<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
DIRECTORS' COMPENSATION 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 Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Share* Price* Registration Fee
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common
Stock, $1.00
par value,
including preferred
share purchase
rights) .......... 100,000 Shares $16.00 $1,600,000 $551.72
==========================================================================================================
</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.
Signature Title
/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
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description of Document Page Number
- ------- -------------------------------- -----------
<S> <C> <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 Directors' Compensation Plan (Incorporated by
reference to Exhibit 10.9 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 100,000 shares (the "Shares") of Class A Common Stock, $1.00 par
value per share, of the Company issuable pursuant to the Ryerson Tull
Directors' Compensation 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
----------------------------
