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): October 9, 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 8.01 Other Events.

Early Tender Offer Results

On October 9, 2012, Ryerson Inc. (the “Company”) announced that, as part of its previously announced cash tender offers (the “Tender Offers”) for any and all of its outstanding Floating Rate Senior Discount Notes due 2014 (the “2014 Notes”) and outstanding 12% Senior Secured Notes due 2015 (the “2015 Notes”) and the related consent solicitations (together with the Tender Offers, the “Offers”), as of 5:00 p.m., New York City time, on October 9, 2012, $95.497 million in aggregate principal amount of the 2014 Notes and $339.609 million in aggregate principal amount of the 2015 Notes, representing approximately 92.79% of the aggregate principal amount then outstanding of the 2014 Notes and 92.12% of the aggregate principal amount then outstanding of the 2015 Notes, had been tendered.

The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference as if set forth in full.

In connection with the Offers, on October 10, 2012, the Company entered into a Supplemental Indenture (the “Supplemental Indenture”), by and among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee, amending the indenture, dated as of October 19, 2007, by and among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee, relating to the 2014 Notes and the 2015 Notes (the “Indenture”). Pursuant to the Supplemental Indenture, the Indenture is amended to, among other things, (i) eliminate most of the restrictive covenants and certain of the events of default contained in the Indenture and (ii) permit a notice of redemption to holders whose notes are to be redeemed to be provided at least 3 days before a redemption date.

The Supplemental Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference as if set forth in full.

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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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

4.1	Supplemental Indenture, dated as of October 10, 2012, by and among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee
99.1	Press Release, dated October 9, 2012

- 2 -

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: October 10, 2012

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

EXHIBIT INDEX

Exhibit Number	Description
4.1	Supplemental Indenture, dated as of October 10, 2012, by and among Ryerson Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee
99.2	Press Release, dated October 9, 2012.

EX-4.1

Exhibit 4.1

RYERSON INC.,

as Issuer,

THE GUARANTORS PARTY HERETO,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

Supplemental Indenture

Dated as of October 10, 2012

Floating Rate Senior Secured Notes due 2014

12% Senior Secured Notes due 2015

THIRD SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 10, 2012, by and among RYERSON INC., a Delaware corporation (the “Issuer”), the GUARANTORS (as defined herein) and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Trustee”), as Trustee under the Indenture (as hereinafter defined).

WHEREAS, the Issuer, the Guarantors and the Trustee have as of October 19, 2007 entered into an Indenture, as supplemented by (i) a supplemental indenture, dated as of May 30, 2008, by and among the Issuer, the Guarantors and the Trustee and (ii) a supplemental indenture, dated as of July 31, 2008, by and among the Issuer, the Guarantors and the Trustee (as supplemented, the “Indenture”), providing for the issuance by the Issuer from time to time of its Floating Rate Senior Secured Notes due 2014 (the “2014 Notes”) and its 12% Senior Secured Notes due 2015 (the “2015 Notes,” and, together with the 2014 Notes, the “Outstanding Securities”);

WHEREAS, Section 9.2 of the Indenture provides, among other things, that the Issuer, the Guarantors and the Trustee, with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, may enter into one or more supplemental indentures for the purpose of adding provisions to or changing or eliminating certain of the provisions of the Indenture;

WHEREAS, the Issuer has received the written consents of the Holders of a majority of the aggregate principal amount of the Outstanding Securities to amend the Indenture as provided herein and enter into this Supplemental Indenture;

WHEREAS, the Issuer represents that the consents of the Holders of a majority of the aggregate principal amount of the Outstanding Securities is sufficient to effect the amendments contained herein;

WHEREAS, the Issuer and the Guarantors desire to enter into this Supplemental Indenture, and has duly authorized the execution and delivery of this Supplemental Indenture to modify the Indenture;

WHEREAS, concurrent with the execution hereof, the Issuer has delivered to the Trustee an Officers’ Certificate and has caused its counsel to deliver to the Trustee an Opinion of Counsel; and

WHEREAS, all conditions and requirements of the Indenture necessary to make this Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled by the parties hereto and the execution and delivery thereof have been in all respects duly authorized by the parties hereto.

