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As filed with the Securities and Exchange Commission on July 14, 1998
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RYERSON TULL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 36-3431962
(State of incorporation) (I.R.S. Employer Identification Number)
2621 West 15th Place
Chicago, Illinois 60608
(312) 762-2121
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
Charles B. Salowitz
Secretary
30 West Monroe Street
Chicago, Illinois 60603
(312) 346-0300
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
-----------------------------
Copies to:
Robert E. Curley
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois 60603
-----------------------------
Approximate date of commencement of proposed sale to the public: From
time to time after the 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: [ ]
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: [X]
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. [ ]_______________________________
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. [ ]____________________________________________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED BE REGISTERED PER SHARE (1) OFFERING PRICE (1) FEE
<S> <C> <C> <C> <C>
Class A Common Stock, $1.00 par value 600,000 $19.687 $11,812,500 $3,485
including preferred share purchase rights
=============================================== =============== ====================== ====================== ================
(1) Estimated solely for purposes of determining the registration fee, based on the average of the high and low sales prices
on the New York Stock Exchange Composite Tape on July 9, 1998.
</TABLE>
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The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE> 3
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with The
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
SUBJECT TO COMPLETION, DATED JULY 14, 1998
PROSPECTUS
600,000 SHARES
Ryerson Tull, Inc.
Common Stock
(par value $1.00 per share)
----------------------
The 600,000 shares (the "Shares") of Class A Common Stock, $1.00 par
value, including preferred share purchase rights (the "Common Stock"), of
Ryerson Tull, Inc. (the "Company") offered hereby may be purchased pursuant to
the exercise of transferable options issued by the Company to participants in
the Ryerson Tull 1996 Incentive Stock Plan (the "Plan") and transferred by those
participants to certain immediate family members or trusts for their benefit for
no consideration. See "Plan of Distribution."
On July 9, 1998 the last reported sale price of the Common Stock on
the New York Stock Exchange, Inc. ("NYSE") was $19.687 per share.
-----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMIS-
SION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
----------------------
The date of this Prospectus is July [ ], 1998
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NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITY OTHER THAN THE COMMON STOCK OFFERED HEREBY, NOR DOES IT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED
HEREBY TO ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN
OFFER OR SOLICITATION TO SUCH PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCE CREATE ANY IMPLICATION
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO
THE DATE HEREOF.
TABLE OF CONTENTS
PAGE
Available Information..................................................2
Incorporation by Reference.............................................3
The Company............................................................3
Use of Proceeds........................................................3
Plan of Distribution...................................................3
Additional Information............................................... 12
Experts...............................................................13
Validity of the Shares................................................13
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission" or "SEC"). Reports, proxy material and other
information concerning the Company can be inspected and copied at the offices of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 or at its
regional offices, Citicorp Center, 500 West Madison Street, Chicago, Illinois
60661 and Seven World Trade Center, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The SEC also
maintains a site accessible to the public by computer on the World Wide Web, at
http//www.sec.gov, which site contains registration statements, reports, proxy
and information statements and other information regarding registrants that file
electronically with the SEC, including the Company.
The Company's common stock trades on the NYSE. Reports and other
information concerning the Company may also be inspected at the NYSE located at
11 Wall Street, New York, New York 10006.
The Company has filed with the Commission a registration statement on Form
S-3 (together with all amendments and exhibits, the "Registration Statement")
under the Securities Act, with respect to the shares of Common Stock offered
hereby. This prospectus ("Prospectus"), which constitutes a part of the
Registration Statement, does not contain all the information set forth in the
Registration Statement, certain items of which are contained in exhibits to the
Registration Statement as permitted by the rules and regulations of the
Commission. Statements made in this Prospectus as to the content of any
contract, agreement or other document referred to are not necessarily complete.
With respect to each such contract, agreement or other document filed as an
exhibit to the Registration Statement, reference is made to the exhibit for a
more complete description of the matter involved, and each such statement shall
be deemed qualified in its entirety by such reference. The Registration
Statement may be inspected and copied at prescribed rates at the above-described
offices of the SEC, by mail as described above or through the SEC Web site
described above. In addition, the Company will promptly provide copies of these
documents without charge upon receipt of a written or oral request made to the
Company at its principal executive offices, 2621 West 15th Street, Chicago,
Illinois 60608, Attention: Secretary (Telephone (312) 346-0300).
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INCORPORATION BY REFERENCE
The Company hereby incorporates by reference the following documents
pursuant to the Exchange Act:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1997;
(b) Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 1998; and
(b) Description of the Class A Common Stock, $1.00 par value per
share, and associated preferred share purchase rights,
included under the caption "Description of Securities" in the
Company's Form S-1 Registration Statement, dated June 11,
1996, File No. 333-3229.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act, subsequent to the date of this Prospectus and
prior to the termination of the effectiveness of the Registration Statement,
shall be deemed to be incorporated herein by this reference and to be a part
hereof from the respective dates of filing thereof. Any statement contained in
an incorporated document shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
in any other such subsequently filed incorporated document modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
This Prospectus incorporates documents by reference which are not
presented herein or delivered herewith. These documents are available upon
request made to the Company at its principal executive offices, 2621 West 15th
Street, Chicago, Illinois 60608, Attention: Secretary (Telephone (312)
346-0300). The documents incorporated herein by reference that are filed by the
Company may be inspected and copied or obtained by mail from the public
reference facilities and the World Wide Web site maintained by the SEC referred
to under "Available Information" above.
THE COMPANY
The Company was incorporated under the laws of the state of Delaware in
March, 1986 as Inland Steel Services Holding, Inc. and its name was changed to
Ryerson Tull, Inc. in May, 1996. Prior to June 26, 1996, the Company was a
wholly-owned subsidiary of Inland Steel Industries, Inc. ("ISI"). ISI owns all
of the Company's Class B common stock, which allows Inland to ensure adoption or
rejection of all matters to be voted upon at the Annual Meeting of Shareholders.
On June 20, 1996, shares of the Company's Class A Common Stock, $1.00 par value,
were offered to the public by means of an initial public offering. The Company's
Common Stock is listed on the NYSE under the trading symbol of RT.
USE OF PROCEEDS
The amount of the proceeds to be received upon exercise of the
transferable options to which this Prospectus relates will depend upon the
exercise prices of the options and the extent to which they are exercised.
