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): December 17, 2014
Ryerson Inc.
Joseph T. Ryerson & Son, Inc.
(Exact name of registrant as specified in its charter)
Delaware
Delaware
(State or other jurisdiction of incorporation)
001-09117
333-152102-10
(Commission File Number)
36-3425828
36-1717960
(I.R.S. Employer Identification No.)
227 West Monroe, 27th Floor, Chicago, IL 60606
227 West Monroe, 27th Floor, Chicago, IL 60606
(Address of principal executive offices and zip code)
(312) 292-5000
(312) 292-5000
(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:
| ¨ | 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 2.01 | Completion of Acquisition or Disposition of Assets. |
Effective December 17, 2014, Ryerson Inc., a Delaware corporation (“Ryerson”) and a wholly-owned subsidiary of Ryerson Holding Corporation (“Holding”), and Joseph T. Ryerson & Son, Inc., a Delaware corporation (“JTR”) and a wholly-owned subsidiary of Ryerson, consummated a merger pursuant to an Agreement of Merger (the “Merger Agreement”), providing for the merger of Ryerson with and into JTR (the “Merger”), with JTR continuing as the surviving corporation following the Merger and as a wholly-owned subsidiary of Holding. In accordance with the Merger Agreement, at the effective time of the Merger, each outstanding share of Ryerson’s common stock immediately prior to the Merger was cancelled and extinguished, and Holding was issued, on a pro rata basis, shares of JTR. As a result of the Merger, JTR received all rights, title, interests and property of Ryerson and assumed all debts, obligations, and liabilities of Ryerson, including all obligations and liabilities of Ryerson with respect to its 9% Senior Secured Notes due 2017 and 11 1⁄4% Senior Notes due 2018 (each of which JTR is a co-issuer thereof).
The foregoing description of the Merger in this Item 2.01 does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 hereto and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibit is being filed with this Current Report on Form 8-K:
| 2.1 | Agreement of Merger, dated December 15, 2014, by and between Ryerson Inc. and Joseph T. Ryerson & Son, Inc. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 22, 2014
| RYERSON INC.* | ||
| By: | /s/ Erich Schnaufer | |
| Name: | Erich Schnaufer | |
| Title: | Vice President | |
| JOSEPH T. RYERSON & SON, INC. | ||
| By: | /s/ Erich Schnaufer | |
| Name: | Erich Schnaufer | |
| Title: | Vice President | |
| * | By Joseph T. Ryerson & Son, Inc., as successor by merger to Ryerson Inc. |
Exhibit Index
| Exhibit # |
Description | |
| 2.1 | Agreement of Merger, dated December 15, 2014, by and between Ryerson Inc. and Joseph T. Ryerson & Son, Inc. | |
Exhibit 2.1
AGREEMENT OF MERGER
This AGREEMENT OF MERGER, dated as of December 15, 2014 (the “Agreement”), is entered into by and among Joseph T. Ryerson & Son, Inc., a Delaware corporation (“JTR”) and Ryerson Inc., a Delaware corporation (“Ryerson”).
RECITALS
WHEREAS, JTR is a wholly-owned subsidiary of Ryerson;
WHEREAS, Ryerson is a direct wholly-owned subsidiary of Ryerson Holding Corporation, a Delaware corporation (the “Parent”), and JTR is an indirect wholly-owned subsidiary of the Parent;
WHEREAS, the Parent desires to undertake a restructure of certain of its subsidiaries, including each of the parties to this Agreement (the “Restructure”);
WHEREAS, it is contemplated that Ryerson will merge with and into JTR, with JTR being the surviving entity (the “Merger”);
WHEREAS, (i) the Parent has declared the Merger advisable and in its best interests as sole stockholder of Ryerson, (ii) Ryerson has declared the Merger advisable and in its best interest as sole stockholder of JTR, and (iii) the board of directors of each of JTR and Ryerson have declared the Merger advisable and in the best interests of their respective corporations; and
WHEREAS, it is intended that the Merger qualify as a tax free reorganization under section 368(a) of the Internal Revenue Code of 1986, as amended.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:
1. Merger. Subject to and in accordance with the provisions of this Agreement, at the Effective Time (as defined in Section 2 hereof), Ryerson shall be merged with and into JTR, whereupon the separate existence of Ryerson shall cease, and JTR shall be the surviving entity (the “Surviving Entity”) in the Merger. The Surviving Entity shall, in accordance with Section 253 of the Delaware General Corporation Law, succeed by operation of law, without other transfer or action, to all of the rights, title, interests and property of Ryerson, and shall assume all debts, obligations and liabilities of Ryerson as if the Surviving Entity had itself incurred such debts, obligations and liabilities.
2. Effective Time. The Merger shall become effective as of December 17, 2014 at 9:00 A.M. Eastern Standard Time (the “Effective Time”).
3. Cancellation of Securities. At the Effective Time, all of the issued and outstanding shares of capital stock of Ryerson, by virtue of the Merger and without any action on the part of the Parent, shall be automatically cancelled and extinguished, and the Parent will be issued, on a pro rata basis, shares of stock of the Surviving Entity.
4. Address of Surviving Entity. The street address of the Surviving Entity’s principal place of business is 227 West Monroe Street, 27th Floor, Chicago, IL, 60606, United States.
5. Certificate of Incorporation. The Certificate of Incorporation of JTR, as in effect immediately prior to the Effective Time, will continue as the Certificate of Incorporation of the Surviving Entity.
6. Bylaws. The bylaws of JTR, as in effect immediately prior to the Effective Time, will continue as the bylaws of the Surviving Entity.
7. Directors and Officers of the Surviving Entity. From and after the Effective Time, until successors are duly elected or appointed in accordance with applicable law, the directors and officers of JTR immediately prior to the Effective Time shall be the members of the board of directors and officers of the Surviving Entity.
8. Entire Agreement: Amendment. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, if any, of the parties. No provision of this Agreement may be amended or modified prior to the Effective Time unless such amendment or modification is in writing and executed by the parties hereto.
9. Miscellaneous.
(a) If, at any time from and after the Effective Time, the Surviving Entity shall consider or be advised that any further assignment or assurance in law is necessary or desirable to vest in the Surviving Entity the title to any property or rights of Ryerson, the officers of the Surviving Entity are hereby authorized, in the name of Ryerson, to execute and make all such proper assignments and assurances in law, and to do all other things necessary or proper to vest such property or rights in the Surviving Entity and otherwise carry out the purposes of this Agreement.
(b) The Surviving Entity shall assume and pay all expenses incurred in connection with the transactions contemplated by this Agreement not theretofore paid by the respective parties.
(c) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.
(d) This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement.
[Signature Page Follows]
2
IN WITNESS WHEREOF, the parties have executed this Agreement and caused the same to be duly delivered on their behalf on the day and year first written above.
| JOSEPH T. RYERSON & SON, INC., a Delaware corporation | ||
| By: | /s/ Kenneth Owens | |
| Name: | Kenneth Owens | |
| Title: | Assistant Treasurer | |
| RYERSON INC., a Delaware corporation | ||
| By: | /s/ Hans Weinburger | |
| Name: | Hans Weinburger | |
| Title: | Assistant Secretary | |
SIGNATURE PAGE TO AGREEMENT OF MERGER