The Earle M. Jorgensen Co. announced further developments in connection with the proposed merger and financial restructuring of EMJ and its parent, Earle M. Jorgensen Holding Co. Inc.

EMJ announced that Holding and the United States Department of Labor had agreed to a modification of the consent order and release dated Jan. 27, 2003, that resolved a lawsuit filed by the Department of Labor in March 2002. The amended consent order provides for a change in the appraisal methodology used in connection with annual appraisals for EMJ Holding's stock bonus plan, reduces "floor price guaranty" set forth in the original consent order from $4.25 to $2.15 per share to reflect the changes in the appraisal methodology and the effect of the special contribution and allows EMJ Holding and EMJ to proceed with its proposed merger and financial restructuring. The amended consent order has been filed with district court in California and will be effective when entered by the court.

To offset the effects of the change of appraisal methodology required by the amended consent order, EMJ Holding committed to make a special contribution of additional shares of EMJ Holding common stock or its equivalent to its stock bonus plan, a supplemental stock bonus plan, and a cash bonus plan. The special contribution will consist of 2,496,703 shares of EMJ Holding common stock or its equivalent to the plans for current employees, and cash bonuses paid through the new cash bonus plan of $1,416,905 in the aggregate to participants who are no longer employed by EMJ. The stock contribution will be made over the next two years to comply with applicable Internal Revenue Code regulations.

EMJ also announced that it has reached an agreement with EMJ Holding and EMJ Holding's principal security holders providing for a restructuring of the combined companies' capital structure. The merger and financial restructuring is being effected pursuant to an Agreement and Plan of Merger and Reorganization, dated as of Dec. 17, 2004, among EMJ, EMJ Holding and EMJ Metals LLC, a newly formed wholly owned subsidiary of EMJ, and an Exchange Agreement, dated as of Dec. 17, 2004, among EMJ Holding, EMJ and Kelso Investment Associates IV, LP and certain of its affiliates. The merger and financial restructuring will result in the conversion of all outstanding debt and equity securities of EMJ Holding to common stock of EMJ and/or cash. Kelso is the holder of EMJ Holding's outstanding Series A Variable Rate Notes and also is EMJ Holding's controlling stockholder.

The merger and financial restructuring is contingent upon the simultaneous completion of an initial public offering of EMJ's common stock. EMJ filed a registration statement with the Securities and Exchange Commission, in connection with the proposed public offering, on Oct. 1, 2004. Proceeds of the public offering are expected to be used to pay the cash portion of the merger consideration for Holding's securities in the merger and the value of the shares of EMJ common stock issued in the merger will be established by the public offering price. The transaction will not affect EMJ's day-to-day operations, and EMJ's customers, suppliers and employees will continue to deal with EMJ. EMJ Holding filed an amendment to its registration statement on Form S-4 with the Securities and Exchange Commission today in connection with registration of EMJ common stock to be issued in the merger and financial restructuring and the solicitation of the approval of the transaction by EMJ Holding's stockholders. EMJ anticipates that a meeting of EMJ Holding's stockholders will be held to address the merger and financial restructuring in the first calendar quarter of 2005. There is no assurance that the proposed merger and financial restructuring will be approved by the requisite votes of EMJ Holding's stockholders or that the other conditions to completion of the transaction will be satisfied. Thus there can be no assurance that the merger will be consummated.

EMJ also announced that, on Dec. 16, 2004, its board of directors elected Joseph T. O'Donnell Jr. as a Director and as a member of the Audit Committee of the Board of Directors, effective Jan. 1, 2005. O'Donnell is a founding partner of Briscoe Capital Management LLC, an investment advisory firm that manages a portfolio of senior secured debt, and a director of Endo Pharmaceuticals Holdings Inc. and Metzler North America Corp. and president of Van Beuren Capital L.L.C., a private merchant banking and advisory firm. O'Donnell has extensive experience in the acquisition and leveraged finance business, including over 15 years when he was with various affiliates of Bankers Trust Corp.

Headquartered in Lynwood, EMJ is a leading distributor of metal bar and tubular products used by North American manufacturing companies. EMJ inventories more than 25,000 different metal products in large quantities from primary producers, including a broad mix of carbon steel, stainless steel and aluminum bar. EMJ distributes its broad range of metal products and provides its customers value-added metal processing and inventory management services from its distribution network of 36 strategically located service and processing centers in the United States and Canada.