As filed with the Securities and Exchange Commission on April 4, 2006

Registration No. 333-          

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

RELIANCE STEEL & ALUMINUM CO.

California		95-1142616
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

350 South Grand Avenue, Suite 5100
Los Angeles, California 90071
(213) 687-7700
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

David H. Hannah
Chief Executive Officer
Reliance Steel & Aluminum Co.
350 South Grand Avenue, Suite 5100
Los Angeles, California 90071
(213) 687-7700
(Name, address, including zip code, and telephone number, including area code, of agent for service)

David R. Decker, Esq. Lord, Bissell & Brook LLP 300 S. Grand Avenue, Suite 800 Los Angeles, California 90071 (213) 485-1500		Kay Rustand, Esq. Vice President and General Counsel Reliance Steel & Aluminum Co. 350 South Grand Avenue, Suite 5100 Los Angeles, California 90071 (213) 687-7700		Richard D. Bohm, Esq. Debevoise & Plimpton LLP 919 Third Avenue New York, New York 10022 (212) 909-6000

     Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ

     If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

CALCULATION OF REGISTRATION FEE

Proposed Maximum

Proposed Maximum

Title of Each Class of

Amount to be

Offering Price

Aggregate

Amount of

Securities to be Registered

Registered(1)

per Share (2)

Offering Price

Registration Fee

Common stock, no par value

2,248,296

$96.70

$217,410,223

$23,263

 

 

RELIANCE STEEL & ALUMINUM CO.

2,248,296 Shares of Common Stock, no par value

     This prospectus relates solely to the resale from time to time of up to an aggregate of 2,248,296 shares of common stock of Reliance Steel & Aluminum Co. (“Reliance,” the “Company,” “we” or “us”) by the shareholders identified in this prospectus which either have contractual registration rights with us or are individuals affiliated with the shareholders who have contractual registration rights. The selling shareholders may sell none, some or all of the shares offered by this prospectus. We cannot predict when or in what amounts the selling shareholders may sell any of the shares offered by this prospectus.

     On April 3, 2006, we completed a merger transaction wherein we acquired all of the outstanding stock of Earle M. Jorgensen Company. In connection with the acquisition, we entered into a registration rights agreement with four partnerships affiliated with Kelso & Company pursuant to which we have agreed to file with the U.S. Securities and Exchange Commission, or SEC, a registration statement covering our common stock issued to them in the merger. Upon completion of the merger, we issued 2,245,576 shares of our common stock to such partnerships. This prospectus forms a part of the registration statement filed by us as required by the registration rights agreement. As an accommodation to those four partnerships, we have also agreed to register in this registration statement 2,720 shares of our common stock acquired in the merger by three individuals affiliated with those partnerships.

     The selling shareholders identified in this prospectus may offer the shares from time to time as each selling shareholder may determine through public or private transactions or through other means described in the section entitled “Plan of Distribution” beginning on page 8 at prevailing market prices, at prices different than prevailing market prices or at privately negotiated prices.

     We will not receive any of the proceeds from the sale of these shares by the selling shareholders. We have agreed to pay all expenses relating to registering the securities, except the fees of counsel for the selling shareholders. The selling shareholders will pay any brokerage commissions and/or similar charges incurred for the sale of these shares of our common stock.

     Our common stock is listed on the New York Stock Exchange under the ticker symbol “RS”. The last reported sale price of our common stock on April 3, 2006 was $95.94 per share.

Investing in our common stock involves risks. See Risk Factors” on page 5.

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is April 4, 2006.

TABLE OF CONTENTS

		Page
ABOUT THIS PROSPECTUS			1
SUMMARY OF THE PROSPECTUS			1
THE OFFERING			4
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS			4
RISK FACTORS			5
USE OF PROCEEDS			6
SELLING SHAREHOLDERS			7
PLAN OF DISTRIBUTION			8
UNAUDITED PRO FORMA FINANCIAL INFORMATION			11
DESCRIPTION OF CAPITAL STOCK			16
EXPERTS			16
LEGAL MATTERS			17
WHERE YOU CAN FIND MORE INFORMATION			17

THE OFFERING

Common stock being offered for resale to the public by the Selling Shareholders		2,248,296 shares
Total Proceeds		We will not receive any proceeds from the resale of our common stock pursuant to this offering
NYSE Symbol		RS
Risk Factors		See “Risk Factors” and the other information incorporated by reference in this prospectus for a discussion of risk factors you should carefully consider before deciding to invest in our common stock

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

     The statements contained in or incorporated by reference in this prospectus that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as “expect,” “believe,” “anticipate,” “project,” “estimate,” “predict,” “intend,” “should,” “could,” “may,” “might,” or similar expressions or the negative of any of these terms as they relate to Reliance are intended to identify such forward-looking statements.

