<PAGE> 1
As filed with the Securities and Exchange Commission June 27, 1996
File No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________
RYERSON TULL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-3431962
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
2621 WEST 15TH PLACE 60608
CHICAGO, ILLINOIS (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(312) 762-2121
RYERSON TULL
1996 INCENTIVE STOCK PLAN
(FULL TITLE OF THE PLAN)
CHARLES B. SALOWITZ
SECRETARY
30 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
(312) 346-0300
(AGENT FOR SERVICE)
___________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share* Offering Price* Registration Fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, $1.00 par
value, including preferred
share purchase rights . . . 2,300,000 Shares $16.00 $36,800,000 $12,689.66
- -------------------------------------------------------------------------------------------------------------
</TABLE>
* Estimated solely for the purpose of computing the registration fee on
the basis of the average of the high and low prices for the Common Stock
as reported on the New York Stock Exchange June 24, 1996.
================================================================================
<PAGE> 2
Part II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have heretofore been filed by Ryerson
Tull, Inc. (the "Company" or "Registrant") with the Securities and Exchange
Commission are incorporated by reference herein and shall be deemed to be a
part hereof:
(a) The description of Class A Common Stock, $1.00 par value per
share, and associated preferred share purchase rights,
included in the Company's Registration Statements on Form 8-A
filed with the Commission on May 24, 1996 (File No. 1-11767);
(b) Prospectus dated June 20, 1996 filed with the Commission under
Rule 424(b)(4) (File No. 333-3229).
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated herein by
reference and shall be deemed a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the shares of Common Stock registered hereunder
will be passed upon for the Company by George A. Ranney, Jr., the Vice
President and General Counsel of Inland Steel Industries, Inc. ("ISI"), the
majority stockholder of the Company. Mr. Ranney is also a partner in the law
firm of Mayer, Brown & Platt. As of June 1, 1996, Mr. Ranney owned 7,300
shares of ISI's common stock and also held options to purchase 48,000 shares of
ISI's common stock, of which none are currently exercisable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) The Delaware GCL (Section 145) (i) gives Delaware corporations
broad power to indemnify their present and former directors, officers,
employees and agents and those of affiliated corporations against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her in connection with the defense
of any lawsuit or proceeding to which they are made parties by reason of being
or having been such directors, officers, employees or agents if such person
acted in good faith and in a manner he or she reasonably believed to be in and
not opposed to the best interests of the corporation; (ii) gives corporations
power to indemnify any person who was or is a party or is threatened to be made
a party to a lawsuit or proceeding by or in the right of the corporation by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation or an affiliated corporation against expenses
(including attorneys' fees) actually and reasonable incurred by such person in
the defense or settlement of such action if such person acted in good faith and
in a manner he or she reasonably believed to be in and not opposed to the best
interests of the
<PAGE> 3
corporation and except that no indemnification may be made in respect of any
action as to which such person shall have been adjudged to be liable to the
corporation unless only to the extent that a court determines upon application
that such person is fairly and reasonably entitled to indemnity for such
expenses which such court deems proper; (iii) gives a director, officer,
employee or agent who successfully defends an action the right to be so
indemnified for expenses (including attorneys' fees) actually and reasonably
incurred by such director, officer, employee or agent; and (iv) authorizes the
Registrant to buy directors' and officers' liability insurance. Such
indemnification is not exclusive to any other rights to which those indemnified
may be entitled under any by-laws, agreement, vote of stockholders or
disinterested directors or otherwise.
(b) Article XI of the Registrant's Certificate of Incorporation
and Article VI of the By-Laws of the Registrant provides for indemnification of
directors, officers, employees and agents to the fullest extent not prohibited
by law.
(c) In accordance with Section 102(b)(7) of the Delaware GCL, the
Registrant's Certificate of Incorporation provides that directors shall not be
liable for monetary damages for breaches of their fiduciary duty as directors
except to the extent such exemption from liability or limitation thereof is not
permitted under the Delaware GCL as the same exists or may be amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Index to Exhibits.
ITEM 9. UNDERTAKINGS.
