Earle M. Jorgensen Co. (EMJ) announced that stockholders of its parent, Earle M. Jorgensen Holding Co., Inc., approved a merger and financial restructuring pursuant to which Earle M. Jorgensen Holding will be merged with and into a wholly-owned subsidiary of EMJ. As a result of the merger and financial restructuring, all outstanding Earle M. Jorgensen Holding notes will be exchanged for 12,997,891 shares of EMJ common stock and $127,100,000. Stockholders of Earle M. Jorgensen Holding will receive:

• One share of EMJ common stock for each share of Earle M. Jorgensen Holding common stock.
• $403.75 in cash and 41.29 shares of EMJ common stock for each share of Earle M. Jorgensen Holding series A preferred stock.
• $494.38 in cash and 50.56 shares of EMJ common stock for each share of Earle M. Jorgensen Holding series B preferred stock.

Issuance of the EMJ common stock pursuant to the merger and the financial restructuring was registered under the Securities Act of 1933, as amended, pursuant to EMJ's registration statement on Form S-4, as amended (File No. 333-111882), filed with the Securities and Exchange Commission and declared effective on March 15, 2005.

EMJ also announced that on April 14, 2005, it priced its initial public offering of 17,600,000 shares of EMJ common stock at $10.00 per share. All of the shares are being sold by EMJ. Underwriters have been granted a 30-day option to purchase up to an additional 2,640,000 shares from EMJ at the initial public offering price, solely to cover over-allotments, if any.

EMJ plans to use the net proceeds from the offering, which are expected to be approximately $164,120,000, will be used to pay the cash portion of the merger and the financial restructuring consideration to be received by the noteholder and stockholders of Earle M. Jorgensen Holding.

EMJ's public offering will close concurrently with the closing of the merger and financial restructuring, which is expected to occur on April 20, 2005.

The company cautions that this announcement shall not constitute an offer to sell or the solicitation of an offer to buy, and that there shall be no sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

Headquartered in Lynwood, Calif., 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 35 strategically located service and processing centers in the United States and Canada.