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California		5051		95-1142616
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

David R. Decker, Esq.		William S. Johnson		Mark A. Conley, Esq.
J. Brett Pritchard, Esq.		Vice President, Chief Financial		Katten Muchin Rosenman LLP
Lord, Bissell & Brook LLP		Officer and Secretary		2029 Century Park East, Suite 2600
300 S. Grand Avenue, Suite 800		Earle M. Jorgensen Company		Los Angeles, California 90067
Los Angeles, California 90071		10650 Alameda Street		(310) 788-4400
(213) 485-1500		Lynwood, California 90262 (323) 567-1122

Proposed Maximum

Proposed Maximum

Amount of

Title of Each Class of

Amount to be

Offering Price

Aggregate

Registration

Securities to be Registered

Registered

per Share

Offering Price

Fee

Common stock, no par value

6,248,423(1)

N/A

$391,408,685(2)

$41,885

(1)	The number of shares of the Registrant’s common stock to be registered pursuant to this Registration Statement represents (a) the maximum number of shares of the Registrant’s common stock issuable in connection with the merger based on 50,237,094 outstanding shares of common stock, par value $0.001 per share, of Earle M. Jorgensen Company, or EMJ, as of February 2, 2006 and assuming the maximum exchange ratio of 0.1207 of a share of the Registrant’s common stock for each share of EMJ common stock pursuant to the merger, (b) the maximum number of shares of the Registrant’s common stock issuable in the merger assuming that all outstanding options to purchase 808,000 shares of EMJ common stock are exercised prior to the merger and assuming a maximum exchange ratio of 0.1207 of Registrant’s common stock for each share of EMJ common stock and (c) the maximum number of shares of the Registrant’s common stock to be issued to the Earle M. Jorgensen Retirement Savings Plan pursuant to EMJ’s maximum obligation under such plan to contribute 723,109 shares of EMJ common stock and assuming a maximum exchange ratio of 0.1207 of Registrant’s common stock for each share of EMJ common stock.
(2)	Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(f)(1) of the Securities Act of 1933, as amended, or the Securities Act. The proposed maximum aggregate offering price is the market value of the approximate number of shares of EMJ common stock to be cancelled and exchanged in the merger (calculated as set forth in note (1) above) in respect of the stock portion of the merger consideration. Therefore, the proposed maximum aggregate offering price is equal to the sum of (a) (i) 51,045,094, the maximum number of shares of EMJ common stock to be cancelled in the merger assuming the exercise of all outstanding options to purchase EMJ common stock prior to the merger multiplied by (ii) $7.47 (which is the difference between (A) the market value per share of EMJ common stock, based on the average of the high and low trading prices of EMJ common stock as reported on the New York Stock Exchange on February 2, 2006, which was $13.97, or the EMJ average stock price, and (B) the $6.50 in cash to be paid by the Registrant for each outstanding share of EMJ common stock cancelled pursuant to the merger agreement), and (b) (i) 723,109, the maximum number of shares of EMJ common stock to be issued to the Earle M. Jorgensen Retirement Savings Plan pursuant to EMJ’s obligation under such plan to contribute shares of EMJ common stock, multiplied by (ii) the EMJ average stock price.

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The information in this proxy statement/ prospectus is not complete and may be changed. Reliance Steel & Aluminum Co. may not distribute and issue the shares of Reliance common stock being registered pursuant to this registration statement until the registration statement filed with the Securities and Exchange Commission is declared effective. This proxy statement/ prospectus is not an offer to sell these securities and Reliance is not soliciting an offer to buy these securities in any jurisdiction where such offer or sales is not permitted.

David M. Roderick Chairman of the Board Earle M. Jorgensen Company		Maurice S. Nelson, Jr. Chief Executive Officer Earle M. Jorgensen Company

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	(1) allow you to consider and vote on a proposal to adopt and approve an Agreement and Plan of Merger, or merger agreement, dated as of January 17, 2006, by and among EMJ, Reliance Steel & Aluminum Co., or Reliance, and RSAC Acquisition Corp., a newly-formed wholly-owned subsidiary of Reliance, or RSAC, pursuant to which EMJ will merge with and into RSAC, with RSAC as the surviving corporation; and
	(2) transact any other business that may properly come before the special meeting or any adjournment or postponement of the special meeting.

	•	by completing, signing, dating and returning the enclosed proxy card(s) in the envelope provided,
	•	by telephone, or
	•	over the Internet.

	By order of the Board of Directors
	William S. Johnson
	VICE PRESIDENT, CHIEF FINANCIAL OFFICER
	AND SECRETARY

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Reliance Steel & Aluminum Co.		Earle M. Jorgensen Company
350 South Grand Avenue, Suite 5100		10650 Alameda Street
Los Angeles, California 90071		Lynwood, California 90262
Attention: Investor Relations		Attention: Investor Relations
Telephone: (213) 687-7700		Telephone: (323) 567-1122
Website: www.rsac.com		Website: www.emjmetals.com

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			Page
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING				1
About the Merger				1
About the Special Meeting				2
How to get More Information				4
SUMMARY OF THE PROXY STATEMENT/ PROSPECTUS				5
The Companies				5
Structure of the Merger				6
What You Will Receive				6
Recommendation of EMJ’s Board of Directors				8
EMJ’s Reasons for the Merger				8
Fairness Opinions				9
The EMJ Special Meeting				10
Transaction-Related Costs and Financing Arrangements				11
Conditions to the Completion of the Merger				11
Termination of the Merger Agreement				12
Termination Fee to be Paid by EMJ				12
EMJ Prohibited From Soliciting Other Offers				13
Restrictions on Sale of Shares by Affiliates of EMJ and Reliance				13
Regulatory Matters Relating to the Merger				13
Material U.S. Federal Income Tax Consequences				13
Accounting Treatment of the Merger				14
Appraisal Rights for EMJ Stockholders				14
Comparative Market Prices and Dividends				14
Surrender of EMJ Stock Certificates				14
SELECTED CONSOLIDATED HISTORICAL FINANCIAL AND OTHER DATA OF RELIANCE				15
SELECTED CONSOLIDATED HISTORICAL FINANCIAL AND OTHER DATA OF EMJ				17
SELECTED UNAUDITED PRO FORMA COMBINED FINANCIAL DATA				22
COMPARATIVE UNAUDITED PER SHARE DATA				23
COMPARATIVE MARKET PRICES AND DIVIDENDS				25
	Comparative Market Prices			25
	EMJ Equivalent Per Share Price			26
	Dividends			26
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS				28
RISK FACTORS				30
	Risks Relating to the Merger			30
	Risks Relating to Reliance After the Merger			33
THE EMJ SPECIAL MEETING				41
	Date, Time and Place of the Special Meeting			41
	Purpose of the Special Meeting			41
	Board Recommendation			41
	Who May Vote			41
	Outstanding Shares and Quorum			41

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			Page
	How Proxies Work			42
	Returning a Signed Proxy without Voting Instructions			42
	How EMJ Solicits Proxies			42
	How to Vote Your Shares			42
	Voting Shares in the Earle M. Jorgensen Retirement Savings Plan			43
	Revoking a Proxy			43
	Confidential Voting			44
	Effects of Abstentions and Broker Non-Votes			44
	Vote Required			44
	Adjournments and Postponements			44
	Householding			45
	Stockholders should NOT send stock certificates with their proxy cards			45
THE MERGER				46
	General			46
	Background of the Merger			46
	EMJ’s Reasons for the Merger			50
	Recommendation of EMJ’s Board of Directors			52
	Opinion of Credit Suisse Securities (USA) LLC to EMJ’s Board of Directors			52
	Opinion of Duff & Phelps Securities, LLC to EMJ’s Board of Directors			57
	Reliance’s Reasons for the Merger			67
	Management and Operations Following the Merger			68
	Interests of EMJ’s Directors and Executive Officers in the Merger			68
	Transaction-Related Costs and Financing Arrangements			72
	EMJ’s Financing Arrangements			72
	Regulatory Matters			72
	Accounting Treatment			73
	Restrictions on Sale of Shares by Affiliates of EMJ and Reliance			73
	Stock Market Listing			74
THE MERGER AGREEMENT				75
	Structure of the Merger			75
	Merger Consideration			75
	Treatment of EMJ Stock Options and Other Equity-Based Awards			76
	Closing and Effective Time of the Merger			77
	Surrender of EMJ Stock Certificates			77
	Dividends			77
	Representations and Warranties			77
	Operations Before Completion of the Merger			78
	No Solicitation			80
	Termination of the Merger Agreement			82
	Additional Covenants			83

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			Page
	Conditions to Closing			85
	Amendments, Extensions and Waivers			86
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES				87
	General			87
	Exchange of EMJ Common Stock for Reliance Common Stock and Cash			88
	Cash in Lieu of Fractional Shares			89
	Backup Withholding and Information Reporting			89
THE VOTING AGREEMENT				90
INFORMATION ABOUT RELIANCE				91
	General			91
	Management and Additional Information			91
INFORMATION ABOUT EMJ				92
	General			92
	Management and Additional Information			92
RELIANCE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION				93
RELIANCE STEEL & ALUMINUM CO. UNAUDITED PRO FORMA COMBINED BALANCE SHEET				94
RELIANCE STEEL & ALUMINUM CO. NOTES TO UNAUDITED PRO FORMA COMBINED BALANCE SHEET				95
RELIANCE STEEL & ALUMINUM CO. UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME				96
RELIANCE STEEL & ALUMINUM CO. UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME				97
RELIANCE STEEL & ALUMINUM CO. NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENTS OF INCOME				98
	Description of Reliance Capital Stock			100
COMPARISON OF STOCKHOLDERS’ RIGHTS				101
	Authorized Capital Stock			101
	Number of Directors			101
	Classification of Board of Directors			102
	Cumulative Voting			102
	Removal of Directors			102
	Filing of Vacancies on the Board of Directors			103
	Special Meetings of the Board			103
	Special Meetings of the Shareholders			103
	Stockholder Proposals and Nominations			104
	Advance Notice Provisions for Meetings of Shareholders			105
	Action by Written Consent of the Shareholders			105
	Proxies			105
	Charter Amendment			105
	Amendment of Bylaws			106
	Dividends and Repurchases of Shares			106
	Appraisal and Dissenters’ Rights			107
	Liability and Indemnity			108
	Indemnity Insurance			108

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			Page
	Preemptive Rights			109
	Certain Business Combination Restrictions			109
	Vote on Extraordinary Corporate Transactions			110
	Fiduciary Duties of Directors			111
	Interested Party Transactions			111
	Shareholder Suits			112
	Inspection of Books and Records			112
	Stockholder Rights Plan			112
APPRAISAL RIGHTS FOR EMJ STOCKHOLDERS				113
EXPERTS				115
LEGAL MATTERS				115
OTHER MATTERS				115
EMJ 2006 ANNUAL MEETING STOCKHOLDER PROPOSALS				115
WHERE YOU CAN FIND MORE INFORMATION				115
LIST OF ANNEXES
Annex A — Agreement and Plan of Merger, dated as of January 17, 2006, by and among Earle M. Jorgensen Company, Reliance Steel & Aluminum Co. and RSAC Acquisition Corp.				A-1
Annex B — Voting Agreement, dated as of January 17, 2006, by and among Reliance Steel & Aluminum Co. and each of the stockholders of Earle M. Jorgensen Company whose names appear on the signature pages of the Voting Agreement				B-1
Annex C — Opinion of Credit Suisse Securities (USA) LLC				C-1
Annex D — Opinion of Duff & Phelps Securities, LLC				D-1
Annex E — Section 262 of the Delaware General Corporation Law				E-1
Exhibit 5.1
Exhibit 8.1
Exhibit 8.2
Exhibit 21.1
Exhibit 23.1
Exhibit 23.2
Exhibit 99.1
Exhibit 99.2
Exhibit 99.3