Expenses of the offering will be minimal. The proceeds from the sale of the
Common Stock will be used for general corporate purposes.
PLAN OF DISTRIBUTION
The shares of Common Stock of the Company covered by this Prospectus
are being offered by the Company to transferees of transferable options granted
to the directors, officers and certain other key employees of the Company
pursuant to the Plan, which is described below.
The Ryerson Tull 1996 Incentive Stock Plan was adopted by the Board of
Directors of the Company on June 10, 1996 and was approved by ISI, the sole
stockholder of the Company, and became effective on June 10, 1996. The Plan will
continue in effect until terminated by the Board of Directors.
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The purpose of the Plan is to attract and retain outstanding
individuals as officers and key employees of the Company and its subsidiaries
(which term includes partnerships, joint ventures or other business entities in
which the Company owns or controls, directly or indirectly, a 50% or greater
interest (a "Subsidiary")), and to furnish incentives to such individuals
through rewards based upon the ownership and performance of the Common Stock of
the Company. To this end, the Committee (hereinafter defined) and, in certain
circumstances, the Chairman of the Board of the Company (the "Chairman") or the
President of the Company (the "President"), may grant stock options, stock
appreciation rights, restricted stock awards and performance awards, or
combinations thereof, to such officers and key employees.
The Plan is administered by the Compensation Committee (the
"Committee") of the Board of Directors of the Company. Each member of the
Committee is a director of the Company. To the extent necessary to comply with
certain securities and tax regulations, each member of the Committee must be a
non-employee director within the meaning of such applicable regulations. The
mailing address of each member of the Committee will be the same as the address
of the Company. Members of the Committee will be elected annually, and are
subject to removal, by the Board of Directors of the Company.
Subject to the provisions of the Plan, the Committee has authority to
(i) determine which employees of the Company and its Subsidiaries shall be
eligible for participation in the Plan; (ii) select employees to receive grants
under the Plan; (iii) determine the form of grant, whether as a stock option,
stock appreciation right, restricted stock award, performance award, or a
combination thereof, the number of shares or units subject to the grant, the
time and conditions of exercise or vesting, the fair market value of the Common
Stock of the Company for purposes of the Plan, and all other terms and
conditions of any grant and to amend such awards; (iv) accelerate the time of
exercise or vesting of any grant; and (v) prescribe the form of agreement,
certificate or other instrument evidencing the grant. The Committee also has
authority to interpret the Plan and to establish, amend and rescind rules and
regulations for the administration of the Plan. No person has the right under
the Plan or pursuant to any contract in connection therewith to create a lien on
any securities or other property held under such Plan. Notwithstanding the
foregoing, the Committee, subject to the terms and conditions of the Plan, may
delegate to the Chairman or the President, if such individual is then serving as
a member of the Board, the authority to act as a subcommittee of the Committee
for purposes of making grants or awards of stock options, stock appreciation
rights, restricted stock or performance awards, not to exceed such number of
shares as the Committee shall designate annually, to such employees of the
Company and its Subsidiaries who are not subject to Section 16(a) of the
Exchange Act as the Chairman or President shall determine in his or her sole
discretion after consultation with the Vice President- Human Resources of the
Company. The Chairman or the President shall have the authority and duties of
the Committee with respect to such grants and awards.
The Plan provides that the maximum number of shares of Common Stock
which may be issued pursuant to all grants thereunder may not exceed, subject to
adjustment as described below, 2,300,000. No more than 800,000 shares are
available for issuance under the Plan with respect to performance awards and
restricted stock awards.
GENERAL DESCRIPTION
Participants in the Plan shall consist of (i) such officers and other
key employees of the Company and its Subsidiaries as the Committee (or, if
applicable, the Chairman or President) may select from time to time. Individuals
who received grants of Substitute Options and Substitute Restricted Stock (as
described below) in connection with the public offering of the Company's stock
are also considered participants in the Plan. In the discretion of the
Committee, the Chairman or the President, participants generally may receive
stock options, stock appreciation rights, restricted stock awards or performance
awards, either singly or in combination. The form and amount of any grant or
award, whether measured by shares of Common Stock or otherwise, as well as the
time and conditions of exercise or vesting and any acceleration of the time of
exercise or vesting, are subject to the discretion of the Committee. Shares to
be issued under the Plan may be authorized and unissued shares of Common Stock,
treasury Common Stock, or any combination thereof. Except to the extent
otherwise determined by the Committee, any shares subject to a grant or award
which terminates by expiration, cancellation or otherwise without the issuance
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of such shares (including shares underlying a stock appreciation right exercised
for stock, to the extent that such underlying shares are not issued) or which is
settled in cash (to the extent so settled) or, in the case of a restricted stock
award, without vesting, shall again be available for future grants under the
Plan.
The Internal Revenue Code of 1986, as amended (the "Code"), places
limitations on the deductibility, for Federal income tax purposes, of annual
compensation paid to certain executive officers generally designated as the five
most highly compensated officers of the Company on the last day of the fiscal
year of determination (the "Named Executive Officers"). In order to permit
certain grants and awards under the Plan to be deductible for Federal income tax
purposes, the Plan limits, except in the case of awards which by their terms are
not intended to comply with such Code limitations, the maximum number of shares
that may be granted or awarded under the Plan to any participant during any
three-year period to 1,500,000 and the maximum aggregate cash payout that may be
made under the Plan in any fiscal year of the Company to a Named Executive
Officer to $1,000,000.
The Board of Directors may amend the Plan in any respect, or terminate
the Plan at any time, provided that no amendment may be made without stockholder
approval which would increase the maximum number of shares available for
issuance pursuant to grants under the Plan if such action would result in awards
under the Plan no longer being exempt under Rule 16b-3 as then in effect. In
addition, no amendment or termination may impair the rights of any participant
under any award or grant previously granted under the Plan without the consent
of the participant, unless required by law.
The maximum number of shares issuable under the Plan and the number,
class and/or price of shares or other consideration subject to any outstanding
stock option, stock appreciation right, restricted stock award or performance
award may be appropriately adjusted in accordance with the Plan by the Committee
in the event of any change in corporate capitalization, such as a stock split,
reverse stock split or stock dividend, or a corporate transaction, such as a
merger, consolidation, or separation, including a spin-off, or other
distribution of stock or property of the Company or its Subsidiaries (other than
normal cash dividends), and any reorganization or partial or complete
liquidation of the Company or its Subsidiaries.