A. Rule 415 Offering.
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 of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
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 the registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
Provided, however, that paragraphs (A)(1)(i) and
(A)(1)(ii) do not apply if the registration
statement is on Form S-3 or Form S-8, and the
information required to be included in a
post-effective amendment by those paragraphs is
contained in
<PAGE> 4
periodic reports filed by the registrant pursuant
to section 13 or section 15(d) of the Exchange
Act that are incorporated by reference in the
registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
B. Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) 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.
C. Indemnification of Directors and Officers.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions of the registrant's
restated certificate of incorporation or by-laws or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act of 1933 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 its 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 of 1933 and will be governed by the final adjudication of such
issue.
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois, on June 20, 1996.
RYERSON TULL, INC.
By /S/ Jay M. Gratz
--------------------------------------
Jay M. Gratz
Vice President, Finance and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on June 20, 1996.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/S/ Neil S. Novich President, Chief Executive Officer and Director
- ---------------------------------------------------
Neil S. Novich
/S/ Jay M. Gratz Vice President, Finance and Chief Financial
- --------------------------------------------------- Officer
Jay M. Gratz
/S/ Lily L. May Controller
- ---------------------------------------------------
Lily L. May
* Robert J. Darnall Chairman of the Board
- ---------------------------------------------------
Robert J. Darnall
* James A. Henderson Director
- ---------------------------------------------------
James A. Henderson
* Donald S. Perkins Director
- ---------------------------------------------------
Donald S. Perkins
* Jean-Pierre Rosso Director
- ---------------------------------------------------
Jean-Pierre Rosso
*By/S/ George A. Ranney, Jr.
------------------------------------------------
George A. Ranney, Jr.
Attorney-in-fact
</TABLE>
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description of Document Page Number
- ------ ----------------------- ----------------
<S> <C>
3.1 Restated Certificate of Incorporation of the Registrant
(Incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1, File No. 333-3229)
3.2 Restated By-Laws of the Registrant (Incorporated by reference
to Exhibit 3.2 to the Registrant's Registration Statement on
Form S-1, File No. 333-3229)
4 Ryerson Tull 1996 Incentive Stock Plan (Incorporated by reference
to Exhibit 10.11 to the Registrant's Registration Statement on
Form S-1, File No. 333-3229)
5 Opinion of George A. Ranney, Jr. . . . . . . . . . . . . . . . .
23.1 Consent of Price Waterhouse LLP . . . . . . . . . . . . . . . .
23.2 Consent of George A. Ranney, Jr. (included in his opinion
filed as Exhibit 5 hereto)
24 Powers of Attorney . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>
<PAGE> 1
EXHIBIT 5
INLAND STEEL INDUSTRIES LETTERHEAD
July 26, 1996
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Ryerson Tull, Inc.
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
I am Vice President and General Counsel of Inland Steel
Industries, Inc., a Delaware corporation, and as such have acted as counsel to
its majority-owned subsidiary Ryerson Tull, Inc., a Delaware corporation (the
"Company"), and am familiar with the corporate proceedings taken and to be
taken in connection with the registration under the Securities Act of 1933, as
amended, of 2,300,000 shares (the "Shares") of Class A Common Stock, $1.00 par
value per share, of the Company issuable pursuant to the Ryerson Tull 1996
Incentive Stock Plan (the "Plan").
As such Counsel, I have examined and am familiar with the
Amended Certificate of Incorporation, and the By-laws, as amended, of the
Company and with the corporate proceedings of the Company taken with respect to
the authorization of the issuance of the Shares. I have also examined such
other documents as I have deemed necessary for the purpose of this opinion.
On the basis of the foregoing, I am of the opinion that:
(1) The Company is a duly organized and validly existing
corporation under the laws of the State of Delaware; and
(2) The issuance of the Shares has been duly authorized
and the Shares, when issued as contemplated in the Plan, will be
duly and validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement being filed in connection with the above-mentioned
registration.
Very truly yours,
/S/ George A. Ranney, Jr.
George A. Ranney, Jr.
Vice President
and General Counsel
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement on
Form S-8 of our report dated February 19, 1996, relating to the financial
statements of Ryerson Tull, Inc. (formerly Inland Materials Distribution Group,
Inc.) (the "Company"), which appears on page F-2 of the Company's Registration
Statement (No. 333-3229) on Form S-1. We also consent to the application of
such report to the Financial Statement Schedules for the three years ended
December 31, 1995 listed under item 16(b) of the Registration Statement (No.