     Forward-looking statements involve known and unknown risks and uncertainties. Various factors, such as the “Risk Factors” listed below and further discussed in detail in the section entitled “Risk Factors” following this section may cause our actual results, performance, or achievements to be materially different from those expressed or implied by any forward-looking statements. Among the factors that could cause our results to differ are the following:

	•		Our interest rates on our debt could change. The interest rates on our variable rate debt increased steadily during 2005, and we anticipate that these rates will continue to increase through 2006.
	•		Foreign currency exchange rates could change, which could affect the price we pay for certain metals and the results of our foreign operations.
	•		Our acquisitions might fail to perform as we anticipate. This could result in an impairment charge to write off some or all of the goodwill for that entity.
	•		Our future operating results depend on a number of factors beyond our control, such as the prices for and the availability of metals, which could cause our results to fluctuate significantly over time. During periods of low customer demand it could be more difficult for us to pass through price increases to our customers, which could reduce our gross profit and net income.
	•		We service industries that are highly cyclical, and downturns in our customers’ industries could reduce our revenue and profitability.
	•		Changes in demand for the products we sell 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 our gross profit.
	•		The success of our business is affected by general economic conditions and, accordingly, our business was adversely impacted by the economic slowdown or recession in 2003, 2002 and 2001. This could occur in future periods.

	•		Our business is very competitive and increased competition could reduce our gross profit margins and net income.
	•		As a decentralized business, we depend on both senior management and our operating employees; if we are unable to attract and retain these individuals, our results of operations may decline.
	•		We may not be able to consummate future acquisitions, and those acquisitions that we do complete may be difficult to integrate into our business.
	•		We are subject to various environmental and other governmental regulations which may require us to expend significant capital and incur substantial costs.
	•		If existing shareholders sell their shares, the market price of our common stock could be depressed.
	•		Principal shareholders who own a significant number of our shares may have interests that conflict with yours.
	•		We have implemented a staggered or classified Board that may adversely impact your rights as a shareholder.
	•		We may discover internal control deficiencies in our decentralized operations or in an acquisition that must be reported in our SEC filings, which may result in a negative reaction that adversely impacts our stock price.

     Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future performance or results. We are not obligated to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should consider these risks when reading any forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing. New risks and uncertainties may arise from time to time. We cannot predict these events or how they might impact us.

RISK FACTORS

     Investing in our securities involves risks. Potential investors are urged to read and consider the risk factors relating to an investment in Reliance described in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q, each filed with the SEC and incorporated by reference in this prospectus. Before making an investment decision, you should carefully consider those risks as well as those set forth below and other information we include or incorporate by reference in this prospectus and any prospectus supplement. The risks and uncertainties we have described are not the only ones facing our company. Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also affect our business operations. To the extent a particular offering implicates additional risks, we will include a discussion of those risks in the applicable prospectus supplement.

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

     Immediately following the EMJ merger, our officers, directors and significant shareholders (including the selling shareholders) will own approximately 7.3 million shares or approximately 19.4% of our outstanding shares of common stock that would be eligible to be resold into the public market. The selling shareholders have advised us that they intend to sell their positions in our common stock as expeditiously as possible. If these shareholders sell a large number of our shares or if there is a perception that any of them intend to sell a large number of shares, the market price of our common stock could decline, as these sales could be viewed by the public as an indication of unfavorable prospects for our operations.

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

     The merger involves the integration of two companies that have previously operated independently. As with every merger, there are potential difficulties of combining the companies’ businesses. These may include the integration of EMJ’s sales and marketing, distribution, processing, finance and administrative operations, with and into our operations. The transition of certain processes following the merger could cause an interruption of, or loss of momentum in, the activities of one or more of the combined company’s businesses and the loss of key personnel. The diversion of management’s attention to any delays or difficulties encountered in connection with the merger and the integration of the two companies’ operations of these businesses could have an adverse effect on our business, results of operations, financial condition or prospects after the merger.

USE OF PROCEEDS

     We will not receive any proceeds from the resale of our common stock under this offering.

SELLING SHAREHOLDERS

     The selling shareholders may from time to time offer and sell any or all of the shares of our common stock set forth below pursuant to this prospectus. When we refer to “selling shareholders” in this prospectus, we mean those persons listed in the table below.

     The following table sets forth, as of the date of this prospectus, the name of each selling shareholder for whom we are registering shares for resale to the public, and the number of shares of common stock that each selling shareholder may offer pursuant to this prospectus. The selling shareholders listed below acquired their Reliance shares as merger consideration in the EMJ merger in exchange for their shares of EMJ common stock. None of the selling shareholders has, or within the past three years has had, any material relationship with us or any of our predecessors (other than EMJ) or affiliates and we are advised that none of the selling shareholders is or was affiliated with registered broker-dealers.

     Based on the information provided to us by each selling shareholder and as of the date the same was provided to us, assuming that the selling shareholders sell all of the shares of our common stock set forth below in the column entitled “Number of Shares of Common Stock Owned Prior to Offering” and do not acquire any additional shares during the offering, each selling shareholder will not own any shares other than those appearing in the column entitled “Number of Shares of Common Stock Owned After the Offering.” We cannot advise you as to whether the selling shareholders will in fact sell any or all of such shares of common stock. In addition, the selling shareholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, the shares of our common stock in transactions exempt from the registration requirements of the Securities Act after the date on which they provided the information set forth on the table below.