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Q:		What is the purpose of the special meeting?
A:		Reliance Steel & Aluminum Co., or Reliance, is proposing to acquire EMJ. You are being asked to vote to adopt and approve the Agreement and Plan of Merger, or the merger agreement, dated as of January 17, 2006, by and among EMJ, Reliance and RSAC Acquisition Corp, or RSAC, through which EMJ will become a wholly-owned subsidiary of Reliance. Upon completion of the merger, EMJ common stock will no longer be publicly traded, and you will receive consideration, consisting of cash and a fraction of a share of Reliance common stock, for each share of EMJ common stock you hold. As part of the merger, RSAC will change its name to Earle M. Jorgensen Company. For more information concerning the merger consideration, please see the section entitled “Summary of the Proxy Statement/ Prospectus — What You Will Receive” beginning on page 6 of this proxy statement/ prospectus.
Q:		What is this document?
A:		EMJ’s board of directors is using this document as a proxy statement to solicit proxies from the holders of EMJ common stock for use at the special meeting. In addition, Reliance is sending this document to EMJ stockholders as a prospectus in connection with the issuance of registered shares of Reliance common stock in exchange for shares of EMJ common stock in the merger.
Q:		Does EMJ’s board of directors recommend that EMJ stockholders vote “FOR” the merger agreement?
A:		Yes. EMJ’s board of directors unanimously recommends that EMJ stockholders vote “FOR” the adoption and approval of the merger agreement. To review the board’s reasons for recommending the merger agreement, please see the section entitled “The Merger — EMJ’s Reasons for the Merger” and “The Merger — Recommendation of EMJ’s Board of Directors” beginning on page 52 of this proxy statement/ prospectus.
Q:		When do you expect to complete the merger?
A:		We expect to complete the merger as soon as possible after EMJ stockholders adopt and approve the merger agreement at the special meeting and after the satisfaction or waiver of all other conditions to the merger, which are described in this proxy statement/prospectus. We cannot predict when, or if, these conditions will be satisfied or waived, although we believe the merger can be completed in the second quarter of 2006.

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Q:		When and where is the EMJ special meeting?
A:		The EMJ special meeting will take place on                    , 2006, at      :     a.m., local time, and will be held at                     .
Q:		Who is entitled to vote at the special meeting?
A:		Holders of record of EMJ common stock at the close of business on                    , 2006, which is the date EMJ’s board of directors has fixed as the record date for the special meeting, are entitled to vote at the special meeting.
Q:		What is the required vote to adopt and approve the merger agreement?
A:		For the merger to occur, the merger agreement must be adopted and approved by the holders of a majority of the outstanding shares of EMJ common stock. As a condition to the signing of the merger agreement, Reliance required certain EMJ stockholders that hold approximately 50.1% of the outstanding EMJ common stock to enter into a voting agreement to vote all of their shares in favor of the adoption and approval of the merger agreement. Therefore, unless the voting agreement is terminated prior to the special meeting in accordance with its terms, you should expect that the merger agreement will be approved at the special meeting regardless of the votes of any other EMJ stockholders. For additional information regarding the voting agreement, including the termination provisions, please see the summary of the voting agreement under “The Voting Agreement” beginning on page 90.

Q:		How do I vote shares I own directly?
A:		You can vote in person at the special meeting or you can vote by telephone, on the Internet or by mail as described below. Votes by telephone or the Internet must be received by 11:59 p.m., Eastern Time,                     , 2006. We recommend that you vote by proxy, even if you plan to attend the special meeting. If you abstain from voting or do not vote your shares, it will have the same effect as voting against the adoption and approval of the merger agreement.
		If your shares are held in your name, you can vote by proxy as follows:
		• By telephone: Use the toll-free number listed on the proxy card. Easy-to-follow voice prompts allow you to vote your shares.
		• By Internet: The Website for Internet voting is listed on the proxy card.
		• By mail: Complete, sign, date and return your proxy card in the enclosed pre-addressed, postage-paid envelope.
		The telephone and Internet voting procedures use a control number that appears on your proxy card to authenticate you as a stockholder of record and to allow you to confirm that your voting instructions have been correctly recorded. If you vote by telephone or Internet, you do not need to return the proxy card.
Q:		How do I vote shares I hold through a nominee?
A:		If you hold shares through someone else, such as a stockbroker, bank or other nominee, you will receive material from that firm asking how you want to vote. You can complete the firm’s voting form and return it to the firm. If the firm offers telephone or Internet voting, the voting form will contain instructions on how to access those voting methods. If you do not provide your broker, bank or nominee with instructions on how to vote your shares, your broker, bank or other nominee will not be permitted to vote your shares on the merger agreement, which will have the same effect as voting against the adoption and approval of the merger agreement. Therefore, you should be sure to provide your broker, bank or other nominee with instructions on how to vote your shares.

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		If you intend to vote your nominee shares in person at the special meeting, you must bring to the special meeting an account statement or letter from the nominee indicating that you beneficially owned the shares on                     , the record date for voting.
Q:		How do I vote shares I hold in the Earle M. Jorgensen Retirement Savings Plan?
A:		If you hold EMJ common stock in the Earle M. Jorgensen Retirement Savings Plan, the trustee will vote those shares as you direct through your voting instructions via telephone, Internet or the enclosed proxy voting instruction card to T. Rowe Price Trust Company, as trustee. Your proxy voting instruction card (or any revocation of your prior proxy voting instruction card) must be received by the trustee by 5:00 p.m., Eastern Time, on                    , 2006. If the trustee does not receive timely voting instructions from you, the trustee will vote all shares in the retirement savings plan for which it did not receive voting directions in the same proportion as the votes of the retirement savings plan shares for which it received timely voting directions from other participants in the retirement savings plan.
Q:		May I change my vote after I submitted my proxy?
A:		Yes. If you are the stockholder of record, you may change your vote in one of the following ways before your proxy is voted at the special meeting:
		• submit to the secretary of EMJ a revocation letter with a later date than your proxy card;
		• deliver, no later than 11:59 p.m., Eastern Time, on                     , 2006, a second completed and signed proxy card dated later than the first signed proxy card;
		• vote at a later time, but no later than 11:59 p.m., Eastern Time, on                     , 2006, by telephone or the Internet; or
		• attend the special meeting and vote in person.
		If you hold your shares through a broker, bank or other nominee, you may later revoke your proxy instructions by informing such firm in accordance with the firm’s procedures.
		If you hold your shares through the retirement savings plan, you must:
		• deliver, no later than 5:00 p.m., Eastern Time, on                     , 2006, a second completed and signed proxy voting instruction card dated later than the first signed proxy voting instruction card; or
		• vote at a later time, but no later than 5:00 p.m., Eastern Time, on                     , 2006, by telephone or the Internet.
Q:		Do I need to attend the special meeting in person?
A:		No. It is not necessary for you to attend the special meeting to vote your shares if EMJ has previously received your proxy, although you are welcome to attend.
Q:		Should I send in my EMJ stock certificates with my proxy card?
A:		No. Please do not send your EMJ stock certificates with your proxy card. After the merger is completed, Computershare Investor Services, acting as our exchange/paying agent, will send you instructions (including a letter of transmittal) explaining how to exchange your shares of EMJ common stock for the appropriate number of shares of Reliance common stock and cash.
Q:		What if I receive more than one proxy card or proxy voting instruction card for the special meeting?
A:		This may mean that your shares of EMJ common stock are held in different ways or in more than one account. Please complete, sign, date and return by one of the methods described herein all proxy cards or proxy voting instruction cards you receive to ensure that all of your shares of EMJ common stock are voted at the special meeting.

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Q:		Where can I find more information about EMJ and Reliance?
A:		Much of the business and financial information about Reliance and EMJ that may be important to you is not included in this proxy statement/ prospectus. Instead, this information is incorporated by reference to documents separately filed with the Securities and Exchange Commission, or the SEC, by Reliance and EMJ. This means that Reliance and EMJ may satisfy its disclosure obligations to you by referring you to documents separately filed with the SEC by them. See “Where You Can Find More Information” beginning on page 117, for a list of documents that Reliance and EMJ have incorporated by reference into this proxy statement/ prospectus and for instructions on how to obtain copies of these documents. The documents are available to you without charge.
Q:		Whom do I call if I have questions about the merger or the special meeting?
A:		If you have any questions about the merger or the special meeting or if you need additional copies of this proxy statement/ prospectus or the enclosed proxy card, you should contact EMJ’s Secretary, William S. Johnson, at (323) 567-1122.

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			Year Ended December 31,																				Nine Months Ended
			2004				2003				2002				2001				2000				9/30/05				9/30/04
			(In thousands, except per share data)
Income Statement Data:(1)
Net sales			$	2,943,034			$	1,882,933			$	1,745,005			$	1,656,974			$	1,726,665			$	2,498,373			$	2,200,215
Cost of sales				2,110,848				1,372,310				1,268,251				1,194,512				1,256,997				1,831,474				1,569,396
Gross profit				832,186				510,623				476,754				462,462				469,668				666,899				630,819
Operating expenses(2)				525,306				430,493				406,479				371,006				339,319				407,039				391,009
Operating profit				306,880				80,130				70,275				91,456				130,349				259,860				239,810
Other income (expense):
	Interest expense			(28,690	)			(26,745	)			(22,605	)			(26,738	)			(26,068	)			(19,290	)			(21,816	)
	Other income, net			4,168				2,837				3,266				3,796				3,410				2,709				2,376
	Amortization expense(3)			(3,208	)			(2,304	)			(1,355	)			(8,641	)			(7,411	)			(3,380	)			(2,413	)
Equity earnings of 50%-owned company				—				—				263				286				2,307				—				—
Minority interest				(9,182	)			938				(124	)			—				—				(6,271	)			(8,898	)
Income before income taxes				269,968				54,856				49,720				60,159				102,587				233,628				209,059
Provision for income taxes				(100,240	)			(20,846	)			(19,553	)			(23,823	)			(40,268	)			(88,779	)			(82,283	)
Net income			$	169,728			$	34,010			$	30,167			$	36,336			$	62,319			$	144,849			$	126,776
Earnings per Share:
Income from continuing operations — diluted			$	5.19			$	1.07			$	0.95			$	1.28			$	2.28			$	4.38			$	3.88
Income from continuing operations — basic			$	5.23			$	1.07			$	0.95			$	1.28			$	2.29			$	4.40			$	3.91
Weighted average common shares outstanding — diluted				32,675				31,866				31,799				28,470				27,289				33,063				32,641
Weighted average common shares outstanding — basic				32,480				31,853				31,687				28,336				27,215				32,889				32,429

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		Year Ended December 31,																				Nine Months Ended
		2004				2003				2002				2001				2000				9/30/05				9/30/04
		(In thousands, except per share data)
Other Data:
EBITDA(4)		$	343,285			$	118,471			$	100,871			$	119,234			$	156,747			$	287,724			$	264,021
Cash flow from operations			121,768				107,820				90,638				104,038				25,803				165,168				31,170
Capital expenditures			35,982				20,909				18,658				24,539				30,379				34,314				27,695
Cash dividends per share			0.26				0.24				0.24				0.24				0.22				0.28				0.19

