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 25, 2012

Ryerson Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

333-152102

(Commission File Number)

36-3425828

(IRS Employer Identification No.)

227 West Monroe, 27^th Floor, Chicago, IL 60606

(312) 292-5000

(Address of principal executive offices and telephone number)

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:

¨ 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.

The information contained within Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.

As a result of price and volume dynamics in the global metals industry in July and August and their effect on the related supply chain, the Company expects Adjusted EBITDA, excluding LIFO income, for the three months ended September 30, 2012 to decrease slightly from the same period last year. Based on the Company’s preliminary results of operations for the months of July and August, and subject to completion of interim financial statements for the quarter, the Company estimates Adjusted EBITDA, excluding LIFO income, for the three months ended September 30, 2012 to be approximately 10% less than the same period last year.

EBITDA represents net income before interest and other expense on debt, provision for income taxes, depreciation and amortization. Adjusted EBITDA gives further effect to, among other things, reorganization expenses, the payment of management fees and other gains or losses. We believe that EBITDA and Adjusted EBITDA provide additional information for measuring our performance and are measures frequently used by securities analysts and investors. EBITDA and Adjusted EBITDA do not represent, and should not be used as a substitute for, net income or cash flows from operations as determined in accordance with generally accepted accounting principles, and neither EBITDA nor Adjusted EBITDA is necessarily an indication of whether cash flow will be sufficient to fund our cash requirements. Our definitions of EBITDA and Adjusted EBITDA may differ from that of other companies.

Item 8.01 Other Events.

Notes Offering and Tender Offer

On September 25, 2012, the Company issued a press release relating to a proposed offering (the “Notes Offering”) of Senior Secured Notes due 2017 and Senior Notes due 2018 generating aggregate gross proceeds of approximately $900.0 million in a transaction exempt from registration under the Securities Act. As permitted by Rule 135c under the Securities Act, the press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K.

The Senior Secured Notes and the Senior Notes will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

Concurrent with the Notes Offering, the Company announced that it is commencing cash tender offers and consent solicitations for any and all of its outstanding Floating Rate Senior Secured Notes due November 1, 2014 and its outstanding 12% Senior Secured Notes due November 1, 2015. Ryerson Holding Corporation, which is a holding company and the sole stockholder of the Company, also commenced a cash tender offer and consent solicitation for its outstanding 14 1/2% Senior Discount Notes due 2015. The tender offers are scheduled to expire at 11:59 p.m.,

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New York City time, on October 23, 2012, unless extended or earlier terminated. Notes that are validly tendered and not properly withdrawn prior to 5:00 p.m., New York City time on October 9, 2012, unless extended or earlier terminated, and accepted for purchase, will receive additional consideration. The Company’s and Ryerson Holding Corporation’s obligations to accept for purchase, and to pay for, notes validly tendered pursuant to the tender offers is subject to the consummation of the Notes Offering and certain other customary conditions. The press release announcing the tender offers is being filed as Exhibit 99.2 to this Current Report on Form 8-K.

Neither the press release nor this Current Report on Form 8-K constitutes an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Retrospective Adoption of Accounting Pronouncement

The Company is also filing this Current Report on Form 8-K to reflect the retrospective adoption of a new accounting pronouncement with respect to the financial information contained in its Annual Report on Form 10-K for the fiscal year ended December 31, 2011. As previously disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (filed with the Securities and Exchange Commission on July 31, 2012), the Company adopted FASB Accounting Standards Update No. 2011-05, Presentation of Comprehensive Income (“ASU 2011-05”), for its fiscal year beginning January 1, 2012, which amends the presentation of comprehensive income and allows an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. Under ASU 2011-05, the Company is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity.

