<PAGE>
First Quarter - 1999
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
---------
[X] Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the period ended March 31, 1999
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the transition period from __________ to __________
-------------------------
Commission file number 1-9117
I.R.S. Employer Identification Number 36-3425828
RYERSON TULL, INC.
(a Delaware Corporation)
2621 West 15th Place
Chicago, Illinois 60608
Telephone: (773) 762-2121
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 24,960,674 shares of the
Company's Common Stock ($1.00 par value per share) were outstanding as of
May 11, 1999.
<PAGE>
PART I. FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
Consolidated Statement of Operations (Unaudited)
================================================================================
<TABLE>
<CAPTION>
Dollars in Millions (except per share data)
-------------------------------------------
Three Months Ended
March 31
------------------
1999 1998
------ ------
<S> <C> <C>
NET SALES $691.4 $740.9
Cost of materials sold 533.8 573.6
------ ------
GROSS PROFIT 157.6 167.3
Operating expenses 123.3 124.5
Depreciation and amortization 8.8 8.4
------ ------
OPERATING PROFIT 25.5 34.4
Other revenue and expense, including
interest income 0.4 5.7
Interest and other expense on debt (6.3) (9.7)
------ ------
INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES 19.6 30.4
PROVISION FOR INCOME TAXES 9.1 11.8
------ ------
INCOME FROM CONTINUING OPERATIONS
BEFORE MINORITY INTEREST 10.5 18.6
MINORITY INTEREST 0.7 2.1
------ ------
INCOME FROM CONTINUING OPERATIONS 9.8 16.5
INCOME FROM DISCONTINUED OPERATIONS
OF INLAND STEEL COMPANY - 5.3
------ ------
NET INCOME $ 9.8 $ 21.8
====== ======
</TABLE>
See notes to consolidated financial statements
-1-
<PAGE>
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
Consolidated Statement of Operations (Unaudited)
================================================================================
Dollars in Millions (except per share data)
<TABLE> -------------------------------------------
<CAPTION>
EARNINGS PER SHARE Three Months Ended
OF COMMON STOCK March 31
- ------------------ ------------------
1999 1998
------ ------
<S> <C> <C>
Basic:
Income from continuing operations $ 0.42 $ 0.29
Income from discontinued operations - 0.11
------ ------
Net income $ 0.42 $ 0.40
====== ======
Diluted:
Income from continuing operations $ 0.42 $ 0.28
Income from discontinued operations - .10
------ ------
Net income $ 0.42 $ 0.38
====== ======
STATEMENT OF COMPREHENSIVE INCOME
- ---------------------------------
NET INCOME $ 9.8 $ 21.8
------ ------
OTHER COMPREHENSIVE INCOME:
Foreign currency translation adjustments (0.3) -
Minimum pension liability adjustment,
net of tax of $9.5 14.1 -
------ ------
COMPREHENSIVE INCOME $ 23.6 $ 21.8
====== ======
OPERATING DATA
- --------------
SHIPMENTS (Tons in Thousands) 819.1 812.1
</TABLE>
See notes to consolidated financial statements
-2-
<PAGE>
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
- --------------------------------------------------------------------------------
Consolidated Statement of Cash Flows (Unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Dollars in Millions
-----------------------------
Three Months Ended
March 31
-----------------------------
1999 1998
------ ------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 9.8 $ 21.8
------ ------
Adjustments to reconcile net income to net
cash provided from (used for) operating activities:
Income from discontinued operations - (5.3)
Depreciation and amortization 8.9 8.4
Deferred employee benefit cost (1.2) 1.4
Deferred income taxes (0.5) 5.0
Stock issued for coverage of employee benefit plans - 3.0
Change in assets and liabilities, excluding effects of acquisitions:
Receivables (38.0) (53.0)
Inventories 9.8 (28.0)
Other assets 2.1 -
Accounts payable 25.8 6.6
Accrued liabilities (11.8) (8.5)
Other deferred items 1.2 (0.6)
------ ------
Net adjustments (3.7) (71.0)
------ ------
Net cash provided from (used for) operating activities 6.1 (49.2)
------ ------
INVESTING ACTIVITIES
Acquisitions (Note 2) (67.9) (7.7)
Capital expenditures (5.6) (8.0)
Proceeds from sales of assets 0.3 0.1
------ ------
Net cash used for investing activities (73.2) (15.6)
------ ------
FINANCING ACTIVITIES
Debt retirement - (5.2)
Short-term borrowing 40.0 -
Dividends paid (1.3) (2.5)
Acquisition of treasury stock - (5.5)
------ ------
Net cash provided from (used for) financing activities 38.7 (13.2)
------ ------
Cash provided by discontinued operations - 54.2
------ ------
Net decrease in cash and cash equivalents (28.4) (23.8)
Cash and cash equivalents - beginning of year 52.5 97.0
------ ------
Cash and cash equivalents - end of period $ 24.1 $ 73.2
====== ======
SUPPLEMENTAL DISCLOSURES
Cash paid during the period for:
Interest $ 11.1 $ 13.8
Income taxes, net 0.7 0.8
</TABLE>
See notes to consolidated financial statements
-3-
<PAGE>
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
Consolidated Balance Sheet (Unaudited)
================================================================================
<TABLE>
<CAPTION>
Dollars in Millions
------------------------------------
ASSETS March 31, 1999 December 31, 1998
- ------ ---------------- -----------------
(unaudited)
<S> <C> <C> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 24.1 $ 52.5
Receivables 338.2 284.5
Inventories - principally at LIFO 524.7 500.4
Deferred income taxes 8.9 5.6
-------- --------
Total current assets 895.9 843.0
INVESTMENTS AND ADVANCES 33.4 34.9
PROPERTY, PLANT AND EQUIPMENT
Valued on basis of cost $595.8 $583.8
Less accumulated depreciation 301.5 294.3 290.2 293.6
------ ------
DEFERRED INCOME TAXES 61.7 76.9
INTANGIBLE PENSION ASSET 3.7 4.5
EXCESS OF COST OVER NET ASSETS ACQUIRED 110.7 78.2
OTHER ASSETS 11.0 12.8
-------- --------
Total Assets $1,410.7 $1,343.9
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES
Accounts payable $ 193.8 $ 152.5
Accrued liabilities 109.2 118.5
Short-term borrowing 40.0 -
-------- --------
Total current liabilities 343.0 271.0
LONG-TERM DEBT 259.3 257.0
DEFERRED EMPLOYEE BENEFITS AND OTHER 161.2 193.6
-------- --------
Total liabilities 763.5 721.6
MINORITY INTEREST - 58.7
STOCKHOLDERS' EQUITY (Schedule A) 647.2 563.6
-------- --------
Total Liabilities and Stockholders' Equity $1,410.7 $1,343.9
======== ========
</TABLE>
See notes to consolidated financial statements
-4-
<PAGE>
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
Notes to Consolidated Financial Statements (Unaudited)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NOTE 1/FINANCIAL STATEMENTS
Results of operations for any interim period are not necessarily indicative of
results of any other periods or for the year. The financial statements as of
March 31, 1999 and for the three-month period ended March 31, 1999 and 1998 are
unaudited, but in the opinion of management include all adjustments, consisting
of normal recurring adjustments, necessary for a fair presentation of results
for such periods. These financial statements should be read in conjunction with
the financial statements and related notes contained in the Annual Report on
Form 10-K for the year ended December 31, 1998.