		As of December 31,																				As of September 30,
		2004				2003				2002				2001				2000				2005				2004
		(In thousands)
Balance Sheet Data:
Working capital		$	444,449			$	341,762			$	390,201			$	379,669			$	347,659			$	510,454			$	478,849
Total assets			1,563,331				1,369,424				1,139,758				1,082,502				997,243				1,728,216				1,604,600
Long-term debt			380,850				469,250				344,080				331,975				421,825				370,817				478,850
Shareholders’ equity			822,552				647,619				610,435				583,561				403,039				967,501				777,882

(1)	Does not include financial results of American Steel, L.L.C. for the years ended December 31, 2000 and 2001 and the period January 1, 2002 to April 30, 2002 because Reliance accounted for its 50% investment by the equity method, and therefore Reliance excluded 50% of American Steel’s earnings from its net income and earnings per share amounts. Effective May 1, 2002, Reliance began consolidating American Steel’s financial results due to an amendment to American Steel’s operating agreement, which gave Reliance 50.5% of the ownership units and eliminated all super- majority and unanimous voting rights, among other changes.
(2)	Operating expenses include warehouse, delivery, selling, general and administrative expenses and depreciation expense.
(3)	Amortization expense included the amortization expense related to goodwill in the years ended December 31, 2000 and 2001.
(4)	EBITDA is defined as the sum of income before interest expense, income taxes, depreciation expense and amortization of intangibles (including goodwill). We believe that EBITDA is commonly used as a measure of performance for companies in our industry and is frequently used by analysts, investors, lenders and other interested parties to evaluate a company’s financial performance and its ability to incur and service debt while providing useful information. EBITDA should not be considered in isolation or as a substitute for consolidated statements of income and cash flows data prepared in accordance with accounting principles generally accepted in the United States and should not be construed as an indication of a company’s operating performance or as a measure of liquidity. EBITDA as measured in this proxy statement/ prospectus is not necessarily comparable with similarly titled measures for other companies.

		Year Ended December 31,																				Nine Months Ended
		2004				2003				2002				2001				2000				9/30/05				9/30/04
		(In thousands)
Income before income taxes		$	269,968			$	54,856			$	49,720			$	60,159			$	102,587			$	233,628			$	209,059
Interest expense			28,690				26,745				22,605				26,738				26,068				19,290				21,816
Depreciation and amortization expense			44,627				36,870				28,546				32,337				28,092				34,806				33,146
EBITDA		$	343,285			$	118,471			$	100,871			$	119,234			$	156,747			$	287,724			$	264,021

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			Year Ended March 31,																				Six Months Ended
			2005				2004				2003				2002				2001				9/28/05				9/29/04
			(In thousands, except per share data)
Statement of Operations Data:
Revenues			$	1,608,890			$	1,040,367			$	919,927			$	895,058			$	1,059,681			$	856,888			$	750,907
Costs of goods sold				1,184,871				754,266				658,562				641,991				767,263				637,356				534,803
Gross profit				424,019				286,101				261,365				253,067				292,418				219,532				216,104
Expenses(1)				289,318				216,609				210,250				204,684				228,498				130,967				128,745
Income from operations				134,701				69,492				51,115				48,383				63,920				88,565				87,359
Net interest expense(2)				75,760				89,927				82,486				72,433				69,951				27,488				47,874
Income tax expense (benefit) (3)				(38,562	)			3,127				1,500				455				1,223				19,617				5,930
Net income(loss)			$	97,503			$	(23,562	)		$	(32,871	)		$	(24,505	)		$	(7,254	)		$	41,460			$	33,555
Net income(loss) available to common stockholders(3)(4)			$	91,993			$	(34,190	)		$	(42,601	)		$	(34,402	)		$	(15,438	)		$	41,460			$	28,045
Net income (loss) available to common stockholders per share (3)(5)
	Basic		$	7.64			$	(2.96	)		$	(3.60	)		$	(2.78	)		$	(1.23	)		$	0.86			$	2.46
	Diluted		$	5.73			$	(2.96	)		$	(3.60	)		$	(2.78	)		$	(1.23	)		$	0.83			$	1.81
Weighted average shares outstanding(5)
	Basic			12,039				11,555				11,820				12,365				12,548				47,990				11,404
	Diluted			16,042				11,555				11,820				12,365				12,548				49,770				15,466

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			Year Ended March 31,																				Six Months Ended
			2005				2004				2003				2002				2001				9/28/05				9/29/04
			(In thousands, except per share and tonnage data)
Pro forma information (unaudited):
Pro forma net income available to common stockholders(6)			$	81,896
Pro forma net income available to common stockholders per share(7)
	Basic		$	1.66
	Diluted		$	1.62
Pro forma weighted average shares outstanding
	Basic			49,359
	Diluted			50,428
Cash Flow Data:
Capital expenditures			$	22,975			$	10,530			$	15,335			$	24,531			$	14,475			$	11,594			$	14,668
Purchase of stock, net				13,158				5,781				10,587				14,963				5,514				—				124
Other Data (unaudited):
EBITDA(8)			$	146,422			$	80,776			$	62,484			$	59,832			$	74,955			$	93,907			$	93,096
COLI effect(9)				(861	)			(561	)			(1,752	)			(1,738	)			(2,374	)			(1,796	)			(2,303	)
Revenues per employee(10)				962				639				539				496				517				498				455
EBITDA per employee(8)(10)				88				50				37				33				37				55				56
Average number of employees				1,672				1,628				1,706				1,805				2,051				1,720				1,650
Tons shipped				769,879				662,213				603,310				581,243				679,610				391,163				386,533

		March 31,																				September 28,				September 29,
		2005				2004				2003				2002				2001				2005				2005
		(In thousands)
Balance Sheet Data:
Cash and cash equivalents		$	19,994			$	15,646			$	45,413			$	21,372			$	23,779			$	8,668			$	11,592
Total working capital			185,759				129,252				165,897				146,800				149,501				252,742				203,257
Total assets			658,841				537,191				516,580				444,506				484,625				667,827				661,886
Total debt(11)			516,889				535,111				543,077				471,376				420,064				298,738				595,307
Total stockholders’ equity (deficit)			(186,173	)			(273,295	)			(245,171	)			(202,690	)			(160,197	)			125,303				(239,379	)

(1)	Expenses include restructuring charges aggregating $3,320 and $1,861 for the fiscal years ended March 31, 2001 and 2002 in connection with workforce reductions and consolidations and losses from the sale of significant assets in those fiscal years and a special compensation charge of $2,000 in connection with a payment to EMJ’s chief executive officer in fiscal 2001.
(2)	Net interest expense includes amortization and write-off of debt issue costs aggregating $1,482, $1,792, $1,416, $1,323, $1,756, $661 and $659 for the fiscal years ended March 31, 2001, 2002, 2003, 2004 and 2005 and the six months ended September 29, 2004 and September 28, 2005, respectively, net of interest income of $1,179, $164, $394, $159, $40, $14 and $94 for the fiscal years ended March 31, 2001, 2002, 2003, 2004 and 2005 and the six months ended September 29, 2004 and September 28, 2005, respectively.

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(3)	Income taxes for fiscal years 2001, 2002, 2003 and 2004 primarily represent certain foreign and state taxes on income due to the fact that a valuation allowance was established against deferred tax assets. For fiscal year 2005 EMJ recognized a tax benefit for the reduction of its valuation allowance for deferred tax assets of $56,303. Income taxes for the first six months of fiscal 2006 represent the federal, state and Canadian income taxes.
(4)	The adjustments to net income (loss) are approximately $(8,184), $(9,897), $(9,730), $(10,628), $(5,510), $(5,510) and $0 for fiscal years 2001, 2002, 2003, 2004 and 2005 and the six months ended September 29, 2004 and September 28, 2005, respectively. The adjustments consist of dividends accrued for the Earle M. Jorgensen Holding Company, Inc., or Holding, series A preferred stock and dividends declared and paid-in-kind for the Holding series B preferred stock.
(5)	The basic and diluted per share information is computed based on the weighted average number of shares of common stock outstanding for each reported period. The computation of diluted per share information includes the dilutive effect of common stock equivalents for outstanding options and warrants exercisable for shares of common stock using the treasury stock method. Upon completion of the merger and financial restructuring in April 2005 all shares of Holding common stock were converted to shares of EMJ common stock. The inclusion of common stock equivalents for all periods presented prior to the year ended March 31, 2005 was antidilutive.
(6)	The adjustments to pro forma net income available to common stockholders include $(21,442) relating to the interest on the Holding notes, $37,049 income tax benefit related to Holding and $(5,510) dividends declared and paid-in-kind for the Holding series B preferred stock.

	Reconciliation of historical net income available to common stockholders of EMJ to reported income (loss) available to common stockholders after giving effect to the merger and financial restructuring on April 20, 2005 is as follows:

			Year Ended
			March 31, 2005
			(in thousands)
Historical net income of EMJ			$	81,896
Adjustments for the effect of the merger and financial restructuring:
	Interest on subordinated debt, net			(21,442	)
	Preferred dividends			(5,510	)
	Tax benefit			37,049
Reported net income (loss) available to common stockholders after giving effect to the merger and financial restructuring			$	91,993

(7)

The adjustments to pro forma basic per share information reflects per share information as discussed in note 5, above, and shares of EMJ common stock issued upon completion of the merger and financial restructuring and initial public offering as follows: 12,997,890 shares for the Holding notes; 2,377,358 shares for the Holding series A preferred stock; 1,409,751 shares for the Holding series B preferred stock; 2,934,977 shares for the Holding warrants; 12,038,898 weighted average shares for the Holding common stock converted one to one in the merger and financial restructuring to EMJ common stock; and 17,600,000 shares issued in the initial public offering. The computation of pro forma diluted per share information includes the dilutive effect of common stock equivalents for outstanding options exercisable for shares of common stock.