The following presents the retrospective application of ASU 2011-05, as revised by FASB Accounting Standards Update No. 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05, for the fiscal years ended December 31, 2011, December 31, 2010 and December 31, 2009 and should be read in conjunction with the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011:

RYERSON INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(In millions)

	Year Ended December 31,
	2011			2010			2009
Net income (loss)	$	34.6		$	(70.0	)	$	(192.4	)
Other comprehensive income (loss), before tax:
Foreign currency translation adjustments		(1.0	)		11.4			27.9
Unrealized gain (loss) on available-for-sale investment		(9.8	)		5.4			—
Changes in unrecognized benefit costs		(66.7	)		(19.0	)		(18.8	)
Other comprehensive income (loss)		(77.5	)		(2.2	)		9.1
Total comprehensive loss, before tax		(42.9	)		(72.2	)		(183.3	)
Income tax benefit related to items of other comprehensive income		(1.5	)		(0.7	)		(1.8	)
Comprehensive loss, after tax		(41.4	)		(71.5	)		(181.5	)
Less: comprehensive loss attributable to the noncontrolling interest		(7.0	)		(3.2	)		(3.4	)
Comprehensive loss attributable to Ryerson Inc.	$	(34.4	)	$	(68.3	)	$	(178.1	)

The information included in this Current Report on Form 8-K is presented for information purposes only in connection with the reporting change described above and does not amend or restate the Company’s audited consolidated financial statements, which were included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2011. This Current Report on Form 8-K does not reflect events occurring after March 9, 2012, the date the Company filed its Annual Report on

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Form 10-K for the fiscal year ended December 31, 2011, and does not modify or update the disclosures therein in any way, other than to reflect the adoption of the new accounting standards as described above. You should therefore read this Current Report on Form 8-K in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and with the Company’s reports filed with the Securities and Exchange Commission after March 9, 2012.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed with this Current Report on Form 8-K:

99.1	Press Release, dated September 25, 2012
99.2	Press Release, dated September 25, 2012

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SIGNATURE

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: September 25, 2012

RYERSON INC.
By:	/s/ Erich S. Schnaufer
	Name:  Erich S. Schnaufer
	Title:    Chief Accounting Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated September 25, 2012.
99.2	Press Release, dated September 25, 2012.

EX-99.1

Exhibit 99.1

Ryerson 227 W. Monroe St. 27^th Floor Chicago, Illinois 60606 312 292 5000   www.ryerson.com PRESS RELEASE

For additional information contact:

Edward J. Lehner

Ryerson Inc.

312-292-5020

eddie.lehner@ryerson.com

FOR IMMEDIATE RELEASE

Ryerson Announces Proposed Offering of Senior Secured and Senior Unsecured Notes

CHICAGO, Ill., September 25, 2012 – Ryerson Inc. (the “Company”) announced today that, subject to market and other conditions, it intends to offer (the “Offering”) Senior Secured Notes due 2017 and Senior Notes due 2018 generating aggregate gross proceeds of approximately $900 million. Joseph T. Ryerson & Son, Inc., the Company’s wholly owned subsidiary will act as co-issuer of the notes. The notes will be guaranteed by certain subsidiaries of the Company. The senior secured notes and the related guarantees will be secured by a first-priority security interest in substantially all of the Company’s and each guarantor’s present and future assets located in the United States (other than receivables and inventory and related general intangibles, certain other assets and proceeds thereof), subject to certain exceptions and customary permitted liens. The senior secured notes and the related guarantees will also be secured on a second-priority basis by a lien on the assets that secure the Company’s obligations under its asset-based revolving credit facility. The senior unsecured notes will not be secured by any of the Company’s or its guarantors’ assets.

The offering will be made by means of an offering memorandum to qualified institutional buyers pursuant to Rule 144A and to certain persons in offshore transactions pursuant to Regulation S, each under the Securities Act of 1933, as amended. The securities will not be registered under the Securities Act of 1933 or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933 and applicable state securities laws. The offering is expected to close on or around October 10, 2012, subject to customary closing conditions. This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities.

The Company expects to use the net proceeds from the offering (i) to repay in full Ryerson Holding Corporation’s outstanding 14 1/2% Senior Discount Notes due 2015 (the “Ryerson Holding Notes”), plus accrued and unpaid interest thereon up to, but not including, the repayment date, (ii) to repay in full the Company’s outstanding Floating Rate Senior Secured

Notes due November 1, 2014 (the “Floating Rate Notes”) and the Company’s outstanding 12% Senior Secured Notes due November 1, 2015 (the “12% Notes” and, together with the Floating Rate Notes, the “Ryerson Notes”), plus accrued and unpaid interest thereon up to, but not including, the repayment date, (iii) to repay outstanding indebtedness under the Company’s senior secured asset-based revolving credit facility and (iv) to pay related fees, expenses and premiums.