NOTE 2/ACQUISITION
On February 1, 1999, the Company completed the acquisition of Washington
Specialty Metals Corporation, an eight-location metals service center
specializing in value-added stainless steel. The Company purchased all of the
outstanding stock of Washington Specialty Metals for approximately $70 million.
The acquisition has been accounted for by the purchase method of accounting
using preliminary valuations of assets and liabilities acquired. Goodwill
arising from the acquisition will be amortized using the straight-line method
over 25 years.
NOTE 3/MERGER
On February 25, 1999, the Company and the pre-merger Ryerson Tull, Inc. (RT)
merged and each share of RT Class A common stock was converted into 0.61 share
of Company common stock. Upon consummation of the merger, the Company changed
its name from Inland Steel Industries, Inc. to Ryerson Tull, Inc. The merger has
been accounted for as a purchase for financial reporting purposes based on
preliminary valuations of assets and liabilities of RT as they relate to the
minority interest. In conjunction with accounting for this merger, the minimum
pension liability was adjusted from $26.9 million at December 31, 1998 to $12.8
million, net of tax.
-5-
<PAGE>
NOTE 4/EARNINGS PER SHARE
<TABLE>
<CAPTION>
Dollars and Shares
in Millions
(except per share data)
------------------------
Three Months Ended
March 31
------------------------
Basic earnings per share 1999 1998
- ------------------------ ------ ------
<S> <C> <C>
Net income from continuing operations $ 9.8 $16.5
Less preferred stock dividends - 2.3
----- -----
Income from continuing operations
available to common stockholders 9.8 14.2
Discontinued operations - 5.3
----- -----
Net income available to common stockholders $ 9.8 $19.5
===== =====
Average shares of common stock outstanding 23.0 49.0
===== =====
Basic earnings per share
From continuing operations $ .42 $ .29
Discontinued operations - .11
----- -----
Net income $ .42 $ .40
===== =====
Diluted earnings per share
- --------------------------
Income from continuing operations
available to common stockholders $ 9.8 $14.2
Effect of dilutive securities
Series E leveraged preferred stock - 2.2
Additional ESOP funding required on conversion of
Series E leveraged preferred stock, net of tax - (2.1)
----- -----
Income available to common stockholders and assumed
conversions before discontinued operations 9.8 14.3
Discontinued operations - 5.3
----- -----
Net income available to stockholders $ 9.8 $19.6
===== =====
Average shares of common stock outstanding 23.0 49.0
Assumed conversion of Series E leverage preferred stock - 3.0
Dilutive effect of stock options .1 -
----- -----
Shares outstanding for diluted earnings per share calculation 23.1 52.0
===== =====
Diluted earnings per share
From continuing operations $ .42 $ .28
Discontinued operations - .10
----- -----
Net income $ .42 $ .38
===== =====
</TABLE>
-6-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations - Comparison of First Quarter 1999 to First Quarter 1998
- ------------------------------------------------------------------------------
For the first quarter of 1999, the Company reported consolidated net income of
$9.8 million, or 42 cents per diluted share. Net income in the year-ago quarter
was $21.8 million, or 38 cents per diluted share, consisting of $16.5 million
from continuing operations and $5.3 million from discontinued operations related
to Inland Steel Company, which was sold in July 1998. The average number of
shares outstanding in the current quarter declined to 23.0 million from 49.0
million in the year-ago period as a result of the share repurchase programs
initiated in the third quarter of 1998. The decline in income from continuing
operations is mainly attributable to a decrease in gross profit.
First quarter 1999 net sales of $691 million declined 6.7 percent from the year-
ago quarter. A 0.9 percent increase in tons shipped was more than offset by a
7.5 percent decrease in average selling price from a year ago.
In spite of the improvement in gross margin percentage, gross profit per ton
declined to $192 in the first quarter of 1999 from $206 in the year-ago quarter
due to lower selling prices. Expenses, defined as operating expenses,
depreciation and amortization, were reduced to $161 per ton in the first quarter
of 1999 from $164 per ton in the first quarter of 1999.
As a result of the lower metal prices and gross profit, operating profit of
$25.5 million for the quarter was $8.9 million below the year-ago level of $34.4
million.
