<PAGE>
Third 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 September 30, 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: 24,773,623 shares of the
Company's Common Stock ($1.00 par value per share) were outstanding as of
November 5, 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 Nine Months Ended
September 30 September 30
------------------- --------------------
1999 1998 1999 1998
------ ------ -------- --------
<S> <C> <C> <C> <C>
NET SALES $686.9 $688.5 $2,086.4 $2,154.3
Cost of materials sold 530.0 536.1 1,606.9 1,667.9
------ ------ -------- --------
GROSS PROFIT 156.9 152.4 479.5 486.4
Operating expenses 126.0 124.5 378.9 373.8
Depreciation and amortization 8.2 8.6 26.1 25.4
------ ------ -------- --------
OPERATING PROFIT 22.7 19.3 74.5 87.2
Other revenue and expense, including
interest income 0.2 7.5 0.8 18.3
Interest and other expense on debt (5.2) (8.2) (18.4) (27.4)
------ ------ -------- --------
INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES 17.7 18.6 56.9 78.1
PROVISION FOR INCOME TAXES 8.1 7.9 26.5 31.1
------ ------ -------- --------
INCOME FROM CONTINUING OPERATIONS
BEFORE MINORITY INTEREST 9.6 10.7 30.4 47.0
MINORITY INTEREST - 0.6 0.7 4.9
------ ------ -------- --------
INCOME FROM CONTINUING OPERATIONS 9.6 10.1 29.7 42.1
DISCONTINUED OPERATIONS -
INLAND STEEL COMPANY
Income from operations - (4.4) - 13.8
Gain on sale - 495.2 17.3 495.2
------ ------ -------- --------
INCOME BEFORE EXTRAORDINARY LOSS 9.6 500.9 47.0 551.1
Extraordinary loss on early retirement of debt - (11.2) - (11.2)
------ ------ -------- --------
NET INCOME $ 9.6 $489.7 $ 47.0 $ 539.9
====== ====== ======== ========
</TABLE>
See notes to consolidated financial statements
1
<PAGE>
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
Consolidated Statement of Operations (Unaudited)
<TABLE>
<CAPTION>
=======================================================================================
Dollars in Millions (except per share data)
-------------------------------------------
Three Months Ended Nine Months Ended
September 30 September 30
------------------ ------------------
1999 1998 1999 1998
------ ------ ------- -------
EARNINGS PER SHARE
OF COMMON STOCK
- ------------------
<S> <C> <C> <C> <C>
Basic:
Income from continuing operations $ 0.38 $ 0.22 $ 1.22 $ 0.79
Inland Steel Company -
discontinued operations -- (0.11) -- 0.31
gain on sale -- 12.90 0.71 10.91
Extraordinary loss on
early retirement of debt -- (0.29) -- (0.25)
------ ------ ------- -------
Net income $ 0.38 $12.72 $ 1.93 $ 11.76
====== ====== ======= =======
Diluted:
Income from continuing operations $ 0.38 $ 0.21 $ 1.21 $ 0.75
Inland Steel Company -
discontinued operations -- (0.11) -- 0.29
gain on sale -- 12.20 0.71 10.26
Extraordinary loss on
early retirement of debt -- (0.28) -- (0.23)
------ ------ ------- -------
Net income $ 0.38 $12.02 $ 1.92 $ 11.07
====== ====== ======= =======
STATEMENT OF COMPREHENSIVE INCOME
- ---------------------------------
NET INCOME $ 9.6 $489.7 $ 47.0 $ 539.9
------ ------ ------- -------
OTHER COMPREHENSIVE INCOME:
Foreign currency translation adjustments -- -- 0.3 --
Minimum pension liability adjustment,
net of tax of $9.5 -- -- 14.1 --
------ ------ ------- -------
COMPREHENSIVE INCOME $ 9.6 $489.7 $ 61.4 $ 539.9
====== ====== ======= =======
OPERATING DATA
- --------------
SHIPMENTS (Tons in Thousands) 835.9 772.3 2,515.3 2,381.8
</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
-------------------
Nine Months Ended
September 30
-------------------