This press release is for informational purposes only and is not an offer to sell or the solicitation of an offer to buy any securities.

About Ryerson Inc.

Ryerson Inc., a Platinum Equity company, is a leading North American processor and distributor of metals, with operations in the United States, Mexico, Canada, China and Brazil. The Company distributes and processes various kinds of metals, including stainless and carbon steel and aluminum products.

Forward-Looking Statements

This release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “intends,” “may,” “estimates,” “will,” “should,” “plans” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Moreover, we caution you not to place undue reliance on these forward-looking statements, which speak only as of the date they were made. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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EX-99.2

Exhibit 99.2

Ryerson 227 W. Monroe St. 27^th Floor Chicago, Illinois 60606 312 292 5000 www.ryerson.com PRESS RELEASE

For additional information contact:

Edward J. Lehner

Ryerson Inc.

312-292-5020

eddie.lehner@ryerson.com

FOR IMMEDIATE RELEASE

Ryerson Inc. Launches Tender Offers And Consent Solicitations For Its Floating Rate Senior Secured Notes due 2014 and 12% Senior Secured Notes due 2015; Ryerson Holding Corporation Launches Tender Offer And Consent Solicitation For Its 14 ¹/₂% Senior Discount Notes due 2015

CHICAGO, Ill., September 25, 2012 – Ryerson, Inc. is commencing cash tender offers and consent solicitations (together, the “Ryerson Offers”) for any and all of the outstanding aggregate principal amount of its outstanding Floating Rate Senior Secured Notes due 2014 (the “2014 Notes”) and its outstanding 12% Senior Secured Notes due 2015 (the “2015 Notes” and, together with the 2014 Notes, the “Ryerson Notes”). Ryerson Holding Corporation, which is a holding company and the sole stockholder of Ryerson Inc., is commencing a cash tender offer and consent solicitation (the “Holding Offer” and, together with the Ryerson Offers, the “Offers”) for any and all of the outstanding aggregate principal amount of its outstanding 14 1/2% Senior Discount Notes due 2015 (the “Ryerson Holding Notes” and, together with the Ryerson Notes, the “Notes”). The tender offers are scheduled to expire at 11:59 p.m., New York City time, on October 23, 2012, unless extended or earlier terminated (the “Expiration Date”).

In connection with the offers to purchase, Ryerson is soliciting consents to certain proposed amendments to the indentures governing the Notes to eliminate substantially all of the restrictive covenants, certain events of default and related provisions. Holders may not tender their Notes without delivering consents or deliver consents without tendering their Notes.

Holders of the Notes that are validly tendered and not properly withdrawn prior to 5:00 p.m., New York City time on October 9, 2012, unless extended or earlier terminated (the “Consent Date”), and accepted for purchase, will receive the total consideration (as discussed below) of $714.18 per $1,000 principal amount of the Ryerson Holding Notes, $1,002.50 per $1,000 principal amount of the 2014 Notes and $1,035.00 per $1,000 principal amount of the 2015 Notes, together, in the case of the Ryerson Notes but not the Ryerson Holding Notes, with accrued and unpaid interest up to, but not including, the settlement date. Holders of the Notes that are validly tendered and not properly withdrawn after the Consent Date but on or prior to the

Expiration Date, and accepted for purchase, will receive the tender offer consideration (as discussed below) of $684.18 per $1,000 principal amount of the Ryerson Holding Notes, $972.50 per $1,000 principal amount of the 2014 Notes and $1,005.00 per $1,000 principal amount of the 2015 Notes, which is the total consideration less the consent payment (as discussed below), together, in the case of the Ryerson Notes but not the Ryerson Holding Notes, with accrued and unpaid interest up to, but not including, the settlement date.

Payment for Notes validly tendered and not properly withdrawn on or prior to the Consent Date and accepted for purchase may be made at the option of Ryerson Inc. or Ryerson Holding Corporation, as applicable, promptly after the Consent Date. Payment for Notes validly tendered and not properly withdrawn after the Consent Date and on or prior to the Expiration Date and accepted for purchase will be made promptly after the Expiration Date.