In the event that a "Change in Control" of the Company, as defined in
the Plan, occurs, then, with certain exceptions, (1) the value of all
outstanding stock options, stock appreciation rights and restricted stock awards
(whether or not then fully exercisable or vested) shall be cashed out as of the
date the Change in Control occurs pursuant to the method specified in the Plan
(except that stock options or stock appreciation rights then outstanding for
less than six months shall not be cashed out until six months after their date
of grant, and except that the Committee may provide for the immediate vesting
instead of the cashing out of restricted stock awards in such circumstances as
it deems appropriate); and (2) all outstanding performance awards shall be
cashed out as determined by the Committee. If a transaction is intended to be
accounted for through the pooling-of-interest accounting method, then the
Committee, in its discretion, may provide for the vesting (rather than the cash
out) of all or any portion of outstanding stock options, stock appreciation
rights, restricted stock awards and performance awards, may limit payment of
such awards to shares of common stock, and may extend the exercise period for
stock options and stock appreciation rights but not beyond the earlier of 30
days after the end of the pooling period or the original term of the stock
option or stock appreciation right.
In order to exercise a stock option or stock appreciation right, a
written notice of intent to exercise such stock option or stock appreciation
right with respect to a specified number of shares must be delivered, or mailed
by postpaid registered mail, to the Treasurer of the Company. In the case of
stock options, such written notice of intent to exercise must be accompanied by
contemporaneous payment of the option purchase price of such number of shares,
except as the Committee may allow in connection with the cashless exercise of
options or exercise of options by other means that the Committee determines to
be consistent with the Plan's purpose and applicable law.
The Company is entitled to deduct from any payment under the Plan the
amount of any tax required by law to be withheld with respect to such payment or
may require any participant to pay such amount to the Company prior to and as a
condition of making such payment. The Committee, in its discretion and subject
to such rules as it may adopt from time to time, may permit a participant to
elect to have the Company withhold from any payment
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under the Plan (or to have the Company accept from the participant) for tax
withholding purposes shares of Common Stock of the Company valued at their fair
market value, but in no event shall the fair market value of the number of
shares so withheld (or accepted) exceed the amount necessary to meet the maximum
federal, state and local marginal tax rates then in effect that are applicable
to the participant and to the particular transaction.
An optionee or holder of a stock appreciation right or performance
award, as such, has no rights of a stockholder of the Company until the date of
issuance of a stock certificate to such person pursuant to such stock option,
right or award. Upon such issuance, he or she shall have, with respect to the
number of shares of Common Stock issued, all rights of a stockholder of record
from the date of such issuance.
Nothing contained in the Plan is to be deemed to confer upon any
employee any right of continued employment with the Company or any of its
Subsidiaries or to limit or diminish in any way the right of the Company or any
such Subsidiary to terminate such employee's employment at any time with or
without cause. In addition, neither the adoption of the Plan nor any action of
the Board of Directors of the Company or of the Committee is to be deemed to
give any employee any right to be selected as a participant or to be granted a
stock option, stock appreciation right, restricted stock award or performance
award under the Plan.
Except as permitted by the Committee, no stock option, stock
appreciation right, restricted stock award or performance award shall be
transferable except by will or the laws of descent and distribution, and, during
the holder's lifetime, stock options and stock appreciation rights shall be
exercisable only by, and shares subject to restricted stock awards and payments
pursuant to performance awards shall be delivered or made only to, such holder
or such holder's duly appointed legal representative. Under rules adopted by the
Committee, transfers may be made, subject to certain limitations, to (a) a
participant's spouse or dependents, or (b) to a trust for the benefit of an
award holder, his or her spouse or descendants.
STOCK OPTIONS
Options to purchase shares of Common Stock, including incentive stock
options within the meaning of Section 422 of the Code, may be granted under the
Plan. Each grant of an option under the Plan may designate whether the option is
intended to be an incentive stock option or a "nonqualified" stock option. Any
option not so designated shall be deemed to be a "nonqualified" stock option.
The Committee will determine the number of shares subject to each stock option
and the time of exercise. No option, however, shall be exercisable less than six
months or more than ten years after the date of grant. The per share option
price shall not be less than the greater of par value or 100% of the fair market
value of a share of Common Stock at the date of grant. Upon exercise, the option
price may be paid in cash or (unless otherwise prohibited by the Committee) in
shares of Common Stock of the Company having a fair market value equal to the
option price, provided that such shares have been held for at least six months
prior to their tender to pay the option price, or in a combination thereof. The
Committee may also allow the cashless exercise of options by holders thereof, as
permitted under regulations promulgated by the Board of Governors of the Federal
Reserve System, subject to any applicable restrictions necessary to comply with
rules adopted by the Commission, and the exercise of options by holders thereof
by any other means that the Committee determines to be consistent with the
Plan's purpose and applicable law.
To the extent that the aggregate fair market value (determined as of
the time the option is granted) of the Common Stock of the Company with respect
to which incentive stock options are exercisable for the first time by an
employee during any calendar year (under the Plan or any other plan of the
Company) exceeds $100,000, the options will not be treated as incentive stock
options (even if designated as such).
If an optionee ceases to be employed by the Company or any of its
Subsidiaries by reason of (i) death; (ii) physical or mental incapacity; (iii)
retirement on or after the normal retirement date provided for in and pursuant
to any pension plan of the Company or any Subsidiary of the Company in effect at
the time of such retirement; or (iv) early retirement (with the consent of the
Committee) provided for in and pursuant to any such pension plan, any option
held by such optionee may be exercised, with respect to all or any part of the
Common Stock of the Company as to which such option was not theretofore
exercised (whether or not such option was otherwise then
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exercisable), for such period from and after the date of cessation of employment
(not extending, however, beyond the date of expiration of such option) as the
Committee may determine at the time of the grant or at any time thereafter. If
an optionee ceases to be employed by the Company or any of its Subsidiaries for
any reason other than a reason set forth in the immediately preceding sentence,
any option granted to such optionee may be exercised for a period ending on the
30th day following the date of such cessation of employment or the date of
expiration of such option, whichever first occurs, but only with respect to that
number of shares of Common Stock for which such option was exercisable
immediately prior to the date of cessation of employment, except as otherwise
determined by the Committee at the time of grant or at any time thereafter. The
transfer of an employee from the Company to a Subsidiary or from a Subsidiary to
the Company or another Subsidiary of the Company shall not constitute a
termination of employment or an interruption of continuous employment for the
purposes of the Plan.