1999 1998
------ ---------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 47.0 $ 539.9
------ ---------
Adjustments to reconcile net income to net
cash provided from (used for) operating activities:
Income from discontinued operations - (13.8)
Depreciation and amortization 26.1 25.4
Deferred employee benefit cost (9.1) (2.0)
Stock issued for coverage of employee benefit plans - 40.5
Deferred income taxes 17.1 4.4
Gain from the sale of assets net of taxes and related liabilities (17.3) (495.2)
Change in assets and liabilities, excluding effects of acquisitions:
Receivables (42.8) (29.0)
Inventories 31.9 (68.5)
Other assets 5.2 -
Accounts payable 12.2 (8.1)
Accrued liabilities (34.0) (59.2)
Other deferred items (1.0) 3.2
------ ---------
Net adjustments (11.7) (602.3)
------ ---------
Net cash provided from (used for) operating activities 35.3 (62.4)
------ ---------
INVESTING ACTIVITIES
Acquisitions (Note 2) (66.0) (7.7)
Capital expenditures (22.8) (23.7)
Investments in and advances to joint ventures, net - (2.4)
Proceeds from sales of assets 4.8 893.3
------ ---------
Net cash used for investing activities (84.0) 859.5
------ ---------
FINANCING ACTIVITIES
Redemption of Series E Preferred Stock - (56.3)
Debt retirement - (116.8)
Dividends paid (3.8) (12.8)
Acquisition of treasury stock - (829.6)
------ ---------
Net cash provided from (used for) financing activities (3.8) (1,015.5)
------ ---------
Cash provided by discontinued operations - 279.4
------ ---------
Net increase (decrease) in cash and cash equivalents (52.5) 61.0
Cash and cash equivalents - beginning of year 52.5 97.0
------ ---------
Cash and cash equivalents - end of period $ - $ 158.0
====== =========
SUPPLEMENTAL DISCLOSURES
Cash paid during the period for:
Interest $ 23.5 $ 32.1
Income taxes, net 18.8 47.8
</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 September 30, 1999 December 31, 1998
- ------- -------------------- -----------------
(unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ - $ 52.5
Receivables 342.9 284.5
Inventories - principally at LIFO 502.6 500.4
Deferred income taxes - 5.6
-------- --------
Total current assets 845.5 843.0
INVESTMENTS AND ADVANCES 32.5 34.9
PROPERTY, PLANT AND EQUIPMENT
Valued on basis of cost $576.6 $583.8
Less accumulated depreciation 304.1 272.5 290.2 293.6
------ -------
DEFERRED INCOME TAXES 74.3 76.9
INTANGIBLE PENSION ASSET 3.7 4.5
EXCESS OF COST OVER NET ASSETS ACQUIRED 108.6 78.2
OTHER ASSETS 7.9 12.8
-------- --------
Total Assets $1,345.0 $1,343.9
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES
Accounts payable $ 180.1 $ 152.5
Accrued liabilities 69.7 118.5
Deferred income taxes 1.9 -
-------- --------
Total current liabilities 251.7 271.0
LONG-TERM DEBT 259.0 257.0
DEFERRED EMPLOYEE BENEFITS AND OTHER 153.3 193.6
-------- --------
Total liabilities 664.0 721.6
MINORITY INTEREST - 58.7
STOCKHOLDERS' EQUITY (Schedule A) 681.0 563.6
-------- --------
Total Liabilities and Stockholders' Equity $1,345.0 $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
September 30, 1999 and for the three-month and nine-month periods ended
September 30, 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, pre-merger Ryerson Tull, Inc. (RT) became a wholly owned
subsidiary of the Company by converting each share of RT Class A common stock
into 0.61 share of Company common stock, and then the Company and RT merged.
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 valuations of assets and
liabilities of RT as they relate to the minority interest.