NOW, THEREFORE:

For and in consideration of the mutual premises and agreements herein contained, the Issuer, the Guarantors and the Trustee covenant and agree, for the equal and proportionate benefit of all Holders of the Outstanding Securities, as follows:

ARTICLE I.

EFFECTIVENESS AND EFFECT

Section 1.1 Effectiveness and Effect.

This Supplemental Indenture shall take effect on the date hereof, provided, however, that the amendments provided for in Article Two hereof shall only become operative if an aggregate principal

amount of the Outstanding Securities exceeding 50% of the aggregate principal amount of the Outstanding Securities is accepted by the Issuer for payment on the Early Settlement Date (as defined in that certain Offer to Purchase and Consent Solicitation Statement of the Issuer, dated September 25, 2012), and such amendments provided for in Article Two hereof shall have no force or effect prior to the operative time specified in this Section. Subject to the foregoing, the provisions set forth in this Supplemental Indenture shall be deemed to be, and shall be construed as part of, the Indenture. All references to the Indenture in the Indenture or in any other agreement, document or instrument delivered in connection therewith or pursuant thereto shall be deemed to refer to the Indenture as amended by this Supplemental Indenture. Except as amended hereby, the Indenture shall remain in full force and effect.

ARTICLE II.

AMENDMENT OF THE INDENTURE

Section 2.1 Deletion of Definitions and Related References

Section 101 of the Indenture is hereby amended to delete in their entirety all terms and their respective definitions for which all references are eliminated in the Indenture as a result of the amendments set forth in Section 2.2 of this Supplemental Indenture.

Section 2.2 Amendments to Indenture.

(a) The Indenture is hereby amended by deleting the following sections of the Indenture and all references thereto in the Indenture in their entirety and replacing each such section with the term “INTENTIONALLY OMITTED”:

Section 4.3 (Provision of Financial Information);

Section 4.4 (Compliance Certificate);

Section 4.5 (Taxes);

Section 4.6 (Stay, Extension and Usury Laws);

Section 4.7 (Limitation on Restricted Payments);

Section 4.8 (Limitation on Dividends and Other Payments Affecting Restricted Subsidiaries);

Section 4.9 (Limitation on Incurrence of Debt);

Section 4.10 (Limitation on Asset Sales);

Section 4.11 (Limitation on Transactions with Affiliates);

Section 4.12 (Limitation on Liens);

Section 4.13 (Limitation on Sale and Leaseback Transactions);

Section 4.15 (Corporate Existence);

Section 4.16 (Events of Loss);

Section 4.17 (Business Activities);

Section 4.18 (Limitation on Activities of JV Interest Holders);

Section 4.19 (Impairment of Security Interests);

Section 4.20 (Additional Note Guarantees);

Section 4.21 (Limitation on Creation of Unrestricted Subsidiaries);

Section 4.22 ([Reserved]);

Section 4.23 (Further Assurances);

Section 4.24 (Maintenance of Properties; Insurance; Books and Records);

Section 5.01 (Consolidation, Merger, Conveyance, Transfer or Lease); and

Section 6.01(4), (5), (6), (7), (8), (9) (Events of Default).

(b) Section 3.3 of the Indenture is hereby amended by deleting from the first sentence the phrase “at least 30 days” and replacing it with the phrase “at least 3 days”.

ARTICLE III.

MISCELLANEOUS

Section 3.1 Counterparts.

This Supplemental Indenture may be executed in counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

Section 3.2 Severability.

In the event that any provision in this Supplemental Indenture shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 3.3 Headings.

The article and section headings herein are for convenience only and shall not affect the construction hereof.

Section 3.4 Successors and Assigns.

Any covenants and agreements in this Supplemental Indenture by the Issuer and the Trustee shall bind their successors and assigns, whether so expressed or not.

Section 3.5 Governing Law.

THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 3.6 Effect of Supplemental Indenture.