Liquidity and Financing
- -----------------------
The Company had cash and cash equivalents at March 31, 1999 of $24.1 million
compared to $52.5 million at December 31, 1998. At March 31, 1999, the Company
had outstanding borrowings under the $250 million bank revolving credit
agreement of $40 million.
On February 1, 1999, the Company completed the purchase of Washington Specialty
Metals for approximately $70 million in cash. This purchase was funded through
borrowings under the bank revolving credit agreement and cash on hand.
Effective with the merger of pre-merger Ryerson Tull Inc., with Inland Steel
Industries, Inc., on February 25, 1999 (the "RT Merger"), the Company's line of
credit with pre-merger Ryerson Tull was eliminated. The Company also assumed the
$250 million committed bank revolving credit agreement and the $250 million of
Ryerson Tull Notes ("RT Notes"). The banks waived certain provisions of the
revolving credit agreement to facilitate the RT Merger and the Indenture Trustee
executed the First Supplemental Indenture reflecting the Company's assumption of
the RT Notes. Restrictions contained in the bank facilities and the RT Notes
indenture prohibit the Company from, among other things, declaring or paying
dividends on Company common stock under certain conditions. Considering these
restrictions, at March 31, 1999, up to $99 million of common dividends could
have been paid.
-7-
<PAGE>
Acquisition and Merger
- ----------------------
On February 1, 1999, the Company completed the acquisition of Washington
Specialty Metals Corporation, an eight-location metals service center
specializing in value-added stainless steel. The Company purchased all of the
outstanding stock of Washington Specialty Metals. The acquisition has been
accounted for by the purchase method of accounting using preliminary valuations
of assets and liabilities acquired. Goodwill arising from the acquisition is
amortized using the straight-line method over 25 years.
On February 25, 1999, the Company and the pre-merger Ryerson Tull, Inc. (RT)
merged and each share of RT Class A common stock was converted into 0.61 share
of Company common stock. Upon consummation of the merger, the Company changed
its name from Inland Steel Industries, Inc. to Ryerson Tull, Inc. The merger has
been accounted for as a purchase for financial reporting purposes based on
preliminary valuations of assets and liabilities of RT as they relate to the
minority interest. In conjunction with accounting for this merger, the minimum
pension liability was adjusted from $26.9 million at December 31, 1998 to $12.8
million, net of tax.
Year 2000
- ---------
Readiness Disclosure
The Company began planning to address Year 2000 issues in 1996. As part of this
process, the Company established a Year 2000 panel with representatives from all
business units. This panel has monitored the progress of the Company's Year 2000
compliance and met regularly throughout 1998. In 1999, Year 2000 activities are
related to contingency planning. Therefore, the Company executive staff and the
business unit presidents now serve as the monitoring and advisory board for Year
2000 matters. This ensures that the top management of the company is actively
involved in the issue and is directing the final stages of preparation.
During 1998, Company personnel and outside consultants identified and corrected
problems that may have interfered with Year 2000 readiness. The primary focus
was on the Company's internal computer systems.
An assessment of the majority of the Company's hardware, software and procedures
was completed in 1997. This assessment identified 40 major systems areas. These
were further broken down into upgrade units. Each of the units with the
exception of two systems identified below was corrected to be Year 2000
compliant, tested and installed. All unit testing was completed by the end of
1998. The Company successfully completed integrated systems tests during the
first quarter of 1999.
The Company has also performed an assessment of microprocessors embedded in its
equipment, distribution facilities and corporate offices. Based on vendor
representations and internal testing, the Company believes that it has no Year
2000 compliance issues in this area.
-8-
<PAGE>
The Company addressed all Year 2000 issues which are critical to its operations,
with two exceptions -- payroll and accounts receivable. Both operations are
handled through software packages and the Company expects to have complete Year
2000 software releases installed and tested by the end of the second quarter of
1999.
The Company has identified a number of suppliers whose Year 2000 compliance may
be critical to the Company. These suppliers include metal suppliers, outside
processing facilities and contract carriers. The Company has completed surveys
of the majority of the identified critical suppliers as to their Year 2000
compliance. The Company expects to complete its surveys by the end of June 1999
although it will perform additional selected follow-up surveys during the
balance of 1999. The Company will use the results of these surveys to aid in
contingency planning.
The Costs to Address the Company's Year 2000 Issues
The Company has estimated that expenses incurred through the end of 1998 to
address Year 2000 issues totaled approximately $5.5 million. Currently, it is
expected that the Company will spend $1.0 million in 1999 to bring its systems
into Year 2000 compliance. This estimate is based on information currently
available and may need to be increased as more information becomes available and
as compliance implementation and contingency planning proceed.
The Risks of the Company's Year 2000 Issues
Although the Company believes it is unlikely, it is possible the Company could
experience an adverse impact that could be material to the results of operations
or the financial position of the Company as a result of potential failure by
major customers or suppliers, or an oversight in the Company's effort, to
address Year 2000 issues.
In addition, if the suppliers of necessary telecommunications, energy and
transportation needs fail to provide their services, such failure could also
have an adverse impact on the results of operations or financial position of the
Company.
The Company's Contingency Plan
The Company has begun the creation of contingency plans in the event all systems
and critical suppliers have not been made Year 2000 compliant. The Company will
continue to modify its contingency plans based on the results of the surveys
described above.
-9-
<PAGE>
PART II. OTHER INFORMATION
---------------------------
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. The exhibits required to be filed by Item 601 of
Regulation S-K are listed in the "Exhibit Index," which is
attached hereto and incorporated by reference herein.
(b) Reports on Form 8-K.
On January 27, 1999 the Company (f/k/a Inland Steel Industries,
Inc.) filed a Current Report on Form 8-K, reporting, under
Item 5--Other Events, its fourth quarter and 1998 financial
results.