5
<PAGE>
NOTE 4/EARNINGS PER SHARE
<TABLE>
<CAPTION>
Dollars in Millions (except per share data)
------------------------------------------
Three Months Ended Nine Months Ended
September 30 September 30
------------------ -----------------
1999 1998 1999 1998
----- ------ ----- ------
<S> <C> <C> <C> <C>
Basic earnings per share
- --------------------------------------------
Income from continuing operations $ 9.6 $ 10.1 $29.7 $ 42.1
Less preferred stock dividends - 1.7 .1 6.2
----- ------ ----- ------
Income from continuing operations
available to common stockholders 9.6 8.4 29.6 35.9
Inland Steel Company - discontinued operations - (4.4) - 13.8
- gain on sale - 495.2 17.3 495.2
Extraordinary loss on early retirement of debt - (11.2) - (11.2)
----- ------ ----- ------
Net income available to common stockholders $ 9.6 $488.0 $46.9 $533.7
===== ====== ===== ======
Average shares of common stock outstanding 25.0 38.4 24.3 45.4
===== ====== ===== ======
Basic earnings per share
From continuing operations $ .38 $ .22 $1.22 $ .79
Inland Steel Company - discontinued operations - (.11) - .31
- gain on sale - 12.90 .71 10.91
Extraordinary loss on early retirement of debt - (.29) - (.25)
----- ------ ----- ------
Net income $ .38 $12.72 $1.93 $11.76
===== ====== ===== ======
Diluted earnings per share
- --------------------------
Income from continuing operations
available to common stockholders $ 9.6 $ 8.4 $29.6 $ 35.9
Effect of dilutive securities
Series A preferred stock - .1 - .2
Series E leveraged preferred stock - 1.6 - 6.0
Additional ESOP funding required on conversion of
Series E leveraged preferred stock, net of tax - (1.5) - (5.7)
----- ------ ----- ------
Income available to common stockholders and
assumed conversions before discontinued operations 9.6 8.6 29.6 36.4
Inland Steel Company - discontinued operations - (4.4) - 13.8
- gain on sale - 495.2 17.3 495.2
Extraordinary loss on early retirement of debt - (11.2) - (11.2)
----- ------ ----- ------
Net income available to stockholders $ 9.6 $488.2 $46.9 $534.2
===== ====== ===== ======
Average shares of common stock outstanding 25.0 38.4 24.3 45.4
Assumed conversion of Series A preferred stock - .1 - .1
Assumed conversion of Series E leverage
preferred stock - 2.0 - 2.7
Dilutive effect of stock options .1 .1 .1 .1
----- ------ ----- ------
Shares outstanding for diluted earnings per
share calculation 25.1 40.6 24.4 48.3
===== ====== ===== ======
Diluted earnings per share
From continuing operations $ .38 $ .21 $1.21 $ .75
Inland Steel Company - discontinued operations - (.11) - .29
- gain on sale - 12.20 .71 10.26
Extraordinary loss on early retirement of debt - (.28) - (.23)
----- ------ ----- ------
Net income $ .38 $12.02 $1.92 $11.07
===== ====== ===== ======
</TABLE>
6
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations - Comparison of Third Quarter 1999 to Third Quarter 1998
- ------------------------------------------------------------------------------
In the third quarter of 1999, the Company reported consolidated net income from
continuing operations of $9.6 million, compared to $10.1 million in the year-
ago period. Net income in the third quarter of 1998, including the gain on the
sale of Inland Steel Company, was $489.7 million.
Third quarter 1999 net sales of $687 million were essentially unchanged from the
year-ago quarter. The 8% increase in tons shipped over third quarter 1998 was
offset by an 8 percent decrease in the average selling price.
Reflecting continued pressure on selling prices and margin, gross profit per ton
declined to $188 in the third quarter of 1999 from $197 in the year-ago quarter.
Expenses, defined as operating expenses plus depreciation and amortization, were
reduced to $161 per ton from $172 per ton in the third quarter of 1998.
Operating profit of $22.7 million for the quarter was essentially unchanged from
the third quarter of 1998, excluding a $3.6 million pretax write off in the
year-ago quarter.
Results of Operations - Comparison of First Nine Months of 1999 to First Nine
- -----------------------------------------------------------------------------
Months of 1998
- --------------
For the first nine months of 1999, the Company reported consolidated net income
of $47.0 million, consisting of $29.7 million from continuing operations, and
$17.3 million from an adjustment to taxes for the gain on the sale of Inland
Steel Company. Net income in the year-ago period was $539.9 million, consisting
of $42.1 million from continuing operations and $509.0 million from discontinued
operations, offset by an $11.2 million extraordinary loss on early retirement of
debt.
Net sales of $2.1 billion were down 3.2% from the year-ago level in spite of a
5.6% increase in tons shipped, reflecting the impact of declining prices.
Operating profit decreased 15% to $74.5 million in the first nine months of 1999
from $87.2 million recorded in the same period a year ago.
Liquidity and Financing
- -----------------------
The Company had no cash and cash equivalents at September 30, 1999 compared to
$52.5 million at December 31, 1998. At September 30, 1999, the Company had no
outstanding borrowings under the $250 million bank revolving credit agreement.
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 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 September 30, 1999, up to $115 million of common dividends could have been
paid.
Merger and 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. 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.
On February 25, 1999, pre-merger Ryerson Tull, Inc. (RT) became a wholly owned
subsidiary of the Company by converting each share of RT Class A common stock
into 0.61 share of Company common stock, and then the Company and RT merged.
Upon consummation of the merger, the Company changed its name from Inland Steel
Industries, Inc. to Ryerson Tull, Inc.
7
<PAGE>
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.
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 monitored the progress of the Company's Year 2000
compliance and met regularly throughout 1998. In 1999, Year 2000 activities
increasingly 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 was corrected to
be Year 2000 compliant, tested and installed back into