RYERSON TULL INC
8-K, 1999-01-27
METALS & MINERALS (NO PETROLEUM)
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<PAGE>
  
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington D.C. 20549


                                   FORM 8-K


                                Current Report

                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934


      Date of Report (Date of earliest event reported): January 25, 1999

                              RYERSON TULL, INC.
      -------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Delaware                  1-11767                    36-3431962
- ----------------------------    ----------------             ----------------
(State or other jurisdiction       (Commission               (I.R.S. Employer
      of incorporation)             File Number)             Identification No.)
 
           2621 West 15th Place
            Chicago, Illinois                                      60608
- -------------------------------------                        ----------------
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including are code: (773) 762-2121
 
                              Not Applicable
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report)
<PAGE>
  
Item 5.  Other Events.

     The Press Release dated January 25, 1999 attached hereto as Exhibit 99.1 is
incorporated herein by reference in answer to this Item 5.

                                       2
<PAGE>
  
                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


Dated: January 27, 1999                    INLAND STEEL INDUSTRIES, INC.


                                           By: /s/ Jay M. Gratz
                                                   -------------------------
                                                   Jay M. Gratz
                                                   Vice President and
                                                   Chief Financial Officer

                                       3
<PAGE>
  
                                 EXHIBIT INDEX
                                        
 
Exhibit
Number                        Description
- ------                        -----------

99.1           Press Release dated January 25, 1999

                                       4

<PAGE>

                                                                    EXHIBIT 99.1

Ryerson Tull                                                 News Release
- --------------------------------------------------------------------------------
                                 For additional information: Patrick J. Unzicker
                                                             773-762-2153 x 3206

For Immediate Release
- ---------------------


                      RYERSON TULL REPORTS 1998 EARNINGS;
                RESULTS IMPACTED BY DECLINING MARKET CONDITIONS
                                        
     Chicago, Illinois - January 25, 1999 - Ryerson Tull, Inc. (NYSE: RT)
reported a net loss of $1.4 million, or 3 cents per share, for the quarter ended
December 31, 1998, compared to net income of $10.7 million, or 27 cents per
share, in the year-ago period, before a one-time gain recorded in the fourth
quarter of 1997.  For the full year, net income was $35.0 million, or 89 cents
per share, in 1998, compared with $52.2 million, or $1.33 per share, in 1997,
before one-time gains recorded in the prior year.

     In the fourth quarter of 1998, net sales declined 8.7 percent on a 3.2
percent decline in tons shipped.  For the full year, net sales declined 1.3
percent on a 2.9 percent increase in volume.  Market share in the fourth quarter
of 1998 was an estimated 10 percent, based on data from the Steel Service Center
Institute.  Full year market share was an estimated 10.1 percent in 1998,
compared with 10.2 percent in 1997.

     "We were very disappointed in the company's earnings performance, which was
severely impacted by declining metals pricing and demand," said Neil S. Novich,
president and CEO of Ryerson Tull. "During 1998, however, we made significant
improvements to our buying practices, price administration, cost control and
productivity. We also increased our investment in processing capabilities and
information technology. As a result, we enter 1999 as a stronger company, well
positioned to extend our leadership in the metals service center industry."


Becoming a Fully-Independent Company

     The company's merger with Inland Steel Industries (NYSE: IAD) is
anticipated to be completed in the first quarter of 1999.  "Full independence
will bring important changes and benefits, including a stronger capital
structure and enlarged international 
<PAGE>
 
presence," continued Novich. "The merger enhances our ability to invest in our
future and deliver profitable growth, both internally and through acquisitions
like Washington Specialty Metals." Ryerson Tull announced an agreement to
acquire this eight-location metals service center specializing in value-added
stainless steel on January 7, 1999.

     Ryerson Tull, Inc. is North America's largest distributor and processor of
metals, with annual revenues of approximately $2.8 billion.  The company
operates over 70 facilities in North America, including a nationwide network of
service centers in the United States and through a joint venture in Mexico.
Ryerson Tull completed an initial public offering of 13 percent of its common
stock in June 1996 and trades on the New York Stock Exchange under the symbol
RT.  The remaining 87 percent of the stock is owned by Chicago-based Inland
Steel Industries, Inc.

                               - Table Follows -
<PAGE>

                  RYERSON TULL, INC. AND SUBSIDIARY COMPANIES

                       Selected Income Data - Unaudited
                       --------------------------------
           (Dollars in Thousands except Per Share and Per Ton Data)

<TABLE> 
<CAPTION> 
                                                                                                             Year Ended
                                                               Fourth Quarter            Third               December 31        
                                                           ----------------------       Quarter       --------------------------
                                                             1998          1997           1998           1998            1997
                                                           --------      --------       --------      ----------      ----------
<S>                                                        <C>           <C>            <C>           <C>             <C> 
NET SALES                                                  $623,513      $682,981       $678,809      $2,752,324      $2,789,409
                                                                                                                     
    Cost of materials sold                                  486,848       526,958        532,204       2,143,501       2,170,055
                                                           --------      --------       --------      ----------      ----------
                                                                                                                     
    Gross profit                                            136,665       156,023        146,605         608,823         619,354
                                                                                                                     
    Operating expenses                                      122,470       121,850        118,450         475,147         466,493
    Depreciation and amortization                             7,470         6,145          8,008          31,355          26,520
    Pension curtailment gain                                  --            8,900          --             --               8,900
    Gain on sale of assets                                    --            --             --             --               8,929
                                                           --------      --------       --------      ----------      ----------
                                                                                                                     
OPERATING PROFIT                                              6,725        36,928         20,147         102,321         144,170
                                                                                                                     
    General corporate and other expense,                                                                             
      net of income items                                     2,264         1,096          2,117           8,533           6,172
    Interest and other expense on debt                        8,562         8,393          9,086          35,044          32,572
                                                           --------      --------       --------      ----------      ----------
                                                                                                                     
INCOME (LOSS) BEFORE INCOME TAXES                            (4,101)       27,439          8,944          58,744         105,426
                                                                                                                     
    Provision for income taxes                               (2,745)Cr.    11,635          4,207          23,749          42,622
                                                           --------      --------       --------      ----------      ----------
                                                                                                                     
NET INCOME (LOSS)                                           ($1,356)      $15,804         $4,737         $34,995         $62,804
                                                           ========      ========       ========      ==========      ==========
                                                                                                                     
EARNINGS (LOSS) PER SHARE OF                                                                                         
  COMMON STOCK - BASIC AND DILUTED                           ($0.03)        $0.40 (1)      $0.12           $0.89           $1.60
                                                           ========      ========       ========      ==========      ==========

Average shares of common stock outstanding  (millions)

    Basic                                                      39.3          39.3           39.3            39.3            39.3
    Diluted                                                    39.4          39.3           39.5            39.5            39.3


Supplemental Data (Excludes gain on sale of assets):

    Tons shipped  (000)                                         726           750            773           3,108           3,020

    Gross profit/ton                                           $188          $208           $190            $196            $205
    Expenses/ton (2)                                            179           171            164             163             163
    Operating profit/ton (3)                                      9            37             26              33              42
</TABLE> 

Cr. = Credit

(1) Excluding one-time gains, earnings per share were $0.27 in the fourth 
    quarter of 1997 and $1.33 for the year ended December 31, 1997.
(2) Defined as operating expenses, depreciation and amortization, divided by 
    tons shipped.
(3) Defined as gross profit/ton minus expenses/ton.


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