		Number of Shares of								Number of Shares of
		Common Stock Owned				Total Number of				Common Stock Owned				Percentage of
Name of Selling		Prior to the				Securities Being				After the				Common Stock Owned
Shareholder		Offering				Registered				Offering(1)				After the Offering
Kelso Investment Associates IV, L.P.			2,002,166				2,002,166				0				0	%
KIA III — Earle M. Jorgensen, L.P.			152,062				152,062				0				0	%
Kelso Investment Associates, L.P.			90,312				90,312				0				0	%
Kelso Equity Partners II, L.P.			1,036				1,036				0				0	%
George E. Matelich			446				446				0				0	%
Thomas R. Wall, IV			446				446				0				0	%
Frank T. Nickell(2)			1,828				1,828				0				0	%

PLAN OF DISTRIBUTION

     We are registering the shares of common stock covered by this prospectus for the selling shareholders. The common stock may be sold from time to time by the selling shareholders. Such sales may be made on the New York Stock Exchange, in the over-the-counter market at prices and at terms then prevailing or at prices related to the then current market price, or in negotiated transactions. The selling shareholders will act independently of Reliance in making decisions with respect to the timing, manner and size of each sale.

     The selling shareholders may negotiate and pay underwriters’ or broker-dealers’ commissions, discounts or concessions for their services as applicable. Underwriters or broker-dealers engaged by the selling shareholders may allow other underwriters or broker- dealers to participate in resales.

     The common stock may be sold in one or more of the following types of transactions:

     (a) A sale to one or more underwriters for resale to the public or to institutional investors in one or more transactions;

          (i) If a selling shareholder notifies us of any material arrangement that it has entered into with an underwriter(s), we will execute an underwriting agreement with such underwriter(s) and file a supplemental prospectus, if required, pursuant to Rule 424(b) under the Securities Act of 1933. In that supplemented prospectus, we will disclose the name of each such underwriter, the number of shares to be sold, the price at which such shares were sold to each such underwriter, the commissions paid or discounts or concessions allowed to such underwriter(s), where applicable, and any other facts material to the transaction.

          (ii) The selling shareholders and any underwriters involved in the sale or resale of the common stock may qualify as “underwriters” within the meaning of Section 2(a)(11) of the Securities Act. In addition, the underwriters’ commissions, discounts or concessions may qualify as underwriters’ compensation under the Securities Act. If a selling shareholder qualifies as an “underwriter,” it will be subject to the prospectus delivery requirements of Section 5(b)(2) of the Securities Act.

     (b) A block trade in which a selling shareholder will engage a broker-dealer as agent, who will then attempt to sell the common stock, or position and resell a portion of the block, as principal, in order to facilitate the transaction;

     (c) Derivative transactions with third parties. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by the selling shareholder or borrowed from the selling shareholder or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from the selling shareholder in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be identified in the applicable prospectus supplement (or a post-effective amendment).

     (d) Other hedging transactions, whereby the selling shareholder may:

          (i) enter into transactions with a broker-dealer or affiliate thereof in connection with which such broker-dealer or affiliate will engage in short sales of the common stock pursuant to this prospectus, in which case such broker-dealer of affiliate may use shares of common stock received from the selling shareholders to close out its short positions;

          (ii) sell common stock short itself and redeliver such shares to close out its short positions;

     (e) Sales to third parties who may deliver the common stock upon exchange of exchangeable securities issued by such third parties or their affiliates, which in either case may deliver this prospectus in connection with the sale of those exchangeable securities. Such transactions may be combined with other

transactions of the types described above. In particular, such third parties or their affiliates may engage in sales of common stock (including short sales) to hedge their position prior to the exchange of their exchangeable securities, may deliver this prospectus in connection with some or all of those sales and may deliver shares of common stock covered by this prospectus to close out any short positions created in connection with those sales.

     (f) Ordinary broker’s transactions and transactions in which the broker solicits purchasers; and

     (g) private negotiated transactions.

     In addition to selling its common stock under this prospectus, a selling shareholder may:

     (a) agree to indemnify any underwriter or broker-dealer against certain liabilities related to the selling of the common stock, including liabilities arising under the Securities Act;

     (b) transfer its common stock in other ways not involving market maker or established trading markets, including directly by gift, distribution, or other transfer;

     (c) sell its common stock under Rule 144 or Rule 145 of the Securities Act rather than under this prospectus, if the transaction meets the requirements of Rule 144 or Rule 145; or

     (d) sell its common stock by any other legally available means.

     For any particular offering pursuant to the shelf registration statement dated April 4, 2006, of which this prospectus is a part:

     (a) an underwriter may allow, and dealers may reallow, concessions on sales to certain other dealers;

     (b) we and the selling shareholders may agree to indemnify an underwriter against certain liabilities, including liabilities under the Securities Act, or to contribute to payments an underwriter may be required to make in connection with these liabilities; and

     (c) we, our executive officers, our directors, and the other selling shareholders may agree, subject to certain exceptions, that for a certain period from the date of the prospectus supplement under which the securities are offered, we and they will not, without the prior written consent of an underwriter, offer, sell, contract to sell, pledge or otherwise dispose of any shares of our common stock or any securities convertible into or exchangeable for our common stock. However, an underwriter, in its sole discretion, may release any of the securities subject to these lock-up agreements at any time without notice.

     In connection with any particular offering pursuant to the shelf registration statement dated April 4, 2006, of which this prospectus is a part, an underwriter may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids.

•

Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum price.

•

Over-allotment involves sales by an underwriter of shares in excess of the number of shares an underwriter is obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by an underwriter is not greater than the number of shares that it may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. An underwriter may close out any short position by either exercising its over-allotment option and/or purchasing shares in the open market.