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	Change in shares from giving effect to the merger and financial restructuring and the initial public offering:

			Year Ended
			March 31, 2005
			(In thousands,
			except per
			share data)
Holding common shares converted to EMJ common shares one-to-one				11,197
Exchange consideration for debt and equity securities				19,720
Initial public offering shares issued				17,600
Total shares outstanding at end of period if merger and financial restructuring and initial public offering happened during the period				48,517
Pro forma earnings per share based on historical net income of EMJ
	Basic		$	1.66
	Diluted		$	1.62
Pro forma weighted outstanding shares
	Basic			49,359
	Diluted			50,428

(8)

“EBITDA” represents net income before net interest expense, provision for income taxes and depreciation and amortization. Consistent with Item 10(e) of Regulation S-K promulgated under the Securities Act of 1933, as amended, or the Securities Act, EMJ’s EBITDA has not been adjusted to exclude any other non-cash charges or liabilities, such as LIFO (last-in-first-out) adjustments of $887, $590, $(3,354), $14,343, $74,164, $24,405 and $7,772 and postretirement benefits aggregating $11, $249, $498, $619, $822, $401 and $424 for the fiscal years ended March 31, 2001, 2002, 2003, 2004 and 2005 and the six months ended September 29, 2004 and September 28, 2005, respectively. In addition, EMJ’s EBITDA has not been adjusted for the following items: provisions for workforce reductions and consolidations and losses from the sale of significant assets aggregating $3,320 and $1,861 for the fiscal years ended March 31, 2001 and 2002, respectively; special compensation of $2,000 payable to EMJ’s chief executive officer in fiscal 2001; excise tax of $1,919 related to an IRS settlement in fiscal 2002; and a loss of $12,278 related to early retirement of debt in fiscal 2003. EMJ believes EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties in the evaluation of company performance in the industry. EMJ’s management believes that EBITDA is useful in evaluating EMJ’s operating performance between periods and compared to that of EMJ’s competitors because the calculation of EBITDA generally eliminates the effects of financing and income taxes and the accounting effects of capital spending and acquisitions, which items may vary between periods and for different companies for reasons unrelated to overall operating performance. As a result, EMJ’s management uses EBITDA as a significant component when measuring EMJ’s performance in connection with determining incentive compensation. EBITDA is not a recognized measure of operating income, financial performance or liquidity under U.S. generally accepted accounting principles. The items excluded from EBITDA are significant components in understanding and assessing financial performance. Therefore, while providing useful information, EMJ’s EBITDA should not be considered in isolation or as a substitute for consolidated statement of operations and cash flow data prepared in accordance with U.S. generally accepted accounting principles and should not be construed as an indication of a company’s operating performance or as a measure of liquidity. In addition, it should be noted that companies calculate EBITDA differently and, therefore, EBITDA as presented for EMJ may not be comparable to EBITDA reported by other companies. A reconciliation of net income to EBITDA for each of the respective periods indicated is as follows:

			Year Ended March 31,																				Six Months Ended
			2005				2004				2003				2002				2001				9/28/05				9/29/04
			(In thousands)
Reconciliation of EBITDA:
Net income			$	97,503			$	(23,562	)		$	(32,871	)		$	(24,505	)		$	(7,254	)		$	41,460			$	33,555
Depreciation and amortization				11,721				11,284				11,369				11,449				11,035				5,342				5,737
Net interest expense				75,760				89,927				82,486				72,433				69,951				27,488				47,874
Provision for income taxes				(38,562	)			3,127				1,500				455				1,223				19,617				5,930
	EBITDA		$	146,422			$	80,776			$	62,484			$	59,832			$	74,955			$	93,907			$	93,096

(9)	EMJ is the owner and beneficiary of life insurance policies, or the COLI policies, on (1) all former non-union employees of a predecessor company, including certain current employees of EMJ, and (2) key man life

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insurance policies on certain current and former executives of EMJ. The effect of these company owned life insurance policies on EMJ’s pre-tax income consists of premium expense, policy dividend growth, and proceeds (death benefits) (which are reported as general and administrative expense) and policy interest expense on policy borrowings (which is reported as a component of interest expense). Under current U.S. federal tax law, the policy dividend growth is not currently taxable, the premium is non-deductible, the proceeds (death benefits) are tax exempt and the interest is deductible up to 96% of the contract rate.

			Year Ended March 31,																				Six Months Ended
			2005				2004				2003				2002				2001				9/28/05				9/29/04
			(In thousands)
Calculation of COLI effect:
Cash surrender value-policy dividend growth			$	22,200			$	17,751			$	17,156			$	13,521			$	13,010			$	9,231			$	9,940
Cash surrender value-insurance premiums				(3,661	)			(3,081	)			(2,866	)			(2,325	)			(2,217	)			(2,061	)			(1,808	)
Proceeds (death benefits)				2,967				4,851				1,754				3,062				1,230				3,057				318
Total operating income impact of COLI				21,506				19,521				16,044				14,258				12,023				10,227				8,450
Cash surrender value-interest				(22,367	)			(20,082	)			(17,796	)			(15,996	)			(14,397	)			(12,023	)			(10,753	)
	Total pre-tax income impact of COLI		$	(861	)		$	(561	)		$	(1,752	)		$	(1,738	)		$	(2,374	)		$	(1,796	)		$	(2,303	)

(10)	Calculated based on the average number of employees during the applicable period.
(11)	Long-term debt includes $149,880, $178,481, $212,540, $225,373, $245,882, $245,882 and $0 for fiscal 2001, 2002, 2003, 2004 and 2005 and the six months ended September 29, 2004 and September 28, 2005, respectively, related to the Variable Rate Senior Notes paid in cash and shares of EMJ common stock upon completion of EMJ’s initial public offering on April 20, 2005.

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						Twelve Months
		Nine Months Ended				Ended
		September 30,				December 31,
		2005				2004
		(In millions, except per share amounts)
Net sales		$	3,811.6			$	4,417.7
Income before income taxes			287.1				316.1
Net income from continuing operations(1)			178.0				187.5
Earnings per common share from continuing operations — diluted		$	4.72			$	5.02
Earnings per common share from continuing operations — basic		$	4.74			$	5.05

(1)	The twelve months ended December 31, 2004 amount is net of $8.5 million of preferred dividends.

		September 30,
		2005
		(In millions)
Total assets		$	3,148.9
Long-term debt and capital lease obligations (less current portions)			1,079.3

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							As of and for the
			As of and for the				Twelve Months
			Nine Months Ended,				Ended,
			September 30, 2005				December 31, 2004
Reliance historical per common share data:
	Earnings per common share from continuing operations — diluted		$	4.38			$	5.19
	Earnings per common share from continuing operations — basic			4.40				5.23
	Cash dividends per common share			.28				.26
	Book value per common share at end of period(1)			29.33				25.18
EMJ historical per common share data:
	Earnings per common share from continuing operations — diluted		$	2.55			$	1.68
	Earnings per common share from continuing operations — basic			2.73				2.27
	Cash dividends per common share			—				—
	Book value per common share at end of period(2)			2.49				(21.43	)
Reliance pro forma per Reliance common share combined data:
	Earnings per common share from continuing operations — diluted		$	4.72			$	5.02
	Earnings per common share from continuing operations — basic			4.74				5.05
	Cash dividends per common share			.28				.26
	Book value per common share at end of period(3)			34.37
Reliance pro forma per EMJ-equivalent common share combined data:(4)
	Earnings per common share from continuing operations — diluted		$	0.44			$	0.47
	Earnings per common share from continuing operations — basic			0.44				0.47
	Cash dividends per common share			0.03				0.02
	Book value per common share at end of period			3.19

(1)	The historical book value per share is computed by dividing shareholders’ equity by the number of common shares outstanding at the end of each period presented.
(2)	The historical book value per share is computed by dividing stockholders’ equity by the number of common shares outstanding at the end of each period presented.
(3)	The pro forma combined book value per share is computed by dividing pro forma stockholders’ equity by the pro forma number of shares outstanding at the end of the period, assuming the issuance of 4,662,002 Reliance common shares in the merger.
(4)	The equivalent pro forma per share information is computed assuming an exchange ratio of 0.0928 Reliance common share per common share of EMJ. This exchange ratio does not take into consideration the cash portion of the merger consideration of $6.50 per share.

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	Reliance

		Stock Price
Calendar Year		High				Low				Dividends
2006
First Quarter (through February 3, 2006)		$	82.79			$	62.90			$	—
2005
Fourth Quarter			66.64				49.15				0.10
Third Quarter			52.93				37.52				0.10
Second Quarter			43.62				35.04				0.09
First Quarter			47.36				36.29				0.09
2004
Fourth Quarter			41.90				33.72				0.07
Third Quarter			41.89				36.33				0.07
Second Quarter			40.32				31.96				0.06
First Quarter			35.95				27.39				0.06

	EMJ

		Stock Price
Calendar Year		High				Low				Dividends
2006
First Quarter (through February 3, 2006)		$	14.08			$	9.80			$	—
2005
Fourth Quarter			10.11				8.24				—
Third Quarter			10.69				8.08				—
Second Quarter (beginning April 15, 2005)			9.20				6.70				—

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	EMJ Equivalent Per Share Price

	Reliance

	EMJ

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	•	Expected cost savings from the merger may not be fully realized or realized within the expected time frame, and costs or expenses relating to the merger may be higher than expected;
	•	Revenues or margins following the merger may be lower than expected;
	•	Costs or difficulties related to obtaining regulatory approvals for and to completing the merger and, following the merger, to the integration of the businesses of Reliance and EMJ may be greater than expected;
	•	Synergies and accretion to reported earnings estimated to result from the merger may not be realized and the level of costs and expenses incurred by Reliance in connection with the merger may be higher than expected;
	•	Reliance’s future operating results depend on a number of factors beyond its control, such as the prices for and the availability of metals, which could cause its results to fluctuate significantly over time. During periods of low customer demand, it could be more difficult for Reliance to pass through price increases to its customers, which could reduce its gross profit and net income;
	•	Changes in demand for the products that Reliance sells can cause significant fluctuations in both availability and cost of the products. A significant or rapid increase or decrease in costs from current levels could have a severe negative impact on Reliance’s gross profit;
	•	Foreign currency exchange rates could change, which could affect the price Reliance pays for metals and the results of its foreign operations;
	•	Reliance services industries that are highly cyclical, and any downturn in its customers’ industries could reduce its revenue and profitability;
	•	The success of Reliance’s business is affected by general economic conditions and, accordingly, its business was adversely impacted by the economic slowdown or recession in 2003, 2002 and 2001. This could occur in future periods;
	•	Reliance’s business is very competitive and increased competition could reduce gross profit margins and net income;
	•	As a decentralized business, Reliance depends on both senior management and its operating employees. If Reliance is unable to attract and retain these individuals, its results of operations may decline;
	•	Interest rates on debt could increase; Reliance’s variable rate debt is currently at relatively low historical levels and rates, and it anticipates that these levels will increase materially at closing and rates will continue to increase through 2006;
	•	Reliance may not be able to consummate future acquisitions, and those acquisitions that it does complete may be difficult to integrate into its business;

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	•	Reliance is subject to various environmental and other governmental regulations which may require it to expend significant capital and incur substantial costs;
	•	If existing shareholders sell their shares, the market price of the Reliance common stock could be depressed;
	•	Principal shareholders who own a significant number of Reliance’s shares may have interests that conflict with yours;
	•	Reliance has implemented a staggered or classified board of directors that may adversely impact your rights as a shareholder;
	•	Reliance may discover internal control deficiencies in its decentralized operations or in an acquisition that must be reported in its SEC filings, which may result in a negative reaction by its shareholders that adversely impacts its stock price;
	•	Reliance’s acquisitions, including EMJ, might fail to perform as anticipated, which could result in an impairment charge to write off some or all of the goodwill for that entity; and
	•	Other economic, business, competitive or regulatory factors may affect Reliance’s and EMJ’s businesses generally as described in Reliance’s and EMJ’s filings with the SEC.

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	Because the market price of Reliance common stock may fluctuate, you cannot be certain of the precise value of the merger consideration you will receive in the merger.

	•	changes in the business, operations or prospects of Reliance, EMJ or the combined company;
	•	governmental, regulatory and/or litigation developments;
	•	market assessments as to whether and when the merger will be completed;
	•	the timing of completion of the merger; and
	•	general stock market, economic and political conditions.

	EMJ will be subject to business uncertainties and contractual restrictions while the merger is pending.

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	Failure to complete the merger could negatively affect the stock price and the future business and financial results of EMJ.