The following table summarizes terms material to the determination of the total consideration to be received in the Offers per $1,000 principal amount of Notes that are validly tendered and not withdrawn prior to the Consent Date, as well as the tender offer consideration to be received in the Offers per $1,000 principal amount of Notes that are validly tendered after the Consent Date but on or prior to the Expiration Date:

Title of Security	CUSIP   No.	Outstanding Principal Amount	Tender Offer   Consideration   (per $1,000 principal amount, as applicable)	Consent Payment (per   $1,000 principal   amount, as applicable)	Total Consideration   (per $1,000 principal   amount, as applicable)
Floating Rate Senior Secured Notes due 2014 issued by Ryerson Inc.	78375PAH0 and   78375PAK3	$102.916 million	$972.50	$30.00	$1,002.50
12% Senior Secured Notes due 2015 issued by Ryerson Inc.	78375PAL1	$368.660 million	$1,005.00	$30.00	$1,035.00
14 1/2% Senior Discount Notes due 2015 issued by Ryerson Holding Corporation	783754AB0	$483.0 million	$684.18	$30.00	$714.18

Ryerson Inc. intends to fund the purchase of the Ryerson Notes tendered and the payment of consents received in the Ryerson Offers with the net proceeds from a concurrent offering (the “New Notes Offering”), in a transaction exempt from registration under the Securities Act of 1933, as amended, by Ryerson Inc. and Joseph T. Ryerson & Son, Inc., an indirect wholly owned subsidiary of Ryerson Holding Corporation and direct wholly owned subsidiary of Ryerson Inc.

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(together with Ryerson Inc. the “New Note Issuers”), as co-issuers, of not less than $600.0 million aggregate principal amount of Senior Secured Notes due 2017 and $300.0 million aggregate principal amount of Senior Notes due 2018 of the New Note Issuers (together, the “New Notes”). Ryerson Holding Corporation intends to fund the purchase of the Ryerson Holdings Notes tendered and the payment of consents received in the Holding Offer with a dividend from Ryerson Inc. of a portion of the net proceeds received in the New Notes Offering. It is anticipated that any Notes that remain outstanding following acceptance of Notes in the Offers will be redeemed by Ryerson Inc. or Ryerson Holding Corporation, as applicable.

The Company’s and Ryerson Holding Corporation’s obligations to accept for purchase, and to pay for, the applicable Notes validly tendered pursuant to the Offers is subject to (1) consummation of the New Notes Offering (including receipt by Ryerson Holding Corporation of the dividend from Ryerson Inc. as described above) and (2) certain other customary conditions.

The complete terms and conditions of the Offers are described in the Company’s Offer to Purchase and Consent Solicitation Statement, dated September 25, 2012 (the “Offer to Purchase”) and Ryerson Holding Corporation’s Offer to Purchase and Consent Solicitation Statement, dated September 25, 2012 (together, the “Offers to Purchase”), respectively, copies of which may be obtained by contacting Global Bondholder Services Corporation, the information agent for the Offers, at (212) 430-3774 (collect) or (866) 807-2200 (U.S. toll-free). Merrill Lynch Pierce, Fenner & Smith Incorporated is the dealer manager for the Offers and the solicitation agent for the Consent Solicitations. Additional information concerning the Offers and Consent Solicitations may be obtained by contacting Merrill Lynch Pierce, Fenner & Smith Incorporated, at (980) 388-9217 (collect) or (888) 292-0070 (U.S. toll-free).

This press release is for informational purposes only and is not a recommendation, an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The Offers are being made solely pursuant to the Offers to Purchase and related Letters of Transmittal that is being distributed to holders of Notes.

This press release is for informational purposes only and is not an offer to sell or the solicitation of an offer to buy any securities.

About Ryerson Inc.

Ryerson Inc., a Platinum Equity company, is a leading North American processor and distributor of metals, with operations in the United States, Mexico, Canada, China and Brazil. The Company distributes and processes various kinds of metals, including stainless and carbon steel and aluminum products.

Forward-Looking Statements

This release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “intends,” “may,” “estimates,” “will,” “should,” “plans” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially

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from those suggested by the forward-looking statements. Moreover, we caution you not to place undue reliance on these forward-looking statements, which speak only as of the date they were made. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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