The agreement or instrument evidencing the grant of an option may
contain such other terms, provisions and conditions not inconsistent with the
Plan as may be determined by the Committee in its discretion.
STOCK APPRECIATION RIGHTS
Stock appreciation rights may be granted under the Plan in tandem with
a related stock option or may be granted independently of any stock option.
Rights granted in tandem with or by reference to a related stock option shall,
except as provided at the time of grant, be exercisable only to the extent that
the related stock option is exercisable, provided that except in certain limited
circumstances no such right shall be exercisable prior to the expiration of six
months from the date of grant. The Committee will determine the manner and time
of exercise of rights granted independently of a stock option, but no such right
shall be exercisable less than six months or more than ten years after the date
of grant. In the case of a right granted in tandem with a related stock option,
the grantee may elect to exercise the stock option or the right (but not both)
as to the shares subject to the stock option and the right. The provisions of
the Plan governing the exercise of stock appreciation rights upon termination of
employment by reason of death, incapacity, retirement or otherwise are the same
as those governing the exercise of stock options, as described above.
Upon exercise of a stock appreciation right, the holder shall be paid
the excess of the then fair market value of the number of shares of Common Stock
to which the right relates over the fair market value of such number of shares
at the date of grant of the right or of the related stock option, as the case
may be. Such amount shall be paid in cash or in shares of Common Stock having a
fair market value equal to such excess, or in such combination thereof, as may
be provided in the grant of such right (which may permit the holder to elect
between cash and Common Stock or to elect a combination thereof), or, if no such
provision is made in the grant, as the Committee shall determine upon exercise
of the right, provided that, in any event, the holder shall be paid cash in lieu
of any fractional share of Common Stock to which such holder would otherwise be
entitled.
The agreement or instrument evidencing the grant of stock appreciation
rights may contain such other terms, provisions and conditions not inconsistent
with the Plan as may be determined by the Committee in its discretion, including
such conditions and limitations on the exercise of stock appreciation rights by
any grantee who is subject to Section 16(a) or Section 16(b) of the Exchange Act
as the Committee, in its sole discretion, deems necessary or desirable for any
reason, including for compliance with Section 16(a) or Section 16(b) and the
rules and regulations thereunder, or to obtain any exemption therefrom.
RESTRICTED STOCK AWARDS
Restricted stock awards consisting of shares of Common Stock of the
Company may be made under the Plan. Such awards shall be contingent on the
employee's continuing employment with the Company or its Subsidiaries for a
period to be specified in the award, which (except in the case of death or
physical or mental incapacity) shall not be less than six months or more than
ten years from the date of award, and shall be subject to such additional terms
and conditions as the Committee deems appropriate, which may include performance
measures. The Committee may in its sole discretion provide for the early vesting
of any such award in the event
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of termination of employment by retirement, death, incapacity or otherwise prior
to the end of the restriction period. Except as otherwise determined by the
Committee at the time of the award, the holder of a restricted stock award shall
have the right to vote the restricted shares and to receive dividends thereon,
unless and until such shares are forfeited. If all conditions to which such
award is subject have been satisfied, the holder shall be entitled to such
shares free of all restrictions.
PERFORMANCE AWARDS
Performance awards consisting of shares of Common Stock of the Company,
monetary units or units which are expressed in terms of shares of Common Stock
of the Company may also be made under the Plan. Except as discussed below, such
awards shall be contingent on the achievement over a period of not less than six
months or more than ten years of such corporate, division, Subsidiary, group or
other measures and goals as shall be established by the Committee. Except as
discussed below, such measures and goals may be revised by the Committee at any
time and from time to time during the performance period to take into account
significant unforeseen events or changes in circumstances. Except as may
otherwise be determined by the Committee, a performance award shall terminate if
the grantee of the award does not remain continuously in the employ of the
Company or its Subsidiaries at all times during the applicable performance
period.
Payment of a performance award following the end of the performance
period, if such award consists of monetary units or units expressed in terms of
shares of Common Stock of the Company, may be made in cash, shares of Common
Stock, or a combination thereof, as determined by the Committee. Any payment
made in Common Stock shall be based on the fair market value of such stock on
the payment date. If a performance award consists of shares of Common Stock of
the Company or units which are expressed in terms of shares of Common Stock,
amounts equal to dividends otherwise payable on a like number of shares may, if
the award so provides, be converted into additional such shares (to the extent
that shares are then available for issuance under the Plan) or credited as
additional units and paid to the participant on payment of the award.
In order to permit performance awards to Named Executive Officers to be
deductible by the Company for Federal income tax purposes, the Code and related
regulations require performance measures for such awards to be specified in the
Plan and approved by stockholders. The performance measures established in the
Plan for such purposes are: safety (including total injury frequency, lost
workday rates or cases, medical treatment cases and fatalities), quality control
(including critical product characteristics and defects), capital structure
(including debt and equity levels, debt-to-equity ratios, and
debt-to-total-capitalization ratios), cost control (including cost as a
percentage of sales), inventory turnover, customer performance or satisfaction,
revenue growth, net income, conformity to cash flow plans, return on investment,
and the ratio of operating profit to operating assets.
The Committee has discretion to establish performance goals and to
adjust the goals and methods used to measure attainment of the goals. However,
with respect to awards which are intended to be exempt from the deduction
limitation, the Committee may not adjust awards in a manner that increases such
award (downward adjustments are permitted) or make any other change that could
cause such awards to become non-deductible under the regulations discussed
above. The Committee has discretion to amend or replace performance measures
applicable to the Named Executive Officers in the event applicable regulations
change and to grant awards to Named Executive Officers that would not be
deductible under the regulations based upon any performance measures it deems
appropriate.