	•	EMJ may be required to pay and reimburse Reliance amounts of up to approximately $20.5 million in the aggregate if the merger agreement is terminated under certain circumstances;
	•	the current market price of EMJ common stock may reflect a market assumption that the merger will occur, and a failure to complete the merger could result in a negative perception by the market of EMJ generally and a resulting decline in the market price of EMJ common stock;
	•	many costs of EMJ relating to the merger (such as legal, accounting, and a portion of its financial advisory fees) are payable by EMJ whether or not the merger is completed;
	•	there may be substantial disruption to the business of EMJ and a distraction of its management and employees from day-to-day operations, because matters related to the merger may require substantial commitments of time and resources, which could otherwise have been devoted to other opportunities that could have been beneficial to EMJ; and
	•	EMJ would continue to face the risks that it currently faces as an independent company, as further described in the documents that EMJ has filed with the SEC that are incorporated by reference into this proxy statement/ prospectus.

	EMJ executive officers and directors have financial interests in the merger that are different from, or in addition to, the interests of EMJ stockholders.

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	The merger agreement limits EMJ’s ability to pursue alternatives to the merger.

	The price of Reliance common stock may be affected by factors different from those affecting the price of EMJ common stock.

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	The opinions obtained by EMJ from its financial advisors will not reflect changes in circumstances between signing of the merger agreement and the completion of the merger.

	EMJ’s stockholders’ voting power will be diluted, and they will not be able to control the outcome of a proposal voted on by Reliance stockholders.

	Existing shareholders may sell their shares which could depress the market price of Reliance’s common stock.

	Reliance may be unable to successfully integrate the businesses of EMJ on a timely basis and realize the full anticipated benefits of the merger.

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	The value of your investment may be subject to sudden decreases due to the potential volatility of the price of Reliance common stock.

	•	changes in expectations as to Reliance’s future financial performance, including financial estimates by securities analysts and investors;
	•	developments affecting Reliance, its customers or its suppliers;
	•	changes in the legal or regulatory environment affecting Reliance’s business;
	•	press releases, earnings releases or publicity relating to Reliance or its competitors or relating to trends in the metals service industry;
	•	inability to meet securities analysts’ and investors’ quarterly or annual estimates or targets of Reliance performance;
	•	the operating and stock performance of other companies that investors may deem comparable;
	•	sales of Reliance common stock by the Kelso Funds; and
	•	general domestic or international economic, market and political conditions.

	Reliance’s substantial indebtedness could impair its financial condition and reduce the funds available to Reliance for other purposes and Reliance’s failure to comply with the covenants contained in its debt instruments could result in an event of default that could adversely affect its operating results.

	•	Reliance’s ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate purposes or other purposes may be impaired;
	•	a significant portion of Reliance’s cash flow from operations must be dedicated to the payment of interest and principal on its debt, which reduces the funds available to Reliance for its operations or other purposes;
	•	some of Reliance’s debt is, and will continue to be, at variable rates of interest, which may result in higher interest expense in the event of increases in interest rates;
	•	because Reliance may be more leveraged than some of its competitors, its debt may place Reliance at a competitive disadvantage;
	•	Reliance’s leverage will increase its vulnerability to economic downturns and limit Reliance’s ability to withstand adverse events in its business by limiting Reliance’s financial alternatives;

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	•	EMJ’s noteholders could require repurchase of EMJ’s 93/4% notes, as provided in the EMJ 93/4% notes indenture, which would substantially increase Reliance’s leverage and limit its access to funds for growth initiatives; and
	•	Reliance’s ability to capitalize on significant business opportunities and to plan for, or respond to, competition and changes in its business may be limited.

	Reliance may not be able to generate sufficient cash flow to meet its debt service obligations.

	Ongoing tax audits of Reliance may result in additional taxes.

	The costs that Reliance pays for metals may fluctuate due to a number of factors beyond their control, which, on a combined basis, could adversely affect Reliance’s operating results if they cannot pass on higher metal prices to their customers.

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	The price of metals is subject to fluctuations in the supply and demand for metals worldwide and changes in the worldwide balance of supply and demand could negatively impact Reliance’s revenues, gross profit and net income.

	Reliance operates in an industry that is subject to cyclical fluctuations and any downturn in general economic conditions or its customers’ industries could negatively impact its revenues, gross profit and net income.

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	Reliance competes with a large number of companies in the metals service center industry, and, if Reliance is unable to compete effectively, Reliance’s revenues, gross profit and net income may decline.

	If Reliance was to lose any of its primary suppliers or otherwise be unable to obtain sufficient amounts of necessary metals on a timely basis, Reliance may not be able to meet its customers’ needs and may suffer reduced sales.

	Reliance’s acquisition of EMJ is its largest and first public company acquisition and there may be additional risks of which Reliance is not aware or existing risks may change over time.

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	If Reliance does not successfully implement its acquisition growth strategy, its ability to grow its business could be impaired.

	As a decentralized business, Reliance depends on both senior management and Reliance’s key operating employees; if Reliance is unable to attract and retain these individuals, its ability to operate and grow its business may be adversely affected.

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	Reliance is subject to various environmental and employee safety and health regulations, which could subject Reliance to significant liabilities and compliance expenditures.

	Reliance’s operating results have fluctuated, and are expected to continue fluctuating, depending on the season, and such fluctuations may adversely affect Reliance’s stock price.

	Reliance’s business could be adversely affected by economic downturns.

	Damage to Reliance’s computer infrastructure and software systems could harm Reliance’s business.

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	Principal shareholders who own a significant number of shares may have interests that conflict with yours.

	Reliance has implemented anti-takeover provisions that may adversely impact your rights as a holder of Reliance common stock.

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	1. allow the EMJ stockholders to consider and vote on a proposal to adopt and approve the Agreement and Plan of Merger, dated as of January 17, 2006, by and among EMJ, Reliance and RSAC, pursuant to which EMJ will merge with and into RSAC, with RSAC as the surviving corporation, and Reliance will pay cash and issue shares of its common stock in exchange for the outstanding common stock of EMJ; and
	2. to transact any other business that may properly come before the meeting of stockholders or any adjournment or postponement of the special meeting, including to consider and vote upon any procedural matters incident to the conduct of the special meeting, such as adjournment of the special meeting.

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	•	By telephone: Use the toll-free number listed on the proxy card. Easy-to-follow voice prompts allow you to vote your shares.
	•	By Internet: The Website for Internet voting is listed on the proxy card.
	•	By mail: Complete, sign, date and return your proxy card in the enclosed pre-addressed, postage-paid envelope.

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	•	submit to the secretary of EMJ a revocation letter with a later date than your proxy card;
	•	deliver, no later than 11:59 p.m., Eastern Time, on                     , 2006, a second completed and signed proxy card dated later than the first signed proxy card;
	•	vote at a later time, but no later than 11:59 p.m., Eastern Time, on                     , 2006, by telephone or the Internet; or
	•	attend the special meeting and vote in person.

	•	deliver, no later than 5:00 p.m., Eastern Time, on                     , 2006, a second completed and signed proxy voting instruction card dated later than the first signed proxy voting instruction card; or
	•	vote at a later time, but no later than 5:00 p.m., Eastern Time, on                     , 2006, by telephone or the Internet.

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	•	the price being paid for each share of EMJ common stock represents a substantial premium over historical trading prices, including a premium of 30% over the initial public offering price of $10.00, 24.6% over the closing sale price on the New York Stock Exchange on January 17, 2005 (the trading day on which EMJ announced the execution of the merger agreement), and 31.1% over the preceding 30-trading day average, 37.1% over the preceding 60-trading day average and 36.5% over the preceding 90-trading day average;

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	•	its belief that the merger was more favorable to stockholders than any other alternative reasonably available to EMJ and its stockholders, including a business combination with another company in the metals and steel industry (based on its belief that no other company in the metals and steel industry with the ability to acquire EMJ was likely to be interested in pursuing a business combination with EMJ and no private investment management firm or financial buyer was likely to offer a purchase price greater than the purchase price agreed to with Reliance);
	•	its belief that Reliance would be able to consummate the transaction and successfully integrate the EMJ operations, taking into account Reliance’s track record in successfully integrating substantial acquisitions;
	•	its belief that the market price of the EMJ common stock was not likely to rise to the level of the purchase price in the near future if EMJ continued as an independent company because of the overhang of the Kelso Funds’ ownership interest, the relatively low amount of EMJ common stock held by the public, the low average daily trading volume of the EMJ common stock, the cyclical nature of the steel and metals industry on which EMJ’s business depends and general economic and market conditions both on a historical and prospective basis;
	•	its belief that the 15% symmetrical collar protected the EMJ stockholders from a possible decline within the collar range of the Reliance common stock from its current trading levels;
	•	the financial and other terms and conditions of the merger agreement, including the terms relating to the receipt and consideration of alternative acquisition proposals;
	•	the fact that the transaction will be immediately accretive to the earnings of Reliance and the stockholders of EMJ will be able to participate in the potential benefits of the transaction to the Reliance common stock because approximately 50% of the merger consideration consists of Reliance common stock;
	•	the market position of the combined company, including that it will be an industry leader in the distribution of flat-rolled, tubular and bar products and carbon steel, stainless steel and aluminum products;
	•	the likelihood that the regulatory approvals needed to complete the transaction will be obtained;
	•	the historical and current market prices of Reliance common stock and EMJ common stock as well as comparative valuation analyses for the two companies;
	•	the financial presentation of Credit Suisse, including Credit Suisse’s opinion dated January 17, 2006 to EMJ’s board of directors as to the fairness of the merger consideration, from a financial point of view, to the EMJ common stockholders (other than Reliance and its subsidiaries, the Kelso Funds and their respective affiliates) (see “— Opinion of Credit Suisse Securities (USA) LLC to EMJ’s Board of Directors”);
	•	the financial presentation of Duff & Phelps, including Duff & Phelps’ opinion dated January 17, 2006, to EMJ’s board of directors as to the fairness of the merger consideration, from a financial point of view, to the EMJ common stockholders (other than Reliance and its subsidiaries, the Kelso Funds and their respective affiliates) (see “— Opinion of Duff & Phelps Securities, LLC to EMJ’s Board of Directors”);
	•	the expected tax treatment of the merger and the receipt by the EMJ stockholders of the merger consideration;
	•	the expected impact of the transaction on the EMJ employees;
	•	the fact that, subject to compliance with the terms and conditions of the merger agreement, EMJ is permitted, prior to stockholder approval, to furnish information to and conduct negotiations with third parties that make a takeover proposal;

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	•	the fact that, subject to compliance with the terms and conditions of the merger agreement, EMJ is permitted to terminate the merger agreement, prior to stockholder approval, in order to approve an alternative transaction proposed by a third party that is a superior proposal, upon the payment to Reliance of an approximately $20.5 million termination fee (representing approximately 3% of the total equity value of EMJ) (see “The Merger Agreement — Termination of the Merger Agreement”);
	•	the fact that the voting agreement between Reliance and the Kelso Funds terminates if EMJ’s board of directors withdraws or adversely modifies its recommendation of the merger (see “The Voting Agreement”);
	•	the availability of appraisal rights to holders of EMJ common stock who comply with all of the required procedures under Delaware law, which allow such holders to seek appraisal of the fair value of their shares as determined by the Delaware Court of Chancery (see “Dissenters’ Rights of Appraisal” and Annex E); and
	•	EMJ’s board of directors’ understanding, after consultation with its professional advisors, that both the approximately $20.5 million termination fee and the circumstances when such fee is payable, are reasonable and customary in light of the benefits of the merger, commercial practice and transactions of this size and nature.

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	Analyses performed in Connection with the Preparation of the Fairness Opinion by Credit Suisse

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	EMJ Analyses

	Selected Companies Analysis

North American Metals Service Center Companies
• Russel Metals Inc.
• Ryerson Inc.
• A.M. Castle & Co.
• Novamerican Steel Inc.
• Olympic Steel, Inc.