On February 26, 1999 the Company (f/k/a Inland Steel Industries,
Inc.) filed a Current Report on Form 8-K, reporting under Item 5--
Other Events, that: (1) the shareholders of Ryerson Tull, Inc.
["RT"] approved the merger of RT with the Company, (2) RT became a
wholly owned subsidiary of the Company and each share of RT class
A common stock was converted into 0.61 shares of Company common
stock, (3) effective upon the merger, the Company changed its name
to Ryerson Tull, Inc. and (4) shares of Company common stock began
trading on the New York Stock Exchange under the symbol "RT."
-10-
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RYERSON TULL, INC.
By /s/ Lily L. May
--------------------------------
Lily L. May
Controller and
Principal Accounting Officer
Date: May 13, 1999
-11-
<PAGE>
Part I -- Schedule A
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
SUMMARY OF STOCKHOLDERS' EQUITY
================================================================================
<TABLE>
<CAPTION>
Dollars in Millions
------------------------------------------
March 31, 1999 December 31, 1998
------------------ -------------------
(unaudited)
<S> <C> <C> <C> <C>
STOCKHOLDERS' EQUITY
- --------------------
Series A preferred stock ($1 par value)
- 78,124 shares and 78,249 shares issued
and outstanding as of March 31, 1999 and $ 0.1 $ 0.1
December 31, 1998, respectively
Common stock ($1 par value)
- 50,556,350 shares issued
as of March 31, 1999 and December 31, 1998 50.6 50.6
Capital in excess of par value 863.4 897.2
Retained earnings (accumulated deficit)
Balance beginning of year $491.2 $(45.6)
Net income 9.8 550.9
Dividends
Series A preferred stock -
$ .60 per share in 1999 and
$2.40 per share in 1998 - (0.2)
Series E preferred stock -
$3.523 per share in 1998 - (8.8)
Income tax benefit - Series E dividend - 2.1
Common Stock -
$ .05 per share in 1999 and
$ .20 per share in 1998 (1.3) 499.7 (7.2) 491.2
------ -------
Restricted stock awards (0.5) -
Treasury stock, at cost
- 25,544,371 of March 31, 1999 and
28,799,249 as of December 31, 1998 (749.7) (845.3)
Accumulated other comprehensive income (16.4) (30.2)
------- -------
Total Stockholders' Equity $ 647.2 $ 563.6
======= =======
</TABLE>
-12-
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
2.1 Agreement and Plan of Merger, dated as of May 27, 1998 between Ispat
International, N.V., Inland Steel Industries, Inc., Inland Merger Sub,
Inc. and Inland Steel Company. (Filed as Exhibit 2.1 to Inland Steel
Company's Current Report on Form 8-K filed on June 9, 1998 (File No.
1-2438), and incorporated by reference herein.)
2.2 Amendment to Agreement and Plan of Merger dated as of July 16, 1998
between Ispat International, N.V., Inland Steel Industries, Inc.,
Inland Merger Sub, Inc. and Inland Steel Company. (Filed as Exhibit
2.2 to the Company's Current Report on Form 8-K filed on July 20, 1998
(File No. 1-9117), and incorporated by reference herein.)
3.1 Copy of Certificate of Incorporation, as amended, of the Company.
(Filed as Exhibit 3.(I) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1995 (File No. 1-9117), and
incorporated by reference herein.)
3.2 By-Laws, as amended. (Filed as Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1998, and
incorporated by reference herein.)
4.1 Certificate of Designations, Preferences and Rights of Series A $2.40
Cumulative Convertible Preferred Stock of the Company. (Filed as part
of Exhibit B to the definitive Proxy Statement of Inland Steel Company
dated March 21, 1986 that was furnished to stockholders in connection
with the annual meeting held April 23, 1986 (File No. 1-2438), and
incorporated by reference herein.)
4.2 Certificate of Designation, Preferences and Rights of Series D Junior
Participating Preferred Stock of the Company. (Filed as Exhibit 4-D to
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1987 (File No. 1-9117), and incorporated by reference
herein.)
4.3 Rights Agreement, dated as of November 25, 1997, as amended and
restated as of December 10, 1998, between the Company and Harris Trust
and Savings Bank, as Rights Agent. (Filed as Exhibit 4-1 to the
Company's amended Registration Statement on Form 8-A/A filed on
January 15, 1999 (File No. 1-9117), and incorporated by reference
herein.)
4.4 Indenture, dated as of July 1, 1996, between Pre-merger Ryerson Tull
and The Bank of New York. (Filed as Exhibit 4.1 to Pre-merger Ryerson
Tull's Quarterly Report on Form 10-Q for the quarter ended June 30,
1996 (File No. 1-11767), and incorporated by reference herein.)
4.5 First Supplemental Indenture, dated as of February 25, 1999, between
the Company and The Bank of New York. (Filed as Exhibit 4.5 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1998, and incorporated by reference herein.)
4.6 Specimen of 8 1/2% Notes due July 15, 2001. (Filed as Exhibit 4.6 to
the Company's Annual Report for the year ended December 31, 1998, and
incorporated by reference herein.)
4.7 Specimen of 9 1/8% Notes due July 15, 2006. (Filed as Exhibit 4.7 to
the Company's Annual Report for the year ended December 31, 1998, and
incorporated by reference herein.)
[The registrant hereby agrees to provide a copy of any other agreement
relating to long-term debt at the request of the Commission.]
-i-
<PAGE>
Exhibit
Number Description
- ------ -----------
10.1* Inland Steel Industries, Inc. Annual Incentive Plan, as amended.
(Filed as Exhibit 10.A to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1995 (File No. 1-9117), and
incorporated by reference herein.)