SUBSTITUTE STOCK OPTIONS AND SUBSTITUTE RESTRICTED STOCK
The Committee may grant and in certain cases has granted "Substitute
Stock Options" to officers and employees of ISI and its Subsidiaries who became
or who become officers or employees of the Company or any of its Subsidiaries on
or after the initial public offering of Company's Common Stock and during the
period that the Company remains an affiliate of ISI (generally determined under
Code controlled group rules) ("Transferred Employees"). The Substitute Stock
Options granted under the Plan are in lieu of outstanding options to purchase
ISI common stock ("ISI Options") granted pursuant to the Inland 1995 Incentive
Stock Plan, the Inland 1992
8
<PAGE> 11
Incentive Stock Plan, the Inland 1988 Incentive Stock Plan or the Inland 1984
Incentive Stock Plan (collectively, the "ISI Incentive Plans"). The Committee
may award Substitute Stock Options to any Transferred Employee with respect to
less than all (including none) of his or her outstanding ISI Options. The number
of shares of Common Stock subject to any Substitute Stock Option shall bear the
same ratio to the number of shares of ISI common stock subject to the
corresponding ISI Option as the Average Value (as defined below) of a share of
ISI common stock bears to the Average Value of a share of Common Stock. The per
share option price of Common Stock subject to the Substitute Stock Option shall
be equal to the amount which bears the same ratio to the Average Value of a
share of Common Stock as the per share option price of ISI common stock under
the ISI Option bears to the Average Value of a share of ISI common stock. Other
than the option price and number of shares, the Substitute Stock Options shall
be subject to the same terms and conditions as the ISI Options. The term
"Average Value" means the average closing price of Common Stock or ISI Common
Stock, as applicable, as reported, in the case of Common Stock, on the New York
Stock Exchange Composite Tape (the "Composite Tape") (or, if such shares are not
traded on the New York Stock Exchange, such other principal market on which such
shares are traded) for the first ten trading days after the date of the
substitution.
The Committee may grant and in certain cases has granted "Substitute
Restricted Stock" to Transferred Employees in lieu of outstanding shares of
restricted ISI common stock ("ISI Restricted Stock") granted to the Transferred
Employees pursuant to the ISI Incentive Plans. The Committee may award
Substitute Restricted Stock to any Transferred Employee with respect to less
than all (including none) of his or her outstanding ISI Restricted Stock. The
number of shares of Substitute Restricted Stock shall bear the same ratio to the
number of shares of ISI Restricted Stock as the Average Value of a share of ISI
common stock bears to the Average Value of a share of Common Stock. Other than
the number of shares, the Substitute Restricted Stock shall be subject to the
same terms and conditions as the ISI Restricted Stock.
FEDERAL INCOME TAX EFFECTS
General Description of Federal Income Tax Effects
As of the date of this Prospectus, capital gains generally are taxed at
lower maximum rates than those applicable to ordinary income. The Company has
been advised that an employee who has been granted an incentive stock option
will not realize taxable income and the Company will not be entitled to a
deduction at the time of the grant or exercise of such option. If the employee
makes no disposition of shares acquired pursuant to an incentive stock within
two years from the date of grant of such option, or within one year of the
transfer of the shares to such employee, any gain or loss realized on a
subsequent disposition of such shares will be treated as a long-term capital
gain or loss. Under such circumstances, the Company will not be entitled to any
deduction for Federal income tax purposes. If the foregoing holding period
requirements are not satisfied, the employee will generally realize ordinary
income at the time of disposition in an amount equal to the lesser of (i) the
excess of the fair market value of the shares on the date of exercise over the
option price or (ii) the excess of the amount realized upon disposition of the
shares, if any, over the option price, and the Company will be entitled to a
corresponding deduction. In addition, a taxpayer may be required to pay an
alternative minimum tax on the amount of his tax preference items, if such tax
exceeds the tax otherwise due, which amount of minimum tax paid may be available
as a credit in future years to reduce subsequent tax liability. The exercise of
an incentive stock option will generally result in an increase to alternative
minimum taxable income, the basis on which the alternative minimum tax is
computed, in the amount by which the fair market value of the shares at the time
of exercise exceeds the exercise price.
An individual will not realize taxable income at the time of the grant
of an option which does not qualify as an incentive stock option. Upon exercise,
however, of such nonqualified stock option, the individual (even if the option
has been transferred) will realize ordinary income in an amount measured by the
excess, if any, of the fair market value of the shares on the date of exercise
over the option price, and the Company will be entitled to a corresponding
deduction. Upon a subsequent disposition of such shares, the individual will
realize short-term or long-term capital gain or loss, with the basis for
computing such gain or loss equal to the option price plus the amount of
ordinary income realized upon exercise.
9
<PAGE> 12
Upon exercise of an incentive stock option, no taxable income will be
recognized by the participant and the Company will not be entitled to a tax
deduction by reason of such exercise. However, the excess of the fair market
value on the date of exercise over the exercise price is an adjustment which
increases alternative minimum taxable income, the base upon which alternative
minimum tax is computed. If Common Stock purchased pursuant to the exercise of
an incentive stock option is sold within two years from the date of grant or
within one year after the transfer of such Common Stock to the individual, then
the difference, with certain adjustments, between the fair market value of the
Common Stock at the date of exercise and the option price will be considered
ordinary income.
An individual will not realize taxable income at the time of the grant
of a stock appreciation right. Upon exercise, however, such individual will
realize ordinary income measured by the difference between the fair market value
of the common stock of the Company on the applicable date of grant and the fair
market value of such stock on the date of exercise. The Company will be entitled
to a corresponding deduction in the year of exercise.
An individual who has been granted a restricted stock award will not
realize taxable income at the time of grant, and the Company will not be
entitled to a deduction at that time, assuming that the restrictions constitute
a substantial risk of forfeiture for Federal income tax purposes. Upon the
vesting of shares subject to an award, the individual (even if the award has
been transferred) will realize ordinary income in an amount equal to the fair
market value of the shares at such time, and the Company will be entitled to a
corresponding deduction unless the individual is one of the Named Executive
Officers and applicable provisions of the Code regarding deductibility are not
satisfied. Dividends paid to the individual during the restriction period will
also be compensation income and deductible as such by the Company. An individual
who receives a restricted stock award may elect to be taxed at the time of grant
of the award on the then fair market value of the shares, in which case (i) the
Company will be entitled to a deduction at the same time and in the same amount,
(ii) dividends paid to such individual during the restriction period will be
taxable as dividends to such individual and not deductible by the Company, and
(iii) there will be no further tax consequences when the restrictions lapse. If
an individual who has made such an election subsequently forfeits the shares, he
or she will not be entitled to any deduction or loss. The Company, however, will
be required to include as ordinary income the lesser of the fair market value of
the forfeited shares or the amount of the deduction originally claimed with
respect to the shares.