Except as amended by this Supplemental Indenture, the terms and provisions of the Indenture shall remain in full force and effect.

Section 3.7 Trustee.

The Issuer hereby acknowledges and agrees to comply with its reporting obligations under the Trust Indenture Act of 1939. The Trustee assumes no responsibility for the correctness of the recitals herein contained, which shall be taken as the statements of the Issuer, and the Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity or execution or sufficiency of this Supplemental Indenture, and the Trustee makes no representation with respect thereto.

Section 3.8 Endorsement and Change of Form of Securities.

Any Securities authenticated and delivered after the close of business on the date that this Supplemental Indenture becomes effective may be affixed to, stamped, imprinted or otherwise legended by the Trustee, with a notation as follows:

“Effective as of October 10, 2012, certain restrictive covenants of the Indenture and certain of the Events of Default have been eliminated and permission for a notice of redemption to Holders whose Notes are to be redeemed to be provided at least three (3) days before a redemption date has been granted, as provided in the Supplemental Indenture, dated as of October 10, 2012. Reference is hereby made to said Supplemental Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein.”

Section 3.9 Benefits of Supplemental Indenture.

Nothing contained in this Supplemental Indenture shall or shall be construed to confer upon any person other than a Holder of the Outstanding Securities, the Issuer, the Guarantors and the Trustee any right or interest to avail itself or himself, as the case may be, of any benefit under any provision of the Indenture or the Supplemental Indenture.

Section 3.10 Definitions.

Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Indenture.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed by their respective officers hereunto duly authorized, all as of the day and year first above written.

RYERSON, INC.
By:	/s/ Edward J. Lehner
	Name:	Edward J. Lehner
	Title:	Executive Vice President and Chief Financial Officer

GUARANTORS
RCJV HOLDINGS, INC., as Guarantor
By:	/s/ Mary Ann Sigler
	Name:	Mary Ann Sigler
	Title:	Vice President
RDM HOLDINGS, INC.,
as Guarantor
By:	/s/ Mary Ann Sigler
	Name:	Mary Ann Sigler
	Title:	Vice President
RYERSON AMERICAS, INC.,
as Guarantor
By:	/s/ Mary Ann Sigler
	Name:	Mary Ann Sigler
	Title:	Vice President
RYERSON INTERNATIONAL MATERIAL MANAGEMENT SERVICES, INC.,
as Guarantor
By:	/s/ Mary Ann Sigler
	Name:	Mary Ann Sigler
	Title:	Vice President
RYERSON INTERNATIONAL TRADING, INC.,
as Guarantor
By:	/s/ Mary Ann Sigler
	Name:	Mary Ann Sigler
	Title:	Vice President

GUARANTORS
RYERSON INTERNATIONAL, INC.,
as Guarantor
By:	/s/ Mary Ann Sigler
	Name:	Mary Ann Sigler
	Title:	Vice President
RYERSON PAN-PACIFIC LLC,
as Guarantor
By:	/s/ Mary Ann Sigler
	Name:	Mary Ann Sigler
	Title:	Vice President
RYERSON PROCUREMENT CORPORATION,
as Guarantor
By:	/s/ Mary Ann Sigler
	Name:	Mary Ann Sigler
	Title:	Vice President
J.M. TULL METALS COMPANY, INC.,
as Guarantor
By:	/s/ Mary Ann Sigler
	Name:	Mary Ann Sigler
	Title:	Vice President
EPE, LLC,
as Guarantor
By:	/s/ Mary Ann Sigler
	Name:	Mary Ann Sigler
	Title:	Vice President

GUARANTORS
TURRET HOLDING CORPORATION,
as Guarantor
By:	/s/ Mary Ann Sigler
	Name:	Mary Ann Sigler
	Title:	Vice President
RYERSON HOLDINGS (BRAZIL), LLC,
as Guarantor
By:	/s/ Mary Ann Sigler
	Name:	Mary Ann Sigler
	Title:	Vice President
TURRET STEEL INDUSTRIES, INC.,
as Guarantor
By:	/s/ Mary Ann Sigler
	Name:	Mary Ann Sigler
	Title:	Vice President
SUNBELT-TURRET STEEL INC.,
as Guarantor
By:	/s/ Mary Ann Sigler
	Name:	Mary Ann Sigler
	Title:	Vice President

