As filed with the Securities and Exchange Commission on October 31, 2007
Registration No. 333-122316
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)
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Delaware |
| 36-3425828 |
(State or Other Jurisdiction of Incorporation or Organization) |
| (I.R.S. Employer Identification No.) |
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RYERSON PROCUREMENT CORPORATION | ||
(Exact Name of Registrant as Specified in its Charter) | ||
Delaware |
| 36-4380907 |
(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 January 26, 2005, Ryerson Inc., a Delaware corporation (the “Company”), and Ryerson Procurement Corporation, a Delaware corporation (“RPC”), filed a registration statement on Form S-3, Registration No. 333-122316 (the “Registration Statement”), with respect to the resale of $175,000,000 in aggregate principal amount of 3.50% Convertible Senior Notes Due 2024 of the Company, 11,872,455 shares of Common Stock of the Company issuable upon conversion of such debt securities and the guarantee by RPC related to such debt securities.
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.
The offering contemplated by the Registration Statement has terminated by virtue of the expiration of the Company’s and RPC’s contractual obligation to maintain the effectiveness of 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 and RPC are filing this Post-Effective Amendment to the Registration Statement to deregister all the securities, the sale of which was registered under the Registration Statement, that were not sold under the Registration Statement.
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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.
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RYERSON INC. | ||
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By: |
| /S/ Terence R. Rogers |
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| 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.
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Signature |
| Title |
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/S/ Robert Archambault
Robert Archambault |
| Chief Executive Officer (Principal Executive Officer) |
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/S/ Terence R. Rogers
Terence R. Rogers |
| Chief Financial Officer (Principal Financial Officer) |
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/S/ Lily L. May
Lily L. May |
| Vice President and Controller (Principal Accounting Officer) |
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Tom Gores |
| Director |
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Eva M. Kalawski |
| Director |
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Robert J. Wentworth |
| Director |
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Jacob Kotzubei |
| Director |
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**By: /S/ Terence R. Rogers |
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Name: Terence R. Rogers
Title: Attorney in fact |
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II-1
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.
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RYERSON PROCUREMENT CORPORATION | ||
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By: |
| /S/ Terence R. Rogers |
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| 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.
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Signature |
| Title |
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/S/ Leslie M. Norgren
Leslie M. Norgren |
| President and Chief Procurement Officer (Principal Executive Officer) |
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/S/ Terence R. Rogers
Terence R. Rogers |
| Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
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Eva M. Kalawski |
| Director |
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**By: /S/ Terence R. Rogers
Name: Terence R. Rogers |
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Title: Attorney in fact |
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II-2
EXHIBIT INDEX
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EXHIBIT |
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| DESCRIPTION |
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24.1 |
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| Powers of Attorney |
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