	•		Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, an underwriter will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. If an underwriter sells more shares than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if an underwriter is concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.
	•		Penalty bids permit representatives to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

     These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of the common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the New York Stock Exchange or otherwise and, if commenced, may be discontinued at any time.

     A prospectus in electronic format may be made available on the web sites maintained by an underwriter, or selling group member, if any, participating in any particular offering and an underwriter participating in any particular offering may distribute prospectuses electronically. Any representatives may agree to allocate a number of shares to an underwriter and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by an underwriter and selling group members that will make internet distributions on the same bases as other allocations.

     Any selling shareholder who is a “broker dealer” will be deemed to be an “underwriter” within the meaning of Section 2(11) of the Securities Act, unless such selling shareholder purchased its shares in the ordinary course of business, and at the time of its purchase of the shares to be resold, did not have any view to or arrangements or understandings, directly or indirectly, with any person to distribute the shares. The selling shareholders have each informed us that they are not registered broker dealers.

RELIANCE STEEL & ALUMINUM CO.
UNAUDITED PRO FORMA FINANCIAL INFORMATION

     UNAUDITED PRO FORMA COMBINED BALANCE SHEET As of December 31, 2005 (In thousands except share amounts)

										Total
										Pro Forma				Pro Forma
		Reliance				EMJ				Adjustments				Combined
Assets
Cash and cash equivalents		$	35,022			$	9,873			$	—			$	44,895
Accounts receivable, net			369,931				176,814				—				546,745
Inventories			387,385				256,898				86,398	(a)			730,681
Prepaids and other current assets			19,009				11,122				—				30,131
Deferred income taxes			36,001				25,017				—				61,018
Total current assets			847,348				479,724				86,398				1,413,470
Property, plant and equipment, net			479,719				134,500				243,787	(b)			858,006
Goodwill			384,730				—				414,535	(c)			799,265
Net cash surrender value of life insurance policies			—				34,618				—				34,618
Other assets (including intangibles)			57,273				8,927				60,947	(d)			127,147
Total assets		$	1,769,070			$	657,769			$	805,669			$	3,232,508
Liabilities & Shareholders’ Equity
Accounts payable		$	188,584			$	162,376			$	—			$	350,960
Accrued expenses			19,234				13,673				—				32,907
Accrued compensation and retirement costs			52,354				35,645				—				87,999
Accrued insurance costs			23,372				—				—				23,372
Deferred income taxes			214				—				—				214
Current maturities of long-term obligations			49,525				4,433				—				53,958
Current maturities of capital lease obligations			536				—				—				536
Total current liabilities			333,819				216,127				—				549,946
Long-term debt			301,275				281,463				415,469	(e)			998,207
Capital lease obligations			5,515				—				—				5,515
Other long-term liabilities			15,660				13,583				4,145	(f)			33,388
Deferred income taxes			65,808				2,645				142,700	(g)			211,153
Minority interest			17,128				—				—				17,128
Common equity			325,010				360,755				26,551	(h)			712,316
Retained earnings (losses)			704,530				(216,096	)			216,096	(h)			704,530
Accumulated other comprehensive loss			325				(708	)			708	(h)			325
Total shareholders’ equity			1,029,865				143,951				243,355				1,417,171
Total liabilities and shareholders’ equity		$	1,769,070			$	657,769			$	805,669			$	3,232,508

RELIANCE STEEL & ALUMINUM CO.
NOTES TO UNAUDITED PRO FORMA COMBINED BALANCE SHEET

(a)		Inventories — Represents the pro forma adjustment to record inventories at fair market value based upon preliminary estimates.
(b)		Property, Plant, & Equipment — Represents the pro forma adjustment to record the estimated fair values of real and personal property based upon preliminary estimates. The values of these assets are subject to adjustments upon completion of third party valuations.
(c)		Goodwill — The estimated purchase price of the acquisition is based upon a price of $14.21 per share of EMJ common stock, payable approximately half in cash and half in Reliance common stock. Each EMJ stockholder will receive $6.50 in cash and a fraction of a Reliance share, for each share of EMJ common stock. The value of Reliance common stock issued for the purpose of the pro forma purchase price allocation assumes a Reliance average price of $86.43, resulting in 0.0892 of a Reliance share issued for each EMJ share.
		Under the purchase method of accounting, the purchase price is allocated to EMJ’s net tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of December 31, 2005. The fair values assigned to these assets and liabilities is preliminary and is subject to change pending the completion of third party fair value appraisals as well as pending any additional information that may come to our knowledge potentially impacting the fair values of those assets and liabilities. The purchase price of approximately $774.3 million, which includes the equity value of the outstanding shares, the cash out of the Holding options and the Reliance acquisition costs, was allocated to EMJ’s assets and liabilities on a fair value basis and resulted in estimated goodwill of approximately $415.5 million.
(d)		Other assets / Identifiable intangible assets — Represents the pro forma adjustments to record the estimated fair values of identifiable intangible assets relating to tradenames, certain customer relationships or other intangible assets from the acquisition based upon preliminary estimates. The values of these assets are subject to adjustments upon completion of third party valuations.
(e)		Debt — Represents the pro forma adjustment for incremental borrowings on Reliance’s existing line of credit to finance the cash portion of the total purchase price consideration, the adjustment to record EMJ’s senior secured notes at estimated fair market value, and to reflect additional EMJ borrowings for their share of the merger related costs. The final debt fair value determination will be based on prevailing market interest rates at the completion of the acquisition and the necessary adjustment will be amortized as a reduction (in the case of a premium to book value) or an increase (in the case of a discount to book value) to interest expense over the remaining life of the individual debt issues.
(f)		Other long term liabilities / Pension and Postretirement Benefit Obligations — Represents the pro forma adjustments to record pension and postretirement benefit obligations at fair value, based upon actuarial reports dated March 31, 2005. The final value determination of the pension and postretirement benefit obligations may differ from these estimates due to potential changes in discount rates and the rate of return on plan assets up to the date of completion of the merger.
(g)		Deferred Income Taxes — The deferred tax liability represents the pro forma adjustment for the additional book/tax differences created from the allocation of purchase price to the fair values of the acquired assets and liabilities assumed. These estimates are based on the estimated prospective statutory tax rate of 40% for the combined company and could change based on changes in the applicable tax rates and finalization of the combined company’s tax position.
(h)		Shareholders’ Equity / Accumulated Other Comprehensive Loss — Represents pro forma adjustments to eliminate the historical stockholders’ equity of EMJ and the issuance of 4,481,148 shares of Reliance common stock in connection with the acquisition. This assumes 50,237,094 shares of EMJ common stock outstanding and an average closing price of Reliance common stock for the pricing period of $86.43 per share.