10.2* Ryerson Tull Annual Incentive Plan. (Filed as Exhibit 10.2 to Pre-
merger Ryerson Tull's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997 (File No. 1-11767), and incorporated by
reference herein.)
10.3* Inland Steel Industries, Inc. Special Achievement Award Plan. (Filed
as Exhibit 10-I to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1987 (File No. 1-9117), and
incorporated by reference herein.)
10.4* Pre-merger Ryerson Tull 1996 Incentive Stock Plan, as amended. (Filed
as Exhibit 10.D to the Company's Annual Report on Form 10-K for the
year ended December 31, 1997 (File No. 1-9117), and incorporated by
reference herein.)
10.5* Inland 1995 Incentive Stock Plan, as amended. (Filed as Exhibit 10.E
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1997 (File No. 1-9117), and incorporated by reference
herein.)
10.6* Inland 1992 Incentive Stock Plan, as amended. (Filed as Exhibit 10.C
to the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995 (File No. 1-9117), and Incorporated by reference
herein.)
10.7* Inland 1988 Incentive Stock Plan, as amended. (Filed as Exhibit 10.B
to the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995 (File No. 1-9117), and incorporated by reference
herein.)
10.8* Inland Steel Industries Non-Qualified Thrift Plan, as amended. (Filed
as Exhibit 10.A to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997 (File No. 1-9117), and incorporated
by reference herein.)
10.9* Inland 1992 Stock Plan for Non-Employee Directors, as amended. (Filed
as Exhibit 10.A to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998 (File No. 1-9117), and incorporated by
reference herein.)
10.10* Inland Steel Industries Supplemental Retirement Benefit Plan for
Covered Employees, as amended. (Filed as Exhibit 10.B to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1997
(File No. 1-9117), and incorporated by reference herein.)
10.11* Inland Steel Industries Special Retirement Benefit Plan for Covered
Employees, as amended. (Filed as Exhibit 10.C to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1997
(File No. 1-9117), and incorporated by reference herein.)
10.12* Pre-merger Ryerson Tull Supplemental Retirement Plan for Covered
Employees, as amended. (Filed as Exhibit 10.1 to Pre-merger Ryerson
Tull's Form 10-Q for the quarter ended September 30, 1997 (File No.
1-11767), and incorporated by reference herein.)
10.13* Pre-merger Ryerson Tull Nonqualified Savings Plan, effective January
1, 1998. (Filed as Exhibit 10.S.(2) to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997 (File No.
1-9117), and incorporated by reference herein.)
10.14* Inland Steel Industries Deferred Compensation Plan for Certain
Employees, as amended. (Filed as Exhibit 10.J to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994 (File
No. 1-9117), and incorporated by reference herein.)
10.15* Inland Steel Industries Deferred Compensation Plan for Directors, as
amended. (Filed as Exhibit 10-L to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1992 (File No. 1-9117),
and incorporated by reference herein.)
-ii-
<PAGE>
Exhibit
Number Description
- ------ -----------
10.16* Inland Steel Industries Terminated Retirement Plan for Non-Employee
Directors. (Filed as Exhibit 10.M to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995 (File No.
1-9117), and incorporated by reference herein.)
10.17* Inland Steel Industries, Inc. Deferred Phantom Stock Unit Plan for
Non-Employee Directors. (Filed as Exhibit 10.N to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995 (File
No. 1-9117), and incorporated by reference herein.)
10.18* Outside Directors Accident Insurance Policy. (Filed as Exhibit 10-F to
Inland Steel Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1983 (File No. 1-2438), and incorporated by
reference herein.)
10.19* Ryerson Tull Directors' 1999 Stock Option Plan. (Filed as Exhibit
10.19 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1998, and incorporated by reference herein.)
10.20* Ryerson Tull Directors' Compensation Plan, as amended. (Filed as
Exhibit 10.20 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1998, and incorporated by reference herein.)
10.21* Form of Severance Agreement, dated January 28, 1998, between the
Company and each of the four executive officers of the Company
identified on the exhibit relating to terms and conditions of
termination of employment following a change in control of the
Company. (Filed as Exhibit 10.R to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1997 (File No. 1-9117),
and incorporated by reference herein.)
10.22* Amendment dated October 27, 1998 to the Severance Agreement dated
January 28, 1998 referred to in Exhibit 10.21 above between the
Company and Robert J. Darnall. (Filed as Exhibit 10.22 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1998, and incorporated by reference herein.)
10.23* Amendment dated November 6, 1998 to the Severance Agreement dated
January 28, 1998 referred to in Exhibit 10.21 above between the
Company and Jay M. Gratz. (Filed as Exhibit 10.23 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1998, and
incorporated by reference herein.)
10.24* Amendment dated February 19, 1999 to the Severance Agreement dated
January 28, 1998 referred to in Exhibit 10.21 above between the
Company and George A. Ranney, Jr. (Filed as Exhibit 10.24 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1998, and incorporated by reference herein.)
10.25* Form of Change in Control Agreement between the Company and the
parties listed on the schedule thereto. (Filed as Exhibit 10.25 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1998, and incorporated by reference herein.)
10.26* Form of Change in Control Agreement between the Company and the party
listed on the schedule thereto. (Filed as Exhibit 10.26 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1998, and is incorporated by reference
herein.)
10.27* Employment Agreement dated as of August 18, 1995 between the Company
and George A. Ranney, Jr. (Filed as Exhibit 10.X to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1997
(File No. 1-9117), and incorporated by reference herein.)
10.28 Employment Agreement dated March 9, 1999 between the Company and Gary
J. Niederpruem
27 Financial Data Schedule
* Management contract or compensatory plan or arrangement required to be
filed as an exhibit to the Company's Annual Report on Form 10-K.