Implied per Share Equity
Reference Range for EMJ		Merger Consideration
$12.27 — $15.04		$13.00

	Selected Transactions Analysis

Acquiror		Target
• Reliance Steel & Aluminum Co.		• Chapel Steel Corp.
• Apollo Management, L.P.		• Metals USA, Inc.
• Ryerson Inc.		• Integris Metals (Alcoa/BHP-B)
• Reliance Steel & Aluminum Co.		• Precision Strip, Inc.
• Russel Metals Inc.		• Acier Leroux Inc.
• Samuel, Son & Co.		• Renown Steel (Slater Steel)
• Balli Group plc		• Klöckner & Co. (E.ON AG)
• Reliance Steel & Aluminum Co.		• Pitt–Des Moines (Steel Service Center Division)

Implied per Share Equity
Reference Range for EMJ		Merger Consideration
$10.85 — $13.59		$13.00

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	Discounted Cash Flow Analysis

Implied per Share Equity
Reference Range for EMJ		Merger Consideration
$11.53 — $14.86		$13.00

	Reliance Analyses

	Selected Companies Analysis

Implied per Share Equity		Closing Price of Reliance
Reference Range for Reliance		Common Stock on January 11, 2006
$63.37 — $77.81		$65.49

	Discounted Cash Flow Analysis

Implied per Share Equity		Closing Price of Reliance
Reference Range for Reliance		Common Stock on January 11, 2006
$55.55 — $65.48		$65.49

	Miscellaneous

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	•	Attended a due diligence meeting with individuals from:

	•	EMJ and Reliance management;
	•	Katten Muchin Rosenman LLP, legal counsel to EMJ;
	•	Credit Suisse; and
	•	UBS Securities LLC, financial advisor to Reliance.

	•	Held additional discussions with EMJ management.

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	•	Reviewed a draft of the Agreement and Plan of Merger dated January 16, 2006.
	•	Reviewed a draft of the Voting Agreement dated January 13, 2006.
	•	Reviewed EMJ’s financial statements and projections, including:

	•	Annual reports on Form 10-K for the fiscal years ended March 31, 2002 through 2005;
	•	Quarterly reports on Form 10-Q for the six-month periods ended September 29, 2004 and September 28, 2005;
	•	Internal financial reports for the eight months ended November 30, 2005; and
	•	Financial projections prepared by EMJ management for the last quarter of fiscal 2006 and for the fiscal years ended March 31, 2007 through 2011.

	•	Reviewed Reliance’s financial statements and projections, including:

	•	Annual reports on Form 10-K for the fiscal years ended December 31, 2002 through 2004;
	•	Quarterly reports on Form 10-Q for the nine-month periods ended September 30, 2004 and 2005; and
	•	Financial projections prepared by Reliance management for the fiscal years ended December 31, 2005 through 2008.

	•	Reviewed other operating, financial and legal information regarding EMJ and Reliance.
	•	Reviewed and analyzed market trading prices and indicated valuation metrics for EMJ and Reliance.
	•	Reviewed and analyzed market trading prices and indicated valuation metrics for comparable public companies.
	•	Reviewed and analyzed valuation metrics and premiums paid in comparable merger transactions.
	•	Reviewed pertinent economic and industry information.
	•	Reviewed and prepared other studies, analyses and investigations as we deemed appropriate.

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	Analysis of Merger Structure and Consideration

	Historical Stock Trading

	Market Valuation Multiples

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• A.M. Castle Co. • Olympic Steel Inc. • Reliance Steel & Aluminum Co.		• Russel Metals Inc. • Ryerson Inc. • Commercial Metals Co.		• Friedman Industries Inc. • Gibraltar Industries Inc. • Novamerican Steel Inc.		• Quanex Corp. • Steel Technologies Inc. • Worthington Industries Inc.

Enterprise Value as a Multiple of

Stock Price as a

Multiple of

EBITDA

EBIT

Equity

Enterprise

LTM

LTM

Proj.

LTM

Value

Value

Revs.

EPS

EPS

LTM

Proj.

LTM

Proj.

Revs.

(All $ in millions — valuations based on 1/13/06 closing prices)

High

$

2,451

$

2,918

$

6,573

14.7x

14.3x

8.1x

7.9x

10.4x

9.6x

0.87x

Low

$

42

$

38

$

183

8.0x

7.1x

4.0x

4.8x

4.5x

6.0x

0.21x

Mean

$

970

$

1,211

$

2,318

10.2x

11.2x

6.0x

6.0x

7.0x

8.0x

0.51x

Median

$

699

$

1,173

$

1,548

9.3x

11.5x

5.8x

5.8x

6.7x

7.8x

0.50x

Target		Buyer
Dofasco, Inc.(1)		ThyssenKrupp AG
Roanoke Electric Steel Corp.(1)		Steel Dynamics, Inc.
Alabama Metal Industries Corp.		Gibraltar Industries, Inc.
Chapel Steel Corp.		Reliance Steel & Aluminum Co.
Metals USA, Inc.		Apollo Advisors LP
Harvest Partners, Inc./Edgen Corp.		Jefferies Group, Inc.
Integris Metals Corp.		Ryerson Inc.
International Steel Group, Inc.		Ispat International NV
Commonwealth Industries, Inc.		IMCO Recycling, Inc.
Arcelor SA/J&F Steel LLC		Ryerson Inc.
Precision Strip Inc.		Reliance Steel & Aluminum Co.
Leroux Steel Inc.		Russel Metals Inc.

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(1)	Pending transaction

(all $ in millions)

Enterprise Value as a

Multiple of

Enterprise

Value

Sales

EBITDA

EBIT

High

$

4,200

2.02x

8.9x

13.9x

Low

$

70

0.16x

3.4x

3.7x

Mean

$

932

0.63x

5.7x

7.6x

Median

$

243

0.47x

5.2x

6.9x

	Fundamental Valuation Analysis of EMJ

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Enterprise Value as Multiple of

Revenues

EBITDA

EBIT

Equity Value/

Net ncome

EMJ — Implied Multiples

LTM 9/28/05

0.55x

5.6x

6.1x

9.7x

Projected FYE March 2006

0.54x

5.3x

5.6x

8.3x

Projected FYE March 2007

0.55x

5.2x

5.6x

8.2x

Comparable Public Companies — Median Multiples

LTM

0.50x

5.8x

6.7x

9.3x

Projected Next Fiscal Year

NA

5.8x

7.8x

11.5x

Comparable Transactions — Median Multiples

Latest Available Financial Results

0.47x

5.2x

6.9x

NA

	Fundamental Valuation Analysis of Reliance

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Stock Price as

a Multiple of

Enterprise Value as a Multiple of

EBITDA

EBIT

Equity

Enterprise

LTM

LTM

Proj.

LTM

Value

Value

Revs.

EPS

EPS

LTM

Proj.

LTM

Proj.

Revs.

Reliance

$

2,144

$

2,568

$

3,241

11.4x

12.8x

7.0x

7.9x

8.0x

9.6x

0.79x

Comparable Public Companies (includes Reliance)

High

$

2,451

$

2,918

$

6,573

14.7x

14.3x

8.1x

7.9x

10.4x

9.6x

0.87x

Low

$

42

$

38

$

183

8.0x

7.1x

4.0x

4.8x

4.5x

6.0x

0.21x

Mean

$

970

$

1,211

$

2,318

10.2x

11.2x

6.0x

6.0x

7.0x

8.0x

0.51x

Median

$

699

$

1,173

$

1,548

9.3x

11.5x

5.8x

5.8x

6.7x

7.8x

0.50x

	Fundamental Valuation Analysis of the Post-Transaction Combined Company

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								Selected Range of				Total Debt						Indicated Range
								Based on Actual Reported				Financial Results				and t		he Financial Projections
		Pro Forma						Valuation Multiples				(Net of Cash)						of Enterprise Values
																		(rounded)
EBITDA — LTM		$	536,275			x			6.50x - 7.50x							=		$	3,486,000 - $4,022,000
EBITDA — Projected 2006		$	557,467			x			6.50x - 7.50x							=		$	3,624,000 - $4,181,000
EBIT — LTM		$	478,662			x			7.50x - 8.50x							=		$	3,590,000 - $4,069,000
EBIT — Projected 2006		$	500,917			x			7.50x - 8.50x							=		$	3,757,000 - $4,258,000
Net Income — LTM		$	256,544			x			11.00x - 12.00x				954,695			=		$	3,777,000 - $4,033,000
Net Income — Projected 2006		$	273,121			x			10.50x - 11.50x				954,695			=		$	3,822,000 - $4,096,000

	Premiums Paid Analysis

Target		Buyer
Dofasco, Inc.(1)(2)		ThyssenKrupp AG
Dofasco, Inc.(1)(2)		Arcelor SA
Roanoke Electric Steel Corp.(1)		Steel Dynamics, Inc.
Metals USA, Inc.		Apollo Advisors LP
International Steel Group, Inc.		Mittal Steel Company NV/ Ispat International NV
Commonwealth Industries, Inc.		Aleris International, Inc.

(1)	Pending transaction
(2)	Dofasco has received competing bids

			1 Day				5 Day				20 Day				30 Day				20-Day Avg.
Identified Transactions
	Mean			36.8%				34.6%				29.7%				23.8%				31.7%
	Median			41.5%				41.7%				26.7%				23.7%				31.1%
Proposed Transaction				26.8%				31.6%				30.0%				29.7%				31.8%
(assumes 1/17/06 as announcement date)

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		2004				2005
Overall Average Premium — All Industries			30.7	%			28.2	%
Number of Transactions			322				325

	Conclusion

	•	The merger price is at the high end of the valuation range indicated by the discounted cash flow analysis for EMJ, and the valuation multiples implied by the merger price are generally in line with the valuation multiples exhibited by the comparable public companies and the comparable transactions.
	•	The merger price is above any price at which EMJ has traded since its initial public offering date, and the premium over recent trading prices is generally in line with premiums paid in the steel industry and the overall public company merger and acquisition market over the past two years.
	•	The current price of Reliance common stock is within the range of values indicated by the discounted cash flow analysis, and valuation multiples implied by Reliance’s current stock price are at the high end of the range as compared with the peer companies, but such premium is consistent with the premium market valuation of Reliance over the past ten years.
	•	The inclusion of the collar in the merger structure provides EMJ stockholders with significant protection against movements in Reliance’s stock price prior to closing.
	•	Although EMJ stockholders will receive cash and stock, except for the Kelso Funds, those stockholders unwilling to hold Reliance shares will be able to immediately liquidate their securities in the open market.

	Other

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	•	Other available acquisition opportunities in the metals service center business and Reliance’s business, operations, financial condition, earnings, prospects and acquisition strategy;
	•	The business, operations, financial condition, earnings and prospects of EMJ;
	•	The ability of EMJ’s operations to enhance Reliance’s geographic, customer and product diversification;
	•	Potential contingent liabilities associated with EMJ and its assets, including litigation, environmental and regulatory issues;
	•	EMJ’s well-qualified and stable management team with the capacity to effectively manage EMJ’s operations on a going-forward basis in a manner complementary to the operations of Reliance;
	•	EMJ’s size and complementary product mix, geographic diversity and profitability;
	•	Recognizing that there can be no assurance as to future financial results, the anticipated financial impact of the merger on Reliance’s financial performance, including the anticipated impact on Reliance’s earnings and cash flow per share;
	•	The capital structure of Reliance following the merger, including Reliance’s ability to finance the cash portion of the merger consideration under its existing revolving credit facility and to continue to reduce indebtedness at a satisfactory rate following the merger;
	•	The structure of the merger and the financial and other terms of the merger agreement;
	•	The expectation that the merger will qualify as a tax-deferred “reorganization” for purposes of Section 368(a) of the Code; and
	•	The opinion of UBS Securities LLC that, as of the date of and based on and subject to the matters described in the opinion, the merger consideration to be paid by Reliance pursuant to the merger agreement was fair from a financial point of view to Reliance.