The Company has also been advised that an individual who has been
granted a performance award will not realize taxable income at the time of
grant, and the Company will not be entitled to a deduction at that time. The
individual (even if the award has been transferred) will have income at the time
of payment (or vesting if the award is in stock), and the Company will have a
corresponding deduction unless the individual is one of the Named Executive
Officers and applicable provisions of the Code regarding deductibility are not
satisfied.
Any acceleration of the payment of grants and awards under the Plan in
the event of a change in control in the Company, may cause part or all of the
consideration involved to be treated as an "excess parachute payment" under the
Code, which may subject the participant to a 20% excise tax and which may not be
deductible by the Company. A deduction otherwise available to the Company for
any year with respect to compensation payable to a Named Executive Officer may
be denied to the extent that it exceeds $1,000,000. For these purposes,
restricted stock grants and performance awards under the Plan may under certain
circumstances qualify for, and it is anticipated that grants of options and
stock appreciation rights will generally qualify for, an exception to that
limitation for eligible performance-based compensation.
Payment of Option Price with Shares of Company Common Stock
Under proposed regulations, the exercise of an incentive stock option
through the exchange of previously acquired stock will generally be treated as a
non-taxable like-kind exchange as to the number of shares given up and the
identical number of shares received under the option. That number of shares will
take the same basis and, for capital gains purposes, the same holding period as
the shares which are given up. However, such holding period will not be credited
for purposes of the one-year holding period required for the new shares to
receive incentive stock option treatment. Shares received upon such an exchange
which are in excess of the number of shares given up will have a new holding
period and, if cash was paid in addition to the shares exchanged, a basis equal
to the
10
<PAGE> 13
amount of such cash. If a disqualifying disposition (a disposition before the
end of the applicable holding period) occurs with respect to any of the shares
received from the exchange, it will be treated as a disqualifying disposition of
the shares with the lowest basis.
If the exercise price of an incentive stock option is paid with shares
of stock of the Company acquired through a prior exercise of an incentive stock
option, gain will be realized on the shares given up (and will be taxed as
ordinary income) if those shares have not been held for the minimum holding
period (two years from the date of grant and one year from the date of
transfer), but the exchange will not affect the tax treatment, as described in
the immediately preceding paragraph, of the shares received.
The exercise of a stock option which is not an incentive stock option
through the delivery of previously acquired stock will generally be treated as a
non-taxable like-kind exchange as to the number of shares surrendered and the
identical number of shares received under the option. That number of shares will
take the same basis and, for capital gains purposes, the same holding period as
the shares which are given up. The value of the shares received upon such an
exchange which are in excess of the number given up will be taxed to the
individual at the time of the exercise as ordinary income. The excess shares
will have a new holding period for capital gains purposes and a basis equal to
the value of such shares determined at the time of exercise.
Transferred Awards
Neither the employee nor the transferee will realize taxable income at
the time of a non-arm's length transfer of a nonqualified stock option. Upon the
subsequent exercise of the option by the transferee, the employee will realize
ordinary income in an amount measured by the excess, if any, of the fair market
value of the shares on the date of exercise over the option price, and the
Company will generally be entitled to a corresponding deduction. Upon a
subsequent disposition of the shares by the transferee, the transferee will
generally realize short-term or long-term capital gain or loss, with the basis
for computing such gain or loss equal to the fair market value of the stock at
the time of exercise.
The tax rules governing the Federal income tax effects of the non-arm's
length transfer of a stock appreciation right are unclear. Based on the tax
treatment of transferable options, however, it seems as though the employee may
be required to realize ordinary income when the transferee exercises the stock
appreciation right in an amount measured by the difference between the fair
market value of the stock on the date of grant and the fair market value on the
date of exercise and that the Company would generally be entitled to a
corresponding deduction at that time.
Upon a non-arm's length transfer of restricted stock, the employee will
realize ordinary income with respect to any amounts received in connection with
the transfer (and such amounts will be added to the stock's basis), and the
Company will generally be entitled to a corresponding deduction. Upon the
subsequent vesting of shares of restricted stock, the employee will realize
ordinary income in an amount equal to the additional appreciation and the
Company will generally be entitled to an additional corresponding deduction.
Upon a subsequent disposition of the shares by the transferee, the transferee
will generally realize short-term or long-term capital gain or loss, with the
basis for computing such gain or loss equal to the value of the stock at the
time it became fully vested.
Neither the employee nor the transferee should recognize ordinary
income upon the transfer of restricted stock in a non-arm's length transaction
if the employee had elected to be taxed at the time the restricted stock was
granted to him or her. Upon such a transfer, the transferee's basis in the stock
would be the same as the employee's basis.
In the case of a non-arm's length transfer of a performance award that
is payable in stock, the employee should recognize ordinary income, and the
Company should receive a corresponding deduction, when the stock becomes vested.
If the award is payable in cash, the employee should recognize ordinary income,
and the Company should receive a corresponding deduction, when the award is
actually paid to the transferee.
11
<PAGE> 14
If an employee makes a gift of an award, the gift should generally be
complete for Federal gift tax purposes at the time of transfer. However, with
respect to the gift of a nonqualified stock option which is exercisable only
after the employee performs additional services for the Company or its
Subsidiaries, the gift should be complete for Federal gift tax purposes at the
later of (i) the time of the transfer or (ii) the time when the transferee's
right to exercise the option is no longer conditioned on the performance of
services by the employee. The gift should be valued at the time that the gift is
complete. For estate tax purposes, the gift of an option or other award would
generally cause the option (and the stock acquired by exercise) or other award
to be excluded from the employee's estate. Special rules may apply if the
employee makes a gift of an award to a "living trust" under which the employee
retained the right to revoke the trust or substantially alter its terms.
