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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) May 11, 1999
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RYERSON TULL, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-9117 36-3425828
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(Commission File Number) (I.R.S. Employer Identification No.)
2621 West 15th Place, Chicago, Illinois 60608
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(Address of Principal Executive Offices) (Zip Code)
(773) 762-2121
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Page 1 of 3
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Item 5. Other Events.
On July 16, 1998, Ryerson Tull, Inc. (then known as Inland Steel
Industries, Inc.) disposed of Inland Steel Company (now known as Ispat Inland
Inc.) under an Agreement and Plan of Merger dated as of May 27, 1998, as amended
(the "Merger Agreement"), among Ispat International N.V., Inland Merger Sub,
Inc., Ryerson Tull, Inc. and Ispat Inland Inc. As a result, Ispat Inland Inc.
("Ispat Inland") became a subsidiary of Ispat International N.V. ("Ispat
International"). Ryerson Tull has no further ownership interest in Ispat Inland.
Ispat Inland has recently disclosed that it has been informed by the United
States Attorney for the Middle District of Louisiana that it is named as a
defendant in a civil proceeding filed under seal in Baton Rouge, Louisiana by an
individual on behalf of the United States Government that asserts violations of
the False Claims Act, 31 U.S.C. Sec. 3729, et seq.; that it is also the target
of a federal criminal grand jury investigation in connection with the alleged
violations; that the U.S. Attorney and Ispat Inland have agreed that no criminal
charges will be filed against Ispat Inland prior to December 1, 1999 while Ispat
Inland reviews the matter; that it has been informed by the U.S. Attorney's
office of a damage claim in the civil litigation, which, if successfully proved,
would be material to the financial position and results of operation of Ispat
Inland; that it has not had an opportunity to review the factual basis of the
claim or the method by which the damages have been calculated; and that it has
not yet determined the extent to which other potential corporate defendants are
involved.
By letter dated May 11, 1999, Ispat International and Ispat Inland notified
Ryerson Tull that they view the civil lawsuit and the criminal grand jury
investigation (together, the "Proceedings") as implicating contractual rights
against Ryerson Tull including, without limitation, their indemnification rights
under the Merger Agreement. The letter stated that Ispat International and Ispat
Inland were notifying Ryerson Tull of the Proceedings in order to preserve their
rights under the Merger Agreement. Ryerson Tull's maximum liability for claims
relating to breaches of representations and warranties under the Merger
Agreement is $90 million in the aggregate. At present, Ryerson Tull does not
know what claims will be made against Ispat Inland as a result of the
Proceedings or to what extent any specific claims for indemnification will be
made against Ryerson Tull by Ispat International and Ispat Inland. Ryerson Tull
is therefore unable at the present time to determine either Ispat International
and Ispat Inland's right to indemnification under the Merger Agreement or
whether an adverse outcome in the Proceedings would have a material adverse
effect on its financial condition or results of operations.
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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 hereunto duly authorized.
RYERSON TULL, INC.
Dated: May 27, 1999 /s/ Lily L. May
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By: Lily L. May
Its: Controller