RELIANCE STEEL & ALUMINUM CO.
UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
For the year ended December 31, 2005
(In thousands except share and per share amounts)

										Total
										Pro Forma				Pro Forma
		Reliance				EMJ				Adjustments				Combined
Net sales		$	3,367,051			$	1,742,007			$	—			$	5,109,058
Other income, net			3,671				—				(333	)(b)			3,338
			3,370,722				1,742,007				(333	)			5,112,396
Costs and expenses:
Cost of sales (exclusive of depreciation and amortization shown below)			2,449,000				1,312,001				—				3,761,001
Warehouse, delivery, selling, general and administrative			507,905				255,261	(a)			23,798	(b)			786,964
Depreciation and amortization			46,631				11,195				22,347	(c)			80,173
Interest expense			25,222				55,197				(12,340)(b),	(d)			68,079
			3,028,758				1,633,654				33,805				4,696,217
Income before minority interest and income taxes			341,964				108,353				(34,138	)			416,179
Minority interest			(8,752	)			—				—				(8,752	)
Income before provision for income taxes			333,212				108,353				(34,138	)			407,427
Provision for income taxes			127,775				(10,701	)			37,748	(e)			154,822
Net income			205,437				119,054				(71,886	)			252,604
Preferred dividends			—				—				—				—
Net income available to common shareholders		$	205,437			$	119,054			$	(71,886	)		$	252,604
Earnings per share – diluted		$	6.21			$	2.85							$	6.72	(f)
Weighted average shares outstanding — diluted			33,097,362				41,750,266								37,578,510	(f)
Earnings per share – basic		$	6.24			$	3.02							$	6.75	(f)
Weighted average shares outstanding – basic			32,935,034				39,418,154								37,416,182	(f)

RELIANCE STEEL & ALUMINUM CO.
NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME

(a)

EMJ Non-recurring expenses — Includes various non-recurring expenses of EMJ related to special bonuses to management, contributions to the retirement savings plan, certain advisory fees, and stock based compensation expense in accordance with SFAS No. 123, Accounting for Stock Based Compensation. The total for such non-recurring expenses was approximately $14,089,000 for the year ended December 31, 2005. Excluding these one-time charges would result in combined pro forma earnings per diluted share of $6.96 for the year ended December 31, 2005.

(b)

Reclassifications — The adjustments reflect reclassifications related to EMJ’s COLI policies to reflect the net impact of these items on the income statement in “Other income, net,” to conform to Reliance’s income statement presentation. The adjustments include a reclassification of the income earned on the policy, dividend growth and death benefits less policy premiums of the COLI policies from “Warehouse, delivery, selling, general and administrative expense” to “Other income, net.” In addition, the interest expense on the loans outstanding against the COLI policies cash surrender values was reclassified from “Interest expense” to “Other income, net.” The following summarizes the net impact of the COLI income and expense related adjustments:

		For the Year
		Ended
		12/31/2005
Increase in S,G,&A expenses		$	23,798
Decrease in Interest expense			(24,131	)
Net increase in Other income, net		$	(333	)

(c)

Depreciation and Amortization Expense — To reflect the pro forma effect on depreciation and amortization expense of the write-up of property, plant and equipment and identifiable intangible assets to their estimated fair market values at the date of the acquisition. The amount of this adjustment may change as the values of the underlying asset third-party valuations are finalized.

(d)

Interest Expense — Represents the pro forma adjustment to interest expense from the following items:

•

Interest expense of the borrowings to fund the cash portion of the acquisition and related transaction costs of Reliance and EMJ of $16,125,000 for the year ended December 31, 2005. The weighted average interest rate under Reliance’s revolving line of credit in effect during the respective periods was applied to the total borrowings made on the line of credit.