333-3229) on Form S-1 when such schedules are read in conjunction with the
financial statements referred to in our report. The audits referred to in such
report also include these schedules.
PRICE WATERHOUSE LLP
Chicago, Illinois
June 26, 1996
<PAGE> 1
EXHIBIT 24
RYERSON TULL, INC.
POWER OF ATTORNEY
_____________________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a
director and(or) officer of Ryerson Tull, Inc., a Delaware corporation (the
"Corporation"), do hereby nominate, constitute and appoint Robert J. Darnall,
Neil S. Novich, George A. Ranney, Jr., Jay M. Gratz, and Charles B. Salowitz,
or any one or more of them, my true and lawful attorneys-in-fact and agents to
do any and all acts and things and to execute any and all instruments which
said attorneys-in-fact and agents, or any of them, may deem necessary or
advisable to enable the Corporation to comply with the Securities Act of 1933,
as amended, and any requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under said Act of not to
exceed 2,300,000 shares of Class A Common Stock, $1.00 par value per share, of
the Corporation covered by the Ryerson Tull Incentive Stock Plan and not to
exceed 100,000 shares of Class A Common Stock, $1.00 par value per share, of
the Corporation covered by the Ryerson Tull Directors' Compensation Plan,
including specifically, but without limitation thereof, full power and
authority to sign my name as a director and(or) officer of the Corporation to
registration statements on Form S-8, or such other form for the registration of
securities as the Securities and Exchange Commission may require covering such
shares and to any amendment or amendments (including, without limitation,
post-effective amendments) or supplements to said registration statement or
statements and to the prospectus or prospectuses relating thereto, and to
certify on my behalf that, to the best of my knowledge and belief, the
Corporation meets all of the requirements for filing on Form S-8; hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of
June, 1996.
/S/ James A. Henderson
----------------------
<PAGE> 2
RYERSON TULL, INC.
POWER OF ATTORNEY
_____________________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a
director and(or) officer of Ryerson Tull, Inc., a Delaware corporation (the
"Corporation"), do hereby nominate, constitute and appoint Robert J. Darnall,
Neil S. Novich, George A. Ranney, Jr., Jay M. Gratz, and Charles B. Salowitz,
or any one or more of them, my true and lawful attorneys-in-fact and agents to
do any and all acts and things and to execute any and all instruments which
said attorneys-in-fact and agents, or any of them, may deem necessary or
advisable to enable the Corporation to comply with the Securities Act of 1933,
as amended, and any requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under said Act of not to
exceed 2,300,000 shares of Class A Common Stock, $1.00 par value per share, of
the Corporation covered by the Ryerson Tull Incentive Stock Plan and not to
exceed 100,000 shares of Class A Common Stock, $1.00 par value per share, of
the Corporation covered by the Ryerson Tull Directors' Compensation Plan,
including specifically, but without limitation thereof, full power and
authority to sign my name as a director and(or) officer of the Corporation to
registration statements on Form S-8, or such other form for the registration of
securities as the Securities and Exchange Commission may require covering such
shares and to any amendment or amendments (including, without limitation,
post-effective amendments) or supplements to said registration statement or
statements and to the prospectus or prospectuses relating thereto, and to
certify on my behalf that, to the best of my knowledge and belief, the
Corporation meets all of the requirements for filing on Form S-8; hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of
June, 1996.
/S/ Robert J. Darnall
----------------------
<PAGE> 3
RYERSON TULL, INC.