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	Nelson Retention Agreement

	Johnson Retention Agreement

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	Special Bonus Plan for Senior Management

		Amount of
Name		Bonus Award
R. Neil McCaffery		$	312,500
Frank D. Travetto		$	312,500
Kenneth L. Henry		$	312,500
James D. Hoffman		$	312,500
William S. Johnson		$	625,000

	Kelso Funds

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	Merger Consideration to be Received by EMJ’s Executive Officers and Directors

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		Shares of
		EMJ				Options to Purchase				Options to Purchase
		Common				EMJ Common				EMJ Common				Options to Purchase
		Stock				Stock Pursuant to				Stock Pursuant to				Reliance Common
		Beneficially				the EMJ Incentive				the Holding Option				Stock to be				Cash for Holding
Name		Owned				Plan				Plan				Received				Stock Options
David M. Roderick			34,000				10,000				176,410	(1)			1,856			$	1,707,331.26
Maurice S. Nelson, Jr.			6,533.8682				50,000				1,693,538	(2)			9,284			$	16,816,832.34
Dr. John Rutledge			5,000				10,000				70,564	(3)			1,856			$	678,432.29
William A. Marquard			10,000				10,000				70,564	(3)			1,856			$	678,432.29
Earl L. Mason			—				10,000				—				1,856				—
Joseph T. O’Donnell, Jr.			—				10,000				—				1,856				—
Andrew G. Sharkey, III			—				10,000				—				1,856				—
R. Neil McCaffery			32,028.1751				30,000				167,591	(4)			5,570			$	1,577,778.58
Frank D. Travetto			33,502.8509				30,000				167,591	(4)			5,570			$	1,577,778.58
Kenneth L. Henry			131,545.2923				30,000				167,591	(4)			5,570			$	1,577,778.58
James D. Hoffman			17,074.5286				30,000				167,591	(4)			5,570			$	1,577,778.58
William S. Johnson			9,665.0748				30,000				123,488	(5)			5,570			$	1,125,438.13

	Indemnification; Directors’ and Officers’ Insurance

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	Hart-Scott-Rodino Antitrust Improvements Act

	Bermuda Monetary Authority

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	Canadian Regulatory Filings

	•	an effective registration statement under the Securities Act covering the resale of those shares;
	•	Rule 145 (or for EMJ stockholders who become affiliates of Reliance, Rule 144) under the Securities Act; or

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	•	any other applicable exemption under the Securities Act.

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	•	more than $72.86, you will receive Reliance common stock with a value that may be more than $6.50 for each share of EMJ common stock;
	•	equal to or less than $72.86 but equal to or more than $53.86, you will receive Reliance common stock with a value of $6.50 for each share of EMJ common stock; and
	•	less than $53.86, you will receive Reliance common stock with a value that may be less than $6.50 for each share of EMJ common stock.

	•	more than $72.86, then you will receive 0.0892 shares of Reliance common stock for each share of EMJ common stock that you own;
	•	equal to or less than $72.86 but equal to or more than $53.86, then you will receive a fraction of a share of Reliance common stock equal to $6.50 divided by the average Reliance stock price; and
	•	less than $53.86, then you will receive 0.1207 shares of Reliance common stock for each share of EMJ common stock you own.

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														Total Value of Cash
						Value of Reliance								and Reliance
						Common Stock per				Cash per Share of				Common Stock per
						Share of EMJ Common				EMJ Common				Share of EMJ
Average Reliance Stock Price		Exchange Ratio				Stock				Stock				Common Stock
$40			0.1207			$	4.83			$	6.50			$	11.33
$45			0.1207			$	5.43			$	6.50			$	11.93
$50			0.1207			$	6.03			$	6.50			$	12.53
$53.86 - $72.86			0.1207 - 0.0892			$	6.50			$	6.50			$	13.00
$75			0.0892			$	6.69			$	6.50			$	13.19
$80			0.0892			$	7.14			$	6.50			$	13.64
$85			0.0892			$	7.58			$	6.50			$	14.08

	Holding Stock Options

	EMJ Stock Options

	•	the number of shares of Reliance common stock subject to the new Reliance stock option will be equal to the product of the number of shares of EMJ common stock subject to the EMJ stock option and the option exchange ratio, rounded down to the nearest whole share; and

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	•	the exercise price per share of Reliance common stock subject to the new Reliance stock option will be equal to the exercise price per share of EMJ common stock under the EMJ stock option divided by the option exchange ratio, rounded up to the nearest cent.

	•	corporate existence, qualification to conduct business and corporate power of both themselves and their respective subsidiaries;
	•	capitalization and ownership of subsidiaries;
	•	corporate authority to enter into, and carry out the obligations of, the merger agreement, and the enforceability of the merger agreement;
	•	absence of conflicts between the merger agreement and their respective charter documents and bylaws, applicable law or certain agreements;
	•	governmental consents and approvals required for completion of the merger;

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	•	financial statements and filings with the SEC, as well as internal controls over financial reporting;
	•	absence of undisclosed liabilities and off-balance sheet arrangements, as well as loans to officers and directors;
	•	absence of specified changes or events through the closing of the merger;
	•	legal proceedings;
	•	compliance with applicable laws;
	•	environmental liabilities;
	•	insurance policies;
	•	properties and assets;
	•	employee benefit plans and labor matters;
	•	payment of fees to finders or brokers in connection with the merger;
	•	tax matters;
	•	qualification of the merger as a “reorganization” under the Code;
	•	information supplied for use in this proxy statement/ prospectus;
	•	intellectual property; and
	•	approval of its respective board of directors.

	•	the inapplicability to the merger of state anti-takeover laws;
	•	the receipt of an opinion from each of EMJ’s financial advisors; and
	•	material contracts.

	Restrictions on EMJ’s and Reliance’s Operations Before Completion of the Merger

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	•	keep available the services of their current officers and other key employees;
	•	preserve intact their present lines of business and maintain their rights and franchises; and
	•	preserve their relationships with customers, suppliers and others having business dealings with them.

	Additional Restrictions on EMJ’s Operations Before Completion of the Merger

	•	incurring or committing to any capital expenditures, capital additions or capital improvements, other than those in the ordinary course of business or as contemplated by EMJ’s fiscal 2006 and 2007 capital budgets and in any event not in excess of $5 million in the aggregate, except as provided for in such budgets;
	•	declaring, setting aside or paying dividends other than intracompany dividends;
	•	splitting, combining or reclassifying its capital stock;
	•	repurchasing, redeeming or otherwise acquiring its capital stock or securities convertible into or exercisable for any shares of its capital stock;
	•	issuing, delivering or selling any shares of its capital stock, voting debt or convertible securities (or corporate actions related thereto), other than in connection with the exercise of EMJ stock options or other stock-based awards;
	•	amending EMJ’s charter documents;
	•	making any material acquisitions, other than acquisitions of assets used in the operations of EMJ in the ordinary course of business consistent with past practice;
	•	selling, transferring, divesting or disposing of assets (including the capital stock of its subsidiaries), businesses or divisions, other than transactions that do not have a fair value, individually, in excess of $3 million or, in the aggregate, in excess of $10 million in the ordinary course of business consistent with past practice;
	•	incurring liens other than pursuant to specified debt agreements or incurred in the ordinary course of business consistent with past practice;
	•	paying or committing to pay any material severance or termination pay not existing as of January 17, 2006; entering into any material employment, deferred compensation, consulting, severance or similar agreement not existing as of January 17, 2006; or increasing in any material respect any employee benefits payable to any director, officer or key employee except pursuant to an agreement existing as of January 17, 2006;
	•	adopting any additional employee benefit plan or making any material amendment to an employee benefit plan;
	•	making any material contribution to any employee benefit plan other than regularly scheduled contributions or those required by law or agreement;
	•	entering into any agreement that limits or restricts the right of EMJ or any of its subsidiaries to engage or compete in any business or in any geographic area or location;
	•	changing in any material respect its accounting methods, except as may be required by a governmental authority or by changes in U.S. generally accepted accounting principles;
	•	changing its fiscal year, preparing or filing any material tax return materially inconsistent with past practice or, on such tax return, taking any position or making any tax election or adopting any

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		method that is materially inconsistent with positions taken, elections made or methods used in preparing or filing similar tax returns, or settling or compromising any liability for taxes; and
	•	agreeing, authorizing or entering into any commitment to do any of the foregoing.

	Additional Restrictions on Reliance’s Operations Before Completion of the Merger

	•	repurchasing, redeeming or otherwise acquiring its capital stock or securities convertible into or exercisable for any shares of its capital stock;
	•	issuing, delivering or selling any shares of its capital stock, voting debt or convertible securities (or corporate actions related thereto), other than in connection with the exercise or grant of Reliance stock options or other stock-based awards or intracompany issuances of capital stock;
	•	amending Reliance’s charter documents;
	•	altering the corporate structure of Reliance or any of its subsidiaries where such change is reasonably likely to result in a material adverse effect to Reliance or would adversely affect the value of Reliance’s common stock; or
	•	agreeing, authorizing or entering into any commitment to do any of the foregoing.

	•	initiate, negotiate, solicit or knowingly encourage or facilitate (including by way of furnishing non-public information) any proposals with respect to a takeover proposal;
	•	enter into any agreement with respect to any takeover proposal; or
	•	furnish, or provide access to, any information or data to, or have or participate in any discussions or negotiations with, any person relating to a takeover proposal.

	•	a transaction pursuant to which any person or group (other than Reliance and its subsidiaries) directly or indirectly, acquires or would acquire more than 19% of (1) the outstanding shares of EMJ common stock, (2) the voting power of the outstanding securities of EMJ or (3) any new series or new class of preferred stock of EMJ that would be entitled to a class or series vote with respect to the merger, whether from EMJ or pursuant to a tender offer or exchange offer or otherwise;
	•	a merger, share exchange, consolidation or other business combination involving EMJ (other than the merger);
	•	any transaction pursuant to which any person or group of persons (other than Reliance and its subsidiaries) acquires or would acquire control of assets (including for this purpose the outstanding equity securities of EMJ and securities of the entity surviving any merger or business combination including any of EMJ’s subsidiaries) of EMJ or any of EMJ’s subsidiaries representing more than 25% of the fair market value of all of the assets, net revenues or net income of EMJ and its subsidiaries, taken as a whole, immediately prior to such transaction; and
	•	any other consolidation, business combination, recapitalization or similar transaction involving EMJ or any of its subsidiaries, as a result of which (a) the holders of shares of EMJ immediately prior to such transactions do not, in the aggregate, own at least 81% of the outstanding shares of common stock and the outstanding voting power of the surviving or resulting entity in such transaction immediately after the consummation of such transaction in substantially the same

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		proportion as such holders held the shares of EMJ common stock immediately prior to the consummation of such transaction or (b) the individuals comprising EMJ’s board of directors prior to such transaction do not constitute a majority of the board of the entity surviving or resulting from such transaction or such ultimate parent entity following the consummation of such transaction.

