (1) the consummation of the merger of Purchaser with and into Ryerson; (2) concurrent financing; and (3) certain other customary conditions.

Assuming all conditions to the Offer are satisfied or waived, the Company expects the initial payment date for the Offer to be on or about October 19, 2007, on which date the Company will accept for purchase all Notes tendered at least one business day prior to such acceptance date. Holders of such Notes will receive accrued and unpaid interest on such Notes up to, but not including, the initial payment date. Holders of Notes validly tendered on or after the initial payment date, but before the Expiration Date (defined below), will receive accrued and unpaid interest on the Notes up to, but not including, the final payment date, which is expected to be on or promptly following the Expiration Date. The Offer is scheduled to expire at 8:00 a.m., New York City time, on October 22, 2007 (the “Expiration Date”).

Holders tendering their Notes after the Consent Payment Deadline but on or prior to the Expiration Date for the Offer and such Notes are accepted for purchase will receive the Tender Offer Consideration as defined in the Offer to Purchase, but will not receive the Consent Payment.

The complete terms and conditions of the Offer are described in the Offer to Purchase, copies of which may be obtained by contacting Global Bondholder Services Corporation, the information agent for the Offer, at (212) 430-3774 (collect) or (866) 807-2200 (U.S. toll-free). Banc of America Securities LLC is the exclusive dealer manager and solicitation agent for the Offer. Additional information concerning the Offer may be obtained by contacting Banc of America


Securities LLC, High Yield Special Products, at (704) 388-9217 (collect) or (888) 292-0070 (U.S. toll-free).

This press release is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The Offer is being made solely pursuant to the Offer to Purchase and related Letter of Transmittal.

 

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