POWER OF ATTORNEY
_____________________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a
director and(or) officer of Ryerson Tull, Inc., a Delaware corporation (the
"Corporation"), do hereby nominate, constitute and appoint Robert J. Darnall,
Neil S. Novich, George A. Ranney, Jr., Jay M. Gratz, and Charles B. Salowitz,
or any one or more of them, my true and lawful attorneys-in-fact and agents to
do any and all acts and things and to execute any and all instruments which
said attorneys-in-fact and agents, or any of them, may deem necessary or
advisable to enable the Corporation to comply with the Securities Act of 1933,
as amended, and any requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under said Act of not to
exceed 2,300,000 shares of Class A Common Stock, $1.00 par value per share, of
the Corporation covered by the Ryerson Tull Incentive Stock Plan and not to
exceed 100,000 shares of Class A Common Stock, $1.00 par value per share, of
the Corporation covered by the Ryerson Tull Directors' Compensation Plan,
including specifically, but without limitation thereof, full power and
authority to sign my name as a director and(or) officer of the Corporation to
registration statements on Form S-8, or such other form for the registration of
securities as the Securities and Exchange Commission may require covering such
shares and to any amendment or amendments (including, without limitation,
post-effective amendments) or supplements to said registration statement or
statements and to the prospectus or prospectuses relating thereto, and to
certify on my behalf that, to the best of my knowledge and belief, the
Corporation meets all of the requirements for filing on Form S-8; hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of
June, 1996.
/S/ Neil S. Novich
--------------------
<PAGE> 4
RYERSON TULL, INC.
POWER OF ATTORNEY
_____________________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a
director and(or) officer of Ryerson Tull, Inc., a Delaware corporation (the
"Corporation"), do hereby nominate, constitute and appoint Robert J. Darnall,
Neil S. Novich, George A. Ranney, Jr., Jay M. Gratz, and Charles B. Salowitz,
or any one or more of them, my true and lawful attorneys-in-fact and agents to
do any and all acts and things and to execute any and all instruments which
said attorneys-in-fact and agents, or any of them, may deem necessary or
advisable to enable the Corporation to comply with the Securities Act of 1933,
as amended, and any requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under said Act of not to
exceed 2,300,000 shares of Class A Common Stock, $1.00 par value per share, of
the Corporation covered by the Ryerson Tull Incentive Stock Plan and not to
exceed 100,000 shares of Class A Common Stock, $1.00 par value per share, of
the Corporation covered by the Ryerson Tull Directors' Compensation Plan,
including specifically, but without limitation thereof, full power and
authority to sign my name as a director and(or) officer of the Corporation to
registration statements on Form S-8, or such other form for the registration of
securities as the Securities and Exchange Commission may require covering such
shares and to any amendment or amendments (including, without limitation,
post-effective amendments) or supplements to said registration statement or
statements and to the prospectus or prospectuses relating thereto, and to
certify on my behalf that, to the best of my knowledge and belief, the
Corporation meets all of the requirements for filing on Form S-8; hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of
June, 1996.
/S/ Donald S. Perkins
---------------------
<PAGE> 5
RYERSON TULL, INC.
POWER OF ATTORNEY
_____________________
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a
director and(or) officer of Ryerson Tull, Inc., a Delaware corporation (the
"Corporation"), do hereby nominate, constitute and appoint Robert J. Darnall,
Neil S. Novich, George A. Ranney, Jr., Jay M. Gratz, and Charles B. Salowitz,
or any one or more of them, my true and lawful attorneys-in-fact and agents to
do any and all acts and things and to execute any and all instruments which
said attorneys-in-fact and agents, or any of them, may deem necessary or
advisable to enable the Corporation to comply with the Securities Act of 1933,
as amended, and any requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under said Act of not to
exceed 2,300,000 shares of Class A Common Stock, $1.00 par value per share, of
the Corporation covered by the Ryerson Tull Incentive Stock Plan and not to
exceed 100,000 shares of Class A Common Stock, $1.00 par value per share, of
the Corporation covered by the Ryerson Tull Directors' Compensation Plan,
including specifically, but without limitation thereof, full power and
authority to sign my name as a director and(or) officer of the Corporation to
registration statements on Form S-8, or such other form for the registration of
securities as the Securities and Exchange Commission may require covering such
shares and to any amendment or amendments (including, without limitation,
post-effective amendments) or supplements to said registration statement or
statements and to the prospectus or prospectuses relating thereto, and to
certify on my behalf that, to the best of my knowledge and belief, the
Corporation meets all of the requirements for filing on Form S-8; hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of
June, 1996.
/S/ Jean-Pierre Rosso
---------------------