GUARANTORS
IMPERIAL TRUCKING COMPANY, LLC,
as Guarantor
By:	/s/ Mary Ann Sigler
	Name:	Mary Ann Sigler
	Title:	Vice President
WILCOX-TURRET COLD DRAWN, INC.,
as Guarantor
By:	/s/ Mary Ann Sigler
	Name:	Mary Ann Sigler
	Title:	Vice President

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:	/s/ Lynn M. Steiner
	Name:	Lynn M. Steiner
	Title:	Vice President

EX-99.1

Exhibit 99.1

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

For additional information contact:

Edward J. Lehner

Ryerson Inc.

312-292-5020

eddie.lehner@ryerson.com

FOR IMMEDIATE RELEASE

Ryerson Inc. and Ryerson Holding Corporation Announce Early Tender Results

CHICAGO, Ill., October 9, 2012 – Ryerson Inc. and Ryerson Holding Corporation announced today that, as of 5:00 p.m., New York City time, on October 9, 2012 (the “Consent Time”), the following principal amounts of (i) Ryerson Inc.’s Floating Rate Senior Secured Notes due 2014 (the “2014 Notes”) and 12% Senior Secured Notes due 2015 (the “2015 Notes” and, together with the 2014 Notes, the “Ryerson Notes”), and (ii) Ryerson Holding Corporation’s 14 ¹/₂% Senior Discount Notes due 2015 (the “Ryerson Holding Notes” and, together with the Ryerson Notes, the “Notes”) have been tendered in connection with the previously announced cash tenders offers (the “Offers”) of Ryerson Inc. and Ryerson Holding Corporation for any and all outstanding Notes of each series, as applicable. The complete terms and conditions of the Offers are described in Ryerson Inc.’s Offer to Purchase and Consent Solicitation Statement, dated September 25, 2012 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) 736-2200 (U.S. toll-free).

Title of Security	CUSIP No.	Outstanding Principal Amount		Principal Amount Tendered
Floating Rate Senior Secured Notes due 2014 issued by Ryerson Inc.	78375PAH0 and 78375PAK3	$	102.916 million	$	95.497 million
12% Senior Secured Notes due 2015 issued by Ryerson Inc.	78375PAL1	$	368.660 million	$	339.609 million
14 1/2% Senior Discount Notes due 2015 issued by Ryerson Holding Corporation	783754AB0	$	483.0 million	$	482.850 million

Payment for Notes validly tendered and not properly withdrawn on or prior to the Consent Time and accepted for purchase by Ryerson Inc. or Ryerson Holding Corporation, as applicable, is expected to be made on October 10, 2012 (the “Early Settlement Date”). Payment for Notes

validly tendered and not properly withdrawn after the Consent Time and on or prior to 11:59 p.m., New York City time, on October 23, 2012 (the “Expiration Time”) and accepted for purchase will be made promptly after the Expiration Time. Ryerson Inc. and Ryerson Holding Corporation, as applicable, expect to call for redemption, and distribute notices of redemption to the holders of, all outstanding Notes not accepted for tender on the Early Settlement Date, and expect to satisfy and discharge the Indentures governing the Notes on the Early Settlement Date.

Ryerson Inc.’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 offering (the “New Notes Offering”) 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., 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 (including receipt by Ryerson Holding Corporation of a dividend from Ryerson Inc. of a portion of the net proceeds received in the New Notes Offering) and (2) certain other customary conditions.

BofA Merrill Lynch is the dealer manager for the Offers and the solicitation agent for the related consent solicitations (the “Consent Solicitations”). Additional information concerning the Offers and Consent Solicitations may be obtained by contacting BofA Merrill Lynch, at (980) 387-3907 (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, an offer to sell, 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.

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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