•

Amortization of the debt premium from the fair market value adjustment as a reduction to interest expense over the remaining life of EMJ’s outstanding 93/4% notes resulting from the fair valuation of the 93/4% notes which amounted to $4,334,000 for the year ended December 31, 2005. The final fair value determination of the debt will be based on prevailing market interest rates at the completion of the acquisition and the necessary adjustment will be amortized as a reduction (in the case of a premium to book value) or an increase (in the case of a discount to book value) to interest expense over the remaining lives of the indentures.

(e)

Income Tax Provision — To reflect the pro forma effect on consolidated income tax expense of the above adjustments, determined based on an estimated effective tax rate of 38% for the combined company. This estimate could change based on changes in the applicable tax rates and finalization of the combined company’s tax position.

(f)

Shares Outstanding — The pro forma combined weighted average number of basic and diluted shares outstanding is calculated by adding Reliance’s weighted average number of basic and diluted shares of common stock outstanding for the year ended December 31, 2005, and the incremental number of Reliance shares to be issued for EMJ common stock per the terms of the merger agreement. Based on the Reliance average closing price for the pricing period of $86.43, the exchange ratio is 0.0892. This exchange ratio was applied to the EMJ shares outstanding of 50,237,094 to arrive at incremental Reliance shares of 4,481,148. The following table illustrates these computations:

		For the Year Ended
Description		12/31/2005
Basic:
Reliance weighted average common shares			32,935,034
Incremental Reliance shares issued for merger			4,481,148
Pro forma combined weighted average common shares			37,416,182
Diluted:
Reliance weighted average common shares			33,097,362
Incremental Reliance shares issued for merger			4,481,148
Pro forma combined weighted average diluted shares			37,578,510

DESCRIPTION OF CAPITAL STOCK

     The description summarizes the material terms of Reliance’s capital stock. It is qualified in its entirety by reference to the applicable provisions of California law, Reliance’s restated articles of incorporation and Reliance’s restated and amended bylaws, in each case, as in effect on the date of this prospectus.

Reliance Common Stock

     Reliance is authorized to issue 100,000,000 shares of common stock, no par value per share. As of April 3, 2006, there were 33,160,050 shares of Reliance common stock outstanding. All of the issued and outstanding Reliance shares are, and upon the issuance of Reliance shares in connection with the merger will be, validly issued, fully paid and nonassessable.

     Dividend Rights

     Reliance currently pays a regular quarterly cash dividend on its common stock and has paid common stock dividends to its shareholders for the past 46 years. The current quarterly dividend is $0.10 per share.

     Voting Rights

     The holders of Reliance common stock are entitled to one vote per share on each matter submitted to a vote of shareholders.

     Liquidation Rights

     In the event of liquidation, holders of Reliance common stock would be entitled to receive proportionately any assets legally available for distribution to Reliance shareholders with respect to shares held by them, subject to any prior rights of the holders of any Reliance preferred stock then outstanding.

     Preemptive or Other Subscription Rights

     Holders of Reliance common stock do not have any preemptive rights to subscribe for any securities of Reliance.

     Conversion and Other Rights

     No conversion, redemption or sinking fund provisions apply to the Reliance common stock, and the holders of Reliance shares are not liable to further calls or assessments by Reliance.

Reliance Preferred Stock

     Reliance is authorized to issue 5,000,000 shares of preferred stock, no par value per share. As of April 3, 2006, there were no shares of Reliance preferred stock issued and outstanding. Reliance’s restated articles of incorporation provide that shares of preferred stock may be issued from time to time in one or more series by the board of directors. The board can fix the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of each series of preferred stock. The rights of preferred shareholders may supersede the rights of common shareholders.

EXPERTS

     The consolidated financial statements of Reliance, appearing in Reliance’s Annual Report (Form 10-K) for the year ended December 31, 2005 (including schedules appearing therein) and Reliance management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2005 included therein, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements and management’s

assessment are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

     The consolidated financial statements of EMJ appearing in EMJ’s Annual Report (Form 10-K) for the year ended March 31, 2005 (including schedules appearing therein), have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon included therein and have been incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

LEGAL MATTERS

     The validity of the shares of Reliance common stock offered by this prospectus will be passed upon by Lord, Bissell & Brook llp.

WHERE YOU CAN FIND MORE INFORMATION

     Reliance files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information that Reliance files at the SEC’s public reference room at 100 F Street, NE, Room 1580, Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room in Washington D.C. and in other locations. Reliance’s SEC filings are also available to the public from commercial document retrieval services and at the Internet Website maintained by the SEC at http://www.sec.gov. Copies of documents filed by Reliance with the SEC are also available at the offices of the New York Stock Exchange, 20 Broad Street, New York, NY 10005.

     Reliance has filed a registration statement on Form S-4 under the Securities Act with the SEC to register the shares of Reliance common stock offered by this prospectus. This prospectus does not contain all the information contained in the registration statement because certain parts of the registration statement are omitted in accordance with the rules and regulations of the SEC. The registration statement and the documents filed as exhibits to the registration statement are available for inspection and copying as described above.

     The SEC allows Reliance to “incorporate by reference” information into this prospectus, which means that Reliance can disclose important information to you by referring you to another document separately filed with the SEC. The information incorporated by reference is deemed to be part of this prospectus, except for any information superseded by information contained directly in this prospectus. This prospectus incorporates by reference the documents set forth below that Reliance has previously filed with the SEC. These documents contain important information about Reliance.