-iii-
<PAGE>
EXHIBIT 10.28
EMPLOYMENT AGREEMENT
THIS AGREEMENT, by and between Ryerson Tull, Inc. (the "Company") and Gary
J. Niederpruem (the "Employee") effective as of March 8, 1999 (the "Effective
Date");
WITNESSETH THAT:
WHEREAS, the Company desires to appoint Employee to the position of
Executive Vice President, and Employee desires to accept such appointment; and
WHEREAS, in connection with such appointment, the Company and Employee
desire to enter into this Agreement;
NOW, THEREFORE, in consideration of the Employee's appointment as Executive
Vice President, and for other good and valuable consideration the receipt of
which is hereby acknowledged, it is agreed by the Employee and Company as
follows:
1. Duties. The Executive agrees that while he is employed by the
Company, he will devote his full business time, energies and talents to serving
as the Executive Vice President of the Company and providing services for the
Company at the direction of the Chairman of the Company. The Executive shall
have such duties and responsibilities as may be assigned to him from time to
time by the Chairman, shall perform all duties assigned to him faithfully and
efficiently, subject to the direction of the Chairman, and shall have such
authorities and powers as are inherent to the undertakings applicable to his
position and necessary to carry out the responsibilities and duties required of
him hereunder; provided, however, that the Executive shall not be required to
perform any duties while he is disabled. Notwithstanding the foregoing or any
other provisions of this Agreement, the Executive and the Company understand and
agree that the responsibilities and duties of the Executive, in his capacity as
Executive Vice President of the Company, may change from time to time due to
other changes in the nature and structure of the Company's business and that any
such changes in the Executive's duties and responsibilities that are consistent
with such changes in the Company's business shall not constitute a reduction in
the Executive's duties and responsibilities for purposes of this Agreement.
2. Compensation. Subject to the terms and conditions of this Agreement,
during the Employment Period while the Executive is employed by the Company, the
Company shall compensate him for his services as follows:
<PAGE>
(A) The Executive shall receive, for each twelve-consecutive month period
beginning on March 8, 1999, and each anniversary thereof, an annual
salary of $285,700 (the "Salary"), which Salary shall be payable in
substantially equal bi-weekly installments. The Executive's rate of
Salary shall be reviewed annually beginning in February, 2000.
(B) The Executive shall be entitled to receive bonuses from the Company in
accordance with the bonus plans of the Company as in effect from time
to time. As Executive Vice President his target bonus award percentage
shall be 50%, subject to annual approval of the Compensation Committee
of the Board of Directors.
(C) Except as otherwise specifically provided to the contrary in this
Agreement, the Executive shall be provided with health, welfare and
other fringe benefits to the same extent and on the same terms as
those benefits are provided by the Company from time to time to the
Company's other senior management employees.
(D) The Executive shall be reimbursed by the Company, on terms and
conditions that are substantially similar to those that apply to other
similarly situated senior management employees of the Company, for
reasonable out-of-pocket expenses for entertainment, travel, meals,
lodging and similar items (including such expenses which are incurred
by the Executive at the country club at which he is a member) which
are consistent with the Company's expense reimbursement policy and
actually incurred by the Executive in the promotion of the Company's
business.
(E) The Company shall pay or shall reimburse the Executive for his monthly
country club dues and assessments; provided, however, that such
payment or reimbursement, as applicable, shall apply only to the club
at which the Executive was a member immediately prior to the date
hereof unless it is necessary for the Executive to change clubs and,
in any event shall apply to only one club at any given point in time.
(F) The Company shall pay or shall reimburse the Executive for the amount
of the monthly lease payment for the automobile that he uses for
business; provided,
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<PAGE>
however, that the Company shall report as income to the Executive any
amounts required by law or the policies of the Company relating to the
Executive's personal use of such automobile.
3. Rights and Payments Upon Termination. The Executive's right to
benefits and payments, if any, for periods after the date on which his
employment with the Company terminates for any reason (his "Termination Date")
shall be determined in accordance with this Section 3:
(A) Termination by the Company for Reasons Other Than Cause; Termination
by the Executive for Good Reason. If the Executive's termination by
the Company occurs for any reason other than Cause or is a result of
the Executive's termination of employment for Good Reason (and is not
on account of the Executive's death, disability, or voluntary
resignation, the mutual agreement of the parties or any other reason),
then the Executive shall receive from the Company for the period
commencing on his Termination Date and ending on the earliest of (i)
the twelfth month after the Executive's Termination Date; (ii) the
date on which the Executive violates the provisions of Sections 4, 5
or 6 of this Agreement; or (iii) the date of the Executive's death,
the Salary and benefits in effect as of his Termination Date, payable
in accordance with the provisions of Paragraph 3(B).
Any income earned by the Executive from another employer during the
twelve months following the Executive's Termination Date will offset
payments made by the Company during the twelve-month period.
(B) Termination By Company for Cause. If the Executive's termination is a
result of the Company's termination of the Executive's employment on
account of Cause, then, except as agreed in writing between the
Executive and the Company, the Executive shall have no right to future
payments or benefits under this Agreement (and the Company shall have
no obligation to make any such future payments or provide any such
future benefits) for periods after the Executive's Termination Date.
(C) Termination for Death or Disability. If the Executive's termination
is caused by the Executive's death or permanent disability, then the
Executive (or in the event of his death, his estate) shall be entitled
to continuing payments of his
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<PAGE>
Salary for the period commencing on his Termination Date and ending on
the earlier of (i) the last day of the calendar month in which his
Termination Date occurs or (ii) the date on which the Executive
violates the provisions of Sections 4, 5 or 6 of this Agreement.