	•	a transaction pursuant to which any person or group (other than Reliance and its subsidiaries) directly or indirectly, acquires or would acquire more than 50% of (1) the outstanding shares of EMJ common stock, (2) the voting power of the outstanding securities of EMJ or (3) any new series or new class of preferred stock of EMJ that would be entitled to a class or series vote with respect to the merger, whether from EMJ or pursuant to a tender offer or exchange offer or otherwise;
	•	any transaction pursuant to which any person or group of persons (other than Reliance and its subsidiaries) acquires or would acquire control of assets (including for this purpose the outstanding equity securities of EMJ and securities of the entity surviving any merger or business combination including any of EMJ’s subsidiaries) of EMJ or any of EMJ’s subsidiaries representing more than 50% of the fair market value of all of the assets, net revenues or net income of EMJ and its subsidiaries, taken as a whole, immediately prior to such transaction; or
	•	any other consolidation, business combination, recapitalization or similar transaction involving EMJ or any of its subsidiaries, as a result of which (1) the holders of shares of EMJ common stock immediately prior to such transactions do not, in the aggregate, own at least 50% of the outstanding shares of common stock and the outstanding voting power of the surviving or resulting entity in such transaction immediately after the consummation of such transaction in substantially the same proportion as such holders held the shares of EMJ common stock immediately prior to the consummation of such transaction or (2) the individuals comprising EMJ’s board of directors prior to such transaction do not constitute a majority of the board of the entity surviving or resulting from such transaction or such ultimate parent entity following the consummation of such transaction.

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	Termination by Reliance or EMJ

	•	Reliance and EMJ agree to terminate by mutual written consent;
	•	the merger has not been completed on or before June 2, 2006, except that a party may not terminate the merger agreement if that party’s willful and material breach of the merger agreement is the primary cause of the merger not being completed by that date;
	•	a court or another governmental authority has issued a final and nonappealable order, decree or ruling or taken other action permanently restraining, enjoining or otherwise prohibiting the merger;
	•	a governmental authority has failed to grant or issue a consent, permit, order or authorization required to consummate the merger;
	•	EMJ’s board of directors determines to accept a superior proposal; or
	•	EMJ stockholders fail to adopt the merger agreement at the special meeting.

	Termination by Reliance

	•	EMJ’s board of directors withdraws or adversely modifies its recommendation;
	•	EMJ breaches its representations, warranties or covenants contained in the merger agreement so that any conditions to closing are not capable of being satisfied and cannot or have not been cured within 30 days after written notice to Reliance of such breach; or
	•	EMJ’s board of directors recommends to EMJ stockholders that they approve a takeover proposal other than the merger.

	Termination by EMJ

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	Termination Fee To Be Paid by EMJ

	•	EMJ’s board of directors withdrawing or adversely modifying its recommendation to EMJ stockholders to adopt the merger agreement and the merger or recommending a takeover proposal other than the merger; or
	•	EMJ’s board of directors accepting a superior proposal.

	Special Meeting

	HSR Act Filing

	Access to Information

	Reasonable Best Efforts

	Employee Matters

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	Insurance and Indemnification

	Section 16 Matters

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	New York Stock Exchange

	Affiliates

	•	the adoption of the merger agreement by EMJ stockholders;
	•	the absence of any law, order, injunction or legal restraint prohibiting completion of the merger;
	•	the expiration or termination of the applicable waiting period under the HSR Act;
	•	the receipt of all other governmental agency consents, approvals, permits, orders and authorizations required to complete the merger other than those that the failure to make or obtain would not render the merger illegal;
	•	the approval for listing on the New York Stock Exchange of the Reliance common stock to be issued in the merger;
	•	the absence of any stop order issued by the SEC suspending the effectiveness of this proxy statement/ prospectus and the absence of any proceedings initiated or threatened by the SEC for that purpose;
	•	the truth and correctness of the other party’s representation and warranties as of the date of the completion of the merger, except where the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had and would not have a material adverse effect, and the receipt of a certificate of an executive officer of the other party to that effect;
	•	the other party having performed or complied with its agreements and covenants in the merger agreement in all material respects, and the receipt of a certificate of an executive officer of the other party to that effect;
	•	the absence of any pending or threatened litigation with a reasonable likelihood of success (1) challenging the merger or seeking to obtain damages that are material to EMJ; (2) seeking to limit in any material way the ownership or operation by EMJ, Reliance or any of their respective subsidiaries of any material portion of the business or assets of such entities, or to compel such entities to dispose of or hold separate a material portion of their business or assets as a result of the merger; (3) seeking to impose limitations on Reliance’s ownership and/or voting rights of EMJ’s common stock; or (4) seeking to prohibit Reliance’s control in any material respect of EMJ’s business or operations;
	•	the absence of any material adverse effect on the other party; and
	•	the receipt of an opinion from the party’s counsel that the merger will constitute a “reorganization” within the meaning of Section 368(a) of the Code.

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	Amendments

	Extensions and Waivers

	•	extend the time for the performance of any of the obligations or other acts of the other party to the merger agreement;
	•	waive any inaccuracies in the representations and warranties of the other party contained in the merger agreement or in any document delivered pursuant to the merger agreement; and
	•	waive compliance by the other party with any of the agreements or conditions contained in the merger agreement.

	Expenses

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	•	a citizen or resident of the United States;
	•	a corporation, or other entity taxable as a corporation for United States federal income tax purposes, created or organized under the laws of the United States or of any state or the District of Columbia;
	•	a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) was in existence on August 20, 1996 and has a valid election in effect under applicable Treasury regulations to continue to be treated as a United States person; or
	•	an estate that is subject to United States federal income tax on its income regardless of its source.

	•	the tax consequences of transactions effectuated before, after or at the same time as the merger, whether or not they are in connection with the merger, including, without limitation, transactions in which EMJ shares are acquired or Reliance shares are disposed of;
	•	the tax consequences to holders of options issued by EMJ or Reliance which are assumed, replaced, exercised or converted, as the case may be, in connection with the merger;
	•	the tax consequences of the receipt of Reliance shares other than in exchange for EMJ shares; or
	•	tax implications of a failure of the merger to qualify as a reorganization.

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	•	in favor of the adoption and approval of the merger agreement, the merger and each of the other actions contemplated by the merger agreement;
	•	against approval of any takeover proposal; and
	•	against any of the following actions (other than those actions that relate to the merger): (1) any amendment of EMJ’s charter documents, (2) any other action that is designed to or would impede, interfere with, delay, postpone or materially adversely affect the merger or any other transactions contemplated by the merger agreement or (3) any change in any form or manner of the voting rights of any class of capital stock of EMJ.

	•	initiate, negotiate, solicit, encourage or provide confidential information to facilitate the submission of any takeover proposal;
	•	enter into any agreement with respect to any takeover proposal; or
	•	participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any takeover proposal.

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												Total
												Pro Forma				Pro Forma
				Reliance				EMJ				Adjustments				Combined
				(In thousands)
Assets
Cash and cash equivalents				$	10,419			$	8,668			$	—			$	19,087
Accounts receivable, net					394,326				180,883				—				575,209
Inventories					367,112				251,467				84,500	(a)			703,079
Prepaids and other current assets					17,631				11,631				—				29,262
Deferred income taxes					24,573				30,800				—				55,373
	Total current assets				814,061				483,449				84,500				1,382,010
Property, plant and equipment, net					470,924				124,581				226,949	(b)			822,454
Goodwill					404,464				—				384,685	(c)			789,149
Net cash surrender value of life insurance policies					—				50,509				—				50,509
Other assets (including intangibles)					38,767				9,288				56,737	(d)			104,792
		Total assets		$	1,728,216			$	667,827			$	752,871			$	3,148,914
Liabilities & Shareholders’ Equity
Accounts payable				$	159,575			$	157,275			$	—			$	316,850
Accrued expenses					22,784				39,511				—				62,295
Accrued compensation and retirement costs					47,255				30,699				—				77,954
Accrued insurance costs					24,691				—				—				24,691
Deferred income taxes					138				—				—				138
Current maturities of long-term obligations					49,164				3,222				—				52,386
	Total current liabilities				303,607				230,707				—				534,314
Long-term debt					365,275				295,516				412,959	(e)			1,073,750
Capital lease obligations					5,542				—				—				5,542
Other long-term liabilities					16,030				13,656				4,145	(f)			33,831
Deferred income taxes					55,613				2,645				134,500	(g)			192,758
Minority interest					14,648				—				—				14,648
Shareholders Equity:
Common equity					321,947				360,466				(33,896	) (h)			648,517
Retained earnings (losses)					645,905				(234,261	)			234,261	(h)			645,905
Accumulated other comprehensive loss					(351	)			(902	)			902	(h)			(351	)
	Total shareholders’ equity				967,501				125,303				201,267				1,294,071
		Total liabilities and shareholders’ equity		$	1,728,216			$	667,827			$	752,871			$	3,148,914

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											Total
											Pro Forma				Pro Forma
			Reliance				EMJ				Adjustments				Combined
			(In thousands, except share and per share amounts)
Net sales			$	2,498,373			$	1,313,189			$	—			$	3,811,562
Other income, net				2,709				—				1,147	(b)			3,856
				2,501,082				1,313,189				1,147				3,815,418
Costs and expenses:
	Cost of sales (exclusive of depreciation and amortization shown below)			1,831,474				993,491				—				2,824,965
	Warehouse, delivery, selling, general and administrative			375,613				191,912	(a)			18,790	(b)			586,315
	Depreciation and amortization			34,806				8,283				15,603	(c)			58,692
	Interest expense			19,290				41,272				(8,532	) (b),(d)			52,030
				2,261,183				1,234,958				25,861				3,522,002
Income before minority interest and income taxes				239,899				78,231				(24,714	)			293,416
Minority interest				(6,271	)			—				—				(6,271	)
Income before provision for income taxes				233,628				78,231				(24,714	)			287,145
Provision for income taxes				88,779				(22,658	)			42,994	(e)			109,115
Net income				144,849				100,889				(67,708	)			178,030
Net income available to common shareholders			$	144,849			$	100,889			$	(67,708	)		$	178,030
Earnings per share — diluted			$	4.38			$	2.55							$	4.72	(f)
Weighted average shares outstanding — diluted				33,062,949				39,529,000								37,724,951	(f)
Earnings per share — basic			$	4.40			$	2.73							$	4.74	(f)
Weighted average shares outstanding — basic				32,888,726				36,951,000								37,550,728	(f)

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											Total
											Pro Forma				Pro Forma
			Reliance				EMJ				Adjustments				Combined
			(In thousands, except share and per share amounts)
Net sales			$	2,943,034			$	1,474,655			$	—			$	4,417,689
Other income, net				4,168				—				(3,536	) (b)			632
				2,947,202				1,474,655				(3,536	)			4,418,321
Operating expenses:
	Cost of sales (exclusive of depreciation and amortization shown below)			2,110,848				1,064,607				—				3,175,455
	Warehouse, delivery, selling, general and administrative			483,887				270,174	(a)			18,238	(b)			772,299
	Depreciation and amortization			44,627				11,576				20,804	(c)			77,007
	Interest expense			28,690				88,319				(48,745	) (b),(d)			68,264
				2,668,052				1,434,676				(9,703	)			4,093,025
Income before minority interest and income taxes				279,150				39,979				6,167				325,296
Minority interest				(9,182