Reliance SEC Filings
(SEC File NO. 001-13122)		Period Covered or Date Filed
Annual Report on Form 10-K		Year ended December 31, 2005
Current Reports on Form 8-K		March 27, 2006, March 3, 2006, March 2, 2006, February 28, 2006, February 16, 2006, February 3, 2006, January 19, 2006 and January 6, 2006 (other than the portions of those documents not deemed to be filed)
The description of Reliance common stock set forth in Reliance’s Registration Statement on Form 8-A, filed with the SEC on January 2, 1994, including all amendments and reports filed for the purpose of updating such description

     Reliance also incorporates by reference additional documents that Reliance may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the termination of this offering. The additional documents so incorporated include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements.

     Reliance incorporates by reference the following documents filed by EMJ with the SEC:

	•		Annual Report on Form 10-K for the year ended March 31, 2005, filed June 29, 2006; and
	•		Quarterly Reports on Form 10-Q for the quarters ended December 30, 2005, September 28, 2005, and June 29, 2005 filed February 13, 2006, November 14, 2005 and August 11, 2005, respectively.

     You may obtain any of the documents incorporated by reference through Reliance or the SEC or its Internet website, as described above. Documents incorporated by reference are available from Reliance without charge, excluding all exhibits unless specifically incorporated by reference as an exhibit to this prospectus. You may obtain documents incorporated by reference into this prospectus by requesting them in writing or by telephone from Reliance at the following address:

Reliance Steel & Aluminum Co.
350 South Grand Avenue, Suite 5100
Los Angeles, California 90071
Attention: Investor Relations
Telephone: (213) 687-7700
www.rsac.com

     You will not be charged for any of these documents that you request. If you request any incorporated documents from Reliance, Reliance will mail them to you by first class mail, or another equally prompt means, within one business day after it receives your request.

     Reliance has not authorized anyone to give any information or make any representation about the offering or us that is different from, or in addition to, that contained in this prospectus or in any of the materials that have been incorporated in this prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this prospectus are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this prospectus does not extend to you. The information contained in this prospectus speaks only as of the date of this prospectus unless the information specifically indicates that another date applies.

RELIANCE STEEL & ALUMINUM CO.

COMMON STOCK

PROSPECTUS

APRIL 4, 2006

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The following table sets forth the estimated expenses, all of which are to be paid by us, in connection with the sale and distribution of the securities being registered:

SEC filing fee		$	23,263
Legal fees and expenses (other than for counsel for selling shareholders)*			20,000
Accounting fees and expenses*			30,000
Printing expenses*			5,000
Miscellaneous*			5,000
Total		$	83,263

Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     In Article IV of the Restated Articles of Incorporation of the Registrant, the Registrant has eliminated to the fullest extent permitted under California law the liability of directors of the Registrant for monetary damages. Additionally, the Registrant is authorized to indemnify its agents as defined in Section 317 of the California General Corporation Law for breaches of their duties to the Registrant and its shareholders through bylaw provisions or through agreements with the agents, or both, in excess of the indemnification otherwise permitted under Section 317, subject to the limits on such excess indemnification set forth in Section 204 of the California General Corporation Law. Section 5.11 of the Registrant’s Bylaws provides that the Registrant shall indemnify each of its agents against expenses, judgments, fines, settlements or other amounts actually and reasonably incurred by such person by reason of such person having been made or having been threatened to be made a party to a proceeding to the fullest extent permissible by the provisions of Section 317 of the California General Corporation Law, as amended from time to time, and that the Registrant shall advance the expenses reasonably expected to be incurred in defending any such proceeding, upon receipt of the undertaking required by Section 317(f).

     Section 204 of the California General Corporation Law allows a corporation, among other things, to eliminate or limit the personal liability of a director for monetary damages in an action brought by the corporation itself or by way of a derivative action brought by shareholders for breach of a director’s duties to the corporation and its shareholders. The provision may not eliminate or limit liability of directors for the following specified actions, however: (i) for acts or omissions that involve intentional misconduct or a knowing and culpable violation of law; (ii) for acts or omissions that a director believes to be contrary to the best interests of the corporation or its shareholders, or that involve the absence of good faith on the part of the director; (iii) for any transaction from which a director derived an improper personal benefit; (iv) for acts or omissions that show a reckless disregard of the director’s duty to the corporation or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director’s duties, of a risk of serious injury to the corporation or its shareholders; (v) for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director’s duty to the corporation or its shareholders; (vi) for transactions between the corporation and a director, or between corporations having interrelated directors and (vii) for improper distributions and stock dividends, loans and guaranties. The provision does not apply to acts or omissions occurring before the date that the provision became effective and does not eliminate or limit the liability of an officer for an act or omission as an officer, regardless of whether that officer is also a director.