(D) Termination for Voluntary Resignation, Mutual Agreement or Other
Reasons. If the Executive's termination occurs on account of his
voluntary resignation, mutual agreement of the parties, or any reason
other than those specified in Paragraphs (A), (B) or (C) above then,
except as agreed in writing between the Executive and the Company, the
Executive shall have no right to future payments or benefits under
this Agreement (and the Company shall have no obligation to make any
such future payments or provide any such future benefits) for periods
after the Executive's Termination Date. The Executive's termination
of employment for Good Reason shall not be treated as a voluntary
resignation for purposes of this Agreement.
(E) Definitions. For purposes of this Agreement:
(i) The term "Cause" shall mean (a) the continuous failure by the
Executive to substantially perform his duties under this
Agreement, as determined by the Chairman and after expiration of
a cure period of 30 days following the Executive's receipt of
notice of the Chairman's determination under this clause (a); (b)
the willful engaging by the Executive in conduct which is
demonstrably and materially injurious to the Company or its
affiliates, monetarily or otherwise, as determined by the
Chairman; (c) conduct by the Executive that involves theft, fraud
or dishonesty; or (d) the Executive's violation of the provisions
of Sections 4, 5 or 6 hereof.
(ii) The term "Good Reason" means (a) the assignment to the Executive
duties which are materially inconsistent with his duties as
Executive Vice President of the Company, including, without
limitation, a material diminution or reduction in his title,
office or responsibilities or a reduction in his rate of Salary,
or (b) the relocation of the Executive to a location that is not
within the greater Chicago metropolitan area.
Notwithstanding any other provision of this Agreement, the Executive shall
automatically cease to be an employee of the Company and its affiliates as of
his Termination Date and, to the
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<PAGE>
extent permitted by applicable law, any and all monies that the Executive owes
to the Company shall be repaid before any post-termination payments are made
pursuant to the Executive pursuant to this Agreement.
4. Confidential Information. The Executive agrees that:
(A) Except as may be required by the lawful order of a court or agency of
competent jurisdiction, or except to the extent that the Executive has
express authorization from the Company, he shall keep secret and
confidential indefinitely all non-public information (including,
without limitation, information regarding litigation and pending
litigation) concerning the Company and its affiliates which was
acquired by or disclosed to the Executive during the course of his
employment with the Company, and not to disclose the same, either
directly or indirectly, to any other person, firm, or business entity,
or to use it in any way.
(B) Upon his Termination Date or at the Company's earlier request, he will
promptly return to the Company any and all records, documents,
physical property, information, computer disks or other materials
relating to the business of the Company and its affiliates obtained by
him during his course of employment with the Company.
(C) The Executive shall keep the Company informed of, and shall execute
such assignments as may be necessary to transfer to the Company or its
affiliates the benefits of, any inventions, discoveries, improvements,
trade secrets, developments, processes, and procedures made by the
Executive, in whole or in part, or conceived by the Executive either
alone or with others, which result from any work which the Executive
may do for or at the request of the Company, whether or not conceived
by the Executive while on holiday, on vacation, or off the premises of
the Company, including such of the foregoing items conceived during
the course of employment which are developed or perfected after the
Executive's termination of employment. The Executive shall assist the
Company or other nominated by it, to obtain patents, trademarks and
service marks and the Executive agrees to execute all documents and to
take all other actions which are necessary or appropriate to secure to
the Company and its affiliates the benefits thereof. Such patents,
trademarks and service marks shall become the property of the Company
and its affiliates. The Executive shall deliver to the Company all
sketches, drawings, models, figures, plans, outlines, descriptions or
other information with respect thereto.
-5-
<PAGE>
(D) To the extent that any court or agency seeks to have the Executive
disclose confidential information, he shall promptly inform the
Company, and he shall take such reasonable steps to prevent disclosure
of Confidential Information until the Company has been informed of
such requested disclosure. To the extent that the Executive obtains
information on behalf of the Company or any of its affiliates that may
be subject to attorney-client privilege as to the Company's attorneys,
the Executive shall take reasonable steps to maintain the
confidentiality of such information and to preserve such privilege.
(E) Nothing in the foregoing provisions of this Section 4 shall be
construed so as to prevent the Executive from using, in connection
with his employment for himself or an employer other than the Company
or any of its affiliates, knowledge which was acquired by him during
the course of his employment with the Company and its affiliates, and
which is generally known to persons of his experience in other
companies in the same industry.
5. Nonsolicitation. While the Executive is employed by the Company and
its affiliates and for a period of one year after the date the Executive
terminates employment with the Company and its affiliates for any reason, the
Executive covenants and agrees that he will not, whether for himself or for any
other person, business, partnership, association, firm, company or corporation,
directly or indirectly, call upon, solicit, divert or take away or attempt to
solicit, divert or take away, any of the customers or employees of the Company
or its affiliates in existence from time to time during his employment with the
Company and its affiliates.
6. Noncompetition. While the Executive is employed by the Company and
its affiliates, and for a period of one year after the date the Executive
terminates employment with the Company and its affiliates, the Executive
covenants and agrees that he will not, directly or indirectly, engage in,
assist, perform services for, plan for, establish or open, or have any financial
interest (other than (i) ownership of 1% or less of the outstanding stock of any
corporation listed on the New York or American Stock Exchange or included in the
National Association of Securities Dealers Automated Quotation System or (ii)
ownership of securities in any entity affiliated with the Company) in any
person, firm, corporation, or business entity (whether as an employee, officer,
director or consultant) that engages in an activity in any state in which the
Company or its affiliates is conducting or has reasonable expectations of
commencing business activities at the date of the Executive's termination of
employment, which
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<PAGE>
is the same as, similar to, or competitive with the metals service center,
processing and distribution business of the Company and its affiliates.
7. Equitable Remedies. The Executive acknowledges that the Company would
be irreparably injured by a violation of Sections 4, 5 and 6 and agrees that the
Company, in addition to other remedies available to it for such breach or
threatened breach, shall be entitled to a preliminary injunction, temporary
restraining order, other equivalent relief, restraining the Executive from any
actual or threatened breach of Sections 4, 5 and 6 without any bond or other
security being required.
8. Defense of Claims. The Executive agrees that, during his employment
with the Company and after his termination, he will cooperate with the Company
and its affiliates in the defense of any claims that may be made against the
Company or its affiliates to the extent that such claims may relate to services
performed by him for the Company. To the extent travel is required to comply
with the requirements of this Section 8, the Company, shall to the extent
possible, provide the Executive with notice at least 10 days prior to the date
on which such travel would be required and the Company agrees to reimburse the
Executive for all of his reasonable actual expenses associated with such travel;
provided, however, that if the Company reasonably expects the travel to be
extensive or unduly burdensome to the Executive from a financial perspective,
the Executive may provide to the Executive pre-paid tickets for transportation
in connection with such travel.
9. Notices. Notices provided for in this Agreement shall be in writing
and shall be deemed to have been duly received when delivered in person or sent
by facsimile transmission, on the first business day after it is sent by air
express courier service or on the second business day following deposit in the
United States registered or certified mail, return receipt requested, postage
prepaid and addressed, in the case of the Company to the following address:
Ryerson Tull, Inc.
2621 W. 15th Place
Chicago, IL 60608
Attention: William Korda
or to the Executive:
Gary J. Niederpruem
25 Ridgefield Lane
Hinsdale, IL 60521
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<PAGE>
or such other address as either party may have furnished to the other in writing
in accordance herewith, except that a notice of change of address shall be
effective only upon actual receipt.
10. Withholding. All compensation payable under this Agreement shall be
subject to customary withholding taxes and other employment taxes as required
with respect to compensation paid by a corporation to an employee and the amount
of compensation payable hereunder shall be reduced appropriately to reflect the
amount of any required withholding. The Company shall have no obligation to make
any payments to the Executive or to make the Executive whole for the amount of
any required taxes.
11. Successors. This Agreement shall be binding on, and inure to the
benefit of, the Company and its successors and assigns and any person acquiring,
whether by merger, reorganization, consolidation, by purchase of assets or
otherwise, all or substantially all of the assets of the Company.
12. Nonalienation. The interests of the Executive under this Agreement
are not subject to the claims of his creditors, other than the Company, and may
not otherwise be voluntarily or involuntarily assigned, alienated or encumbered.
13. Waiver of Breach. The waiver by either the Company or the
Executive of a breach of any provision of this Agreement shall not operate as or
be deemed a waiver of any subsequent breach by either the Company or the
Executive. Continuation of payments hereunder by the Company following a breach
by the Executive of any provision of this Agreement shall not preclude the
Company from thereafter terminating said payments based upon the same violation.
14. Severability. It is mutually agreed and understood by the parties
that should any of the agreements and covenants contained herein be determined
by any court of competent jurisdiction to be invalid by virtue of being vague or
unreasonable, including but not limited to the provisions of Sections 4, 5 and
6, then the parties hereto consent that this Agreement shall be amended
retroactive to the date of its execution to include the terms and conditions
said court deems to be reasonable and in conformity with the original intent of
the parties and the parties hereto consent that under such circumstances, said
court shall have the power and authority to determine what is reasonable and in
conformity with the original intent of the parties to the extent that said
covenants and/or agreements are enforceable.
15. Applicable Law. This Agreement shall be construed in accordance with
the laws of the State of Illinois.
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<PAGE>
16. Amendment. This Agreement may be amended or cancelled by mutual
Agreement of the parties in writing without the consent of any other person.
17. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one and the same instrument.
Each counterpart may consist of a copy hereof containing multiple signature
pages, each signed by one party hereto, but together signed by both of the
parties hereto.
18. Other Agreements. This Agreement constitutes the sole and complete
Agreement between the Company and the Executive and supersedes all other
agreements, both oral and written, between the Company and the Executive with
respect to the matters contained herein including, without limitation any
severance agreements or arrangements between the parties; provided, however,
that this Agreement does not supersede the Change in Control Agreement. No
verbal or other statements, inducements, or representations have been made to or
relied upon by the Executive. The parties have read and understand this
Agreement.
RYERSON TULL, INC.
Dated: March 8, 1999 /s/ William Korda
------------- ---------------------------------------
William Korda
Vice President Human Resources
Dated: March 8, 1999 /s/ Gary J. Niederpruem
------------- ---------------------------------------
Gary J. Niederpruem
Executive Vice President
-9-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE CONSOLIDATED STATEMENT OF OPERATIONS, THE CONSOLIDATED BALANCE SHEET, AND
THE SUMMARY OF STOCKHOLDERS' EQUITY CONTAINED IN THE QUARTERLY REPORT ON FORM
10-Q TO WHICH THIS EXHIBIT IS ATTACHED AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL SCHEDULES.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1999
<CASH> 24,100
<SECURITIES> 0
<RECEIVABLES> 347,300
<ALLOWANCES> 9,100
<INVENTORY> 524,700
<CURRENT-ASSETS> 895,900
<PP&E> 595,800
<DEPRECIATION> 301,500
<TOTAL-ASSETS> 1,410,700
<CURRENT-LIABILITIES> 343,000
<BONDS> 259,300
0
100
<COMMON> 50,600
<OTHER-SE> 596,500
<TOTAL-LIABILITY-AND-EQUITY> 1,410,700
<SALES> 691,400
<TOTAL-REVENUES> 691,400
<CGS> 614,300
<TOTAL-COSTS> 614,300
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,300
<INCOME-PRETAX> 19,600
<INCOME-TAX> 9,100
<INCOME-CONTINUING> 10,500
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,800
<EPS-PRIMARY> .42
<EPS-DILUTED> .42
</TABLE>
