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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): February 25, 1999
RYERSON TULL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-9117 36-3425828
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
2621 West 15th Place
Chicago, Illinois 60608
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including are code: (773) 762-2121
Inland Steel Industries, Inc.
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On February 25, 1999 at a special meeting of the stockholders of Ryerson
Tull, Inc. ("Ryerson Tull"), the stockholders of Ryerson Tull approved the
merger of Ryerson Tull with RT Merger Sub, Inc., a wholly owned subsidiary of
Inland Steel Industries, Inc. (the "Company"). Pursuant to the merger, Ryerson
Tull became a wholly owned subsidiary of the Company and each share of Ryerson
Tull class A common stock was converted into 0.61 shares of Company common
stock. Ryerson Tull then merged with the Company and the Company changed its
name to "Ryerson Tull, Inc."
As of February 26, 1999, shares of Company common stock began trading on
the New York Stock Exchange under the symbol "RT."
The Press Release dated February 25, 1999 attached hereto as Exhibit 99.1
is incorporated herein by reference in answer to this Item 5.
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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: February 26, 1999 RYERSON TULL, INC.
By: /s/ Jay M. Gratz
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Jay M. Gratz
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
Number Description
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<S> <C>
99.1 Press Release issued by the Company dated
February 25, 1999................................................
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[LETTERHEAD OF RYERSON TULL]
For Immediate Release
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INLAND STEEL INDUSTRIES AND RYERSON TULL COMPLETE MERGER;
ANNOUNCE EXECUTIVE AND BOARD APPOINTMENTS
Chicago, Illinois - February 25, 1999 - Inland Steel Industries, Inc.
(NYSE:IAD) and Ryerson Tull, Inc. (NYSE:RT) announced today the completion of
the merger of the two companies, under which each publicly held share of Ryerson
Tull Class A common stock was converted into 0.61 shares of Inland common stock.
Upon consummation of the merger, Inland's name was changed to Ryerson Tull. The
company will trade on the New York Stock Exchange using the symbol "RT".
"This business combination is very positive for the company and its
shareholders, and creates advantages for our customers and employees," said
Neil S. Novich, who became chairman, president and CEO of the company upon
completion of the merger. With the merger, Ryerson Tull has a stronger capital
structure and a larger, more liquid market for its equity securities. It also
gains access to new international markets and adds worldwide metals trading
capabilities with the integration of Inland's international operations (now
Ryerson International). "We are even better positioned now to profitably grow
our business," added Novich.
Enhanced Management Structure and Board
The company also announced changes that expand and strengthen its
management structure and its Board of Directors. Jay M. Gratz, formerly vice
president and chief financial officer, was named executive vice president and
chief financial officer. Gary J. Niederpruem, formerly president, Ryerson
Central, was named executive vice president of Ryerson Tull. Both will assume
broader responsibility for operations. James M. Delaney, a regional vice
president since 1993, succeeds Niederpruem as president, Ryerson Central. "These
changes will enable Ryerson Tull to increase its focus on our expanding
operations, as we grow internally and through acquisitions," said Novich. All
appointments are effective immediately. George A. Ranney, Jr., who had served as
president of Inland prior to completion of the merger, will continue to serve as
secretary and general counsel of the company.
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At the same time, Gary L. Crittenden, senior vice president and chief
financial officer of Monsanto Company, and Gregory P. Josefowicz, chief
executive officer of Jewel-Osco, join the company's Board of Directors. "We look
forward to the broad experience and new insights they bring to the board,"
concluded Novich.
The company also announced that in connection with the merger, A. Robert
Abboud, Robert J. Darnall (chairman), Leo F. Mullin, Joshua I. Smith, Nancy H.
Teeters and Arnold R. Weber resigned from the company's Board of Directors.
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Ryerson Tull, Inc. is North America's largest distributor and processor of
metals, with annual revenues of $2.8 billion. The company has a network of
nearly 70 facilities across the United States and in Canada. Through joint
ventures, the company operates metal service centers in Mexico, India and China,
and maintains metal trading capabilities around the world.