     Section 317 of the California General Corporation Law gives a corporation the power to indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding, whether threatened, pending, or completed, and whether civil, criminal, administrative or investigative, by reason of the fact that that person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. A corporation may indemnify such a person against expenses, judgments, fines, settlements and other amounts actually

or reasonably incurred in connection with the proceeding, if that person acted in good faith, and in a manner that that person reasonably believed to be in the best interest of the corporation; and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful. In an action by or in the right of the corporation, no indemnification may be made with respect to any claim, issue or matter (i) as to which the person shall have been adjudged to be liable to the corporation in the performance of that person’s duty to the corporation and its shareholders, unless and only to the extent that the court in which such proceeding was brought shall determine that, in view of all of the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses; and (ii) which is settled or otherwise disposed of without court approval. To the extent that any such person has been successful on the merits in defense of any proceeding, or any claim, issue or matter therein, that person shall be indemnified against expenses actually and reasonably incurred in connection therewith. Indemnification is available only if authorized in the specific case by a majority of a quorum of disinterested directors, by independent legal counsel in a written opinion, by approval of the shareholders other than the person to be indemnified, or by the court. Expenses incurred by such a person may be advanced by the corporation before the final disposition of the proceeding upon receipt of an undertaking to repay the amount if it is ultimately determined that the person is not entitled to indemnification.

     Section 317 of the California General Corporation Law further provides that a corporation may indemnify its officers and directors in excess of the statutory provisions if authorized by its articles of incorporation and that a corporation may purchase and maintain insurance on behalf of any officer, director, employee or agent against any liability asserted or incurred in his or her capacity, or arising out of his or her status with the corporation.

     In addition to the provisions of the Restated Articles of Incorporation and Bylaws of the Registrant, the Registrant has entered into indemnification agreements with all of its present and former directors and officers, to indemnify these persons against liabilities arising from third party proceedings, or from proceedings by or in the right of the Registrant, to the fullest extent permitted by law. Additionally, the Registrant has purchased directors’ and officers’ liability insurance for the benefit of its directors and officers.

     At present, there is no pending litigation or proceeding involving a director, officer or employee of Registrant pursuant to which indemnification is sought, nor is Registrant aware of any threatened litigation that may result in claims for indemnification. Section 317 of the California General Corporation Law and the Registrant’s Bylaws provide for the indemnification of officers, directors and other corporate agents in terms sufficiently broad to indemnify such persons, under certain circumstances, for liabilities (including reimbursement of expenses incurred) arising under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Item 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     (a) Exhibits. The following exhibits are filed with this Registration Statement or incorporated by reference herein:

Exhibit		Description
2.1		Agreement and Plan of Merger, dated as of January 17, 2006, among Reliance Steel & Aluminum Co., RSAC Acquisition Corp. and Earle M. Jorgensen Company (1)
4.1		Registration Rights Agreement, dated as of January 17, 2006, among Reliance Steel & Aluminum Co. and each of the stockholders of Earle M. Jorgensen Company named therein(1)
5.1		Opinion of Lord Bissell & Brook llp regarding the validity of the securities being registered in this registration statement
9.1		Voting Agreement, dated as of January 17, 2006, among Reliance Steel & Aluminum Co. and each of the stockholders of Earle M. Jorgensen Company named therein (1)
23.1		Consent of Ernst & Young LLP, independent registered public accounting firm of Reliance Steel & Aluminum Co.
23.2		Consent of Ernst & Young LLP, independent registered public accounting firm of Earle M. Jorgensen Company

Exhibit		Description
23.3		Consent of Lord, Bissell & Brook llp (included in Exhibits 5.1)
24.1		Power of Attorney (included on signature page of this registration statement)
99.1		Certificate of Merger of Earle M. Jorgensen Company with and into RSAC Acquisition Corp., dated April 3, 2006

(1)

Incorporated by reference from Exhibits to Reliance Steel & Aluminum Co.’s Registration Statement on Form S-4, as amended, originally filed on February 7, 2006 as Commission File No. 333-131615.

Item 17. UNDERTAKINGS

     The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i) To include any prospectus required by section 10(a)(3) of the Securities Act;

          (ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 242(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

          (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that the undertakings set forth in subparagraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those subparagraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

     (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (4) That, for the purpose of determining liability under the Securities Act to any purchaser:

          (i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

          (ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an

underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

     (5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

          (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

          (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

          (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

          (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

     (6) That, for the purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (7) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 of the registration statement, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person, in connection with the securities being registered, the registrant will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Los Angeles, State of California, on April 4, 2006.

POWER OF ATTORNEY

     The officers and directors of Reliance Steel & Aluminum Co. whose signatures appear below hereby constitute and appoint David H. Hannah and Karla Lewis, or either of them, to act severally as attorneys-in-fact and agents, with power of substitution and resubstitution, for each of them in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signatures		Title		Date
/s/ David H. Hannah		Chief Executive Officer		April 4, 2006
David H. Hannah		(Principal Executive Officer); Director
/s/ Gregg J. Mollins		President and Chief Operating Officer; Director		April 4, 2006
Gregg J. Mollins
/s/ Karla Lewis		Executive Vice President and Chief Financial Officer		April 4, 2006
Karla Lewis		(Principal Financial Officer; Principal Accounting Officer)
/s/ Joe D. Crider		Chairman of the Board; Director		April 4, 2006
Joe D. Crider
/s/ Thomas W. Gimbel		Director		April 4, 2006
Thomas W. Gimbel
/s/ Douglas M. Hayes		Director		April 4, 2006
Douglas M. Hayes
/s/ Franklin R. Johnson		Director		April 4, 2006
Franklin R. Johnson

Signatures		Title		Date
/s/ Mark V. Kaminski		Director		April 4, 2006
Mark V. Kaminski
/s/ Richard J. Slater		Director		April 4, 2006
Richard J. Slater
/s/ Leslie A. Waite		Director		April 4, 2006
Leslie A. Waite