Withholding of Taxes
The Company is entitled to deduct from any payment under the Plan the
amount of any tax required by law to be withheld with respect to such payment or
may require any participant to pay such amount to the Company prior to and as a
condition of making such payment. The Committee, in its discretion and subject
to such rules as it may adopt from time to time, has adopted rules to permit
each participant to elect to have the Company withhold from any payment under
the Plan (or to have the Company accept from the participant) for tax
withholding purposes shares of Common Stock of the Company valued at their fair
market value, but in no event shall the fair market value of the number of
shares so withheld (or accepted) exceed the amount necessary to meet the maximum
Federal, state and local marginal tax rates then in effect that are applicable
to the participant and to the particular transaction. Any election must be made
in writing on or before the date when the amount of taxes to be withheld is
determined. If shares of Company Common Stock are withheld or delivered to
satisfy all or a portion of the withholding obligation (or a withholding
election of any participant), the portion of the withholding obligation (or
election) that is so satisfied will be equal to the fair market value of the
shares withheld or delivered, using the fair market value of the Company common
stock on the date when the amount of taxes to be withheld is determined, or, if
the stock is not traded on the New York Stock Exchange Composite Transactions on
such date, then on the next preceding date on which such stock was so traded.
The Code treats the use of shares of Company common stock to satisfy
any withholding requirement (or election) as a sale of such shares for an amount
equal to the fair market value of the stock on the date when the amount of taxes
to be withheld is determined. The disposition of such shares may result in the
recognition of gain or loss by the participant for tax purposes. If Company
common stock acquired pursuant to the Plan is used to satisfy any withholding
requirement (or election), such use will be subject to the Federal income tax
consequences described under "General Description of Federal Income Tax Effects"
and "Payment of Option Price with Shares of Company Common Stock," above.
The Plan is not qualified under Section 401(a) of the Internal Revenue
Code or subject to any provisions of the Employee Retirement Income Security Act
of 1974.
The preceding discussion is based on the federal tax laws and
regulations that are presently in effect, which regulations are subject to
change. The discussion does not purport to be a complete description of all of
the federal income tax aspects of the Plan. Participants may also be subject to
state and local taxes in connection with awards under the Plan. Participants
should consult with their individual tax advisors to determine the applicability
of the federal and state tax aspects of awards to their personal circumstances.
ADDITIONAL INFORMATION
This document summarizes and explains the Plan but does not contain the
text of the Plan. In the event of any conflict between this or any other summary
of the Plan, the text of the Plan will control. A full copy of the Plan and
additional information about the Plan and its administration may be requested
from the Secretary of the Corporation at 30 West Monroe Street, Chicago,
Illinois 60603; (312) 346-0300. Additional information with
12
<PAGE> 15
respect to the Plan and the shares of common stock covered hereby may be
provided from time to time to participants by means of appendices to this
Prospectus or by an amended Prospectus.
EXPERTS
The consolidated financial statements as of December 31, 1997 of the
Company incorporated in this Prospectus by reference to the Annual Report on
Form 10-K, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on authority of said
firm as experts in auditing and accounting.
VALIDITY OF SHARES
The validity of the Common Stock offered hereby has been passed upon
for the Company by George A. Ranney, Jr., the Vice President and General Counsel
of ISI the majority stockholder of the Company. As of the date of this
Prospectus, 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, 36,120 of which were
then exercisable.
13
<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection with
the issuance and distribution of the securities registered hereby:
SEC registration fee.................................................$ 3,485
Legal fees............................................................ 5,000
Accounting fees and expenses.......................................... 2,000
Miscellaneous......................................................... 515
Total........................................................$ 11,000
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Article XI of the Company's Certificate of Incorporation and Article VI of
the Company's Bylaws provide for indemnification of the officers and directors
of the Company to the fullest extent permitted by applicable law. Section 145 of
the Delaware General Corporation Law ("GCL") provides, in relevant part, that a
corporation shall have the power to indemnify any person who was or is a party
or is threatened to be made a party to any suit or proceeding because such
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, against all costs actually and
reasonably incurred by him in connection with such suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation. Similar indemnity is permitted
to be provided to such persons in connection with an action or suit by or in
right of the corporation, provided such person acted in good faith and in a
manner he believed to be in or not opposed to the best interests of the
corporation, and provided further (unless a court of competent jurisdiction
otherwise determines) that such person shall not have been adjudged liable to
the corporation. In accordance with Section 102(b)(7) of the Delaware GCL, the
Company'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 that
permitted under the Delaware GCL as the same exists or may be amended.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
See Index to Exhibits included herewith which is incorporated by reference
herein.
ITEM 17. UNDERTAKINGS.
(1) The undersigned registrant hereby undertakes:
(a) 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. 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
II-1
<PAGE> 17
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 424(b)
if, in the aggregate, the changes in volume
and price represent no more than a 20 percent
change in the maximum aggregate offering
price set forth in the "Calculation of
Registration Fee" table in the effective
registration statement.
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement;
Provided, however, that paragraphs (a)(i) and (a)(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 periodic reports filed by
the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration
statement.
(b) 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.
(c) 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.
(2) The undersigned registrant hereby undertakes that, for 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
Exchange Act that is incorporated by reference in this 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.
(3) 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 set forth or described in Item 15
of this Registration Statement, 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 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, or claims to the
extent covered by contracts of insurance) 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 and will be governed by the final adjudication
of such issue.
II-2
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 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 the 10th day of July,
1998.
RYERSON TULL, INC.
By * Neil S. Novich
--------------------------------------------
Neil S. Novich
President and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated on July 10, 1998.
Signature Title
--------- -----
* Robert J. Darnall Chairman and Director
- ---------------------------------
Robert J. Darnall
* Neil S. Novich President, Chief Executive Officer, &
- --------------------------------- Director (Principal Executive Officer)
Neil S. Novich
* Jay M. Gratz Vice President and Chief Financial
- --------------------------------- Officer (Principal Financial Officer)
Jay M. Gratz
* Lily L. May Controller (Principal Accounting
- --------------------------------- Officer)
Lily L. May
* Richard G. Cline Director
- ---------------------------------
Richard G. Cline
* James A. Henderson Director
- ---------------------------------
James A. Henderson
* Jerry K. Pearlman Director
- ---------------------------------
Jerry K. Pearlman
* Donald S. Perkins Director
- ---------------------------------
Donald S. Perkins
* Jean-Pierre Rosso Director
- ---------------------------------
Jean-Pierre Rosso
* Ronald L. Thompson Director
- ---------------------------------
Ronald L. Thompson
*By /s/ Charles B. Salowitz
--------------------------
Charles B. Salowitz
Attorney-in-fact
<PAGE> 19
EXHIBIT INDEX
Exhibit Number Description of Document
- -------------- -----------------------
4 Ryerson Tull 1996 Incentive Stock Plan (incorporated by
reference to Exhibit 3.2 to the Company's Registration
Statement on Form S-1, File No. 333-3229)
5.1 Opinion of George A. Ranney, Jr.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of George A. Ranney, Jr. (included in its opinion
filed as Exhibit 5.1 hereto).
24 Power of Attorney
<PAGE> 1
EXHIBIT 5.1
July 10, 1998
Ryerson Tull, Inc.
30 West Monroe Street
Chicago, Illinois 60603
Re: Common Stock $1.00 Par Value
Dear Ladies and Gentlemen:
I am the 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"), in connection with the proposed issuance of shares of the Company's
Class A common stock, $1.00 par value including preferred share purchase rights
(the "Common Stock"), pursuant to the exercise of transferable options issued
by the Company to participants in the Ryerson Tull 1996 Incentive Stock Plan
(the "Plan") and transferred by those participants.
As such Counsel, I have examined such corporate and other records,
instruments, certificates and documents as I considered necessary to enable me
to express this opinion.
Based on the foregoing, it is my opinion that the Common Stock to be
issued is duly authorized for issuance and, upon issuance pursuant to the
exercise of options granted under the Plan by the transferees thereof, will be
legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Validity
of Shares" in the Registration Statement.
I am admitted to practice law in the State of Illinois and I express
no opinions as to matters under or involving any laws other than the laws of
the State of Illinois, the federal laws of the United States of America, and
the General Corporation Law of the State of Delaware.
Very truly yours,
/s/ George A. Ranney, Jr.
--------------------------
George A. Ranney, Jr.
Vice President and General Counsel
<PAGE> 1
EXHIBIT 23.1
PricewaterhouseCoopers LLP
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3 of our report dated
February 18, 1998, appearing on page 7 of Exhibit 99, "Financial Information,"
of the Annual Report on Form 10-K for the fiscal year ended December 31, 1997.
We also consent to the incorporation by reference of our report on the Financial
Statement Schedules, which appears on page 12 of such Annual Report on Form
10-K. We also consent to the reference to us under the heading "Experts" in the
Prospectus.
PRICEWATERHOUSECOOPERS
Chicago, Illinois
July 9, 1998
<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 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
600,000 shares of Class A Common Stock, $1.00 par value per share, of the
Corporation, covered by the Ryerson Tull 1996 Incentive Stock Plan and issuable
to transferees of options or stock awards granted thereunder, including
specifically, but without limitations thereof, full power and authority to sign
my name as a director and (or) officer of the Corporation to a registration
statement on Form S-3 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-3, 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 10th day of July,
1998.
/s/ Richard G. Cline
--------------------
Richard G. Cline
1
<PAGE> 2
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 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
600,000 shares of Class A Common Stock, $1.00 par value per share, of the
Corporation, covered by the Ryerson Tull 1996 Incentive Stock Plan and issuable
to transferees of options or stock awards granted thereunder, including
specifically, but without limitations thereof, full power and authority to sign
my name as a director and (or) officer of the Corporation to a registration
statement on Form S-3 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-3, 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 10th day of July,
1998.
/s/James A. Henderson
---------------------
James A. Henderson
2
<PAGE> 3
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 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
600,000 shares of Class A Common Stock, $1.00 par value per share, of the
Corporation, covered by the Ryerson Tull 1996 Incentive Stock Plan and issuable
to transferees of options or stock awards granted thereunder, including
specifically, but without limitations thereof, full power and authority to sign
my name as a director and (or) officer of the Corporation to a registration
statement on Form S-3 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-3, 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 10th day of July,
1998.
/s/ Donald S. Perkins
---------------------
Donald S. Perkins
3
<PAGE> 4
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 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
600,000 shares of Class A Common Stock, $1.00 par value per share, of the
Corporation, covered by the Ryerson Tull 1996 Incentive Stock Plan and issuable
to transferees of options or stock awards granted thereunder, including
specifically, but without limitations thereof, full power and authority to sign
my name as a director and (or) officer of the Corporation to a registration
statement on Form S-3 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-3, 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 10th day of July,
1998.
/s/ Ronald L. Thompson
----------------------
Ronald L. Thompson
4
<PAGE> 5
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 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
600,000 shares of Class A Common Stock, $1.00 par value per share, of the
Corporation, covered by the Ryerson Tull 1996 Incentive Stock Plan and issuable
to transferees of options or stock awards granted thereunder, including
specifically, but without limitations thereof, full power and authority to sign
my name as a director and (or) officer of the Corporation to a registration
statement on Form S-3 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-3, 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 10th day of July,
1998.
/s/ Robert J. Darnall
_____________________
Robert J. Darnall
5
<PAGE> 6
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 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
600,000 shares of Class A Common Stock, $1.00 par value per share, of the
Corporation, covered by the Ryerson Tull 1996 Incentive Stock Plan and issuable
to transferees of options or stock awards granted thereunder, including
specifically, but without limitations thereof, full power and authority to sign
my name as a director and (or) officer of the Corporation to a registration
statement on Form S-3 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-3, 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 10th day of July,
1998.
/s/ Neil S. Novich
------------------
Neil S. Novich
6
<PAGE> 7
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 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
600,000 shares of Class A Common Stock, $1.00 par value per share, of the
Corporation, covered by the Ryerson Tull 1996 Incentive Stock Plan and issuable
to transferees of options or stock awards granted thereunder, including
specifically, but without limitations thereof, full power and authority to sign
my name as a director and (or) officer of the Corporation to a registration
statement on Form S-3 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-3, 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 10th day of July,
1998.
/s/ Jerry K. Pearlman
---------------------
Jerry K. Pearlman
7
<PAGE> 8
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 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
600,000 shares of Class A Common Stock, $1.00 par value per share, of the
Corporation, covered by the Ryerson Tull 1996 Incentive Stock Plan and issuable
to transferees of options or stock awards granted thereunder, including
specifically, but without limitations thereof, full power and authority to sign
my name as a director and (or) officer of the Corporation to a registration
statement on Form S-3 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-3, 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 10th day of July,
1998.
/s/ Jean-Pierre Rosso
---------------------
Jean-Pierre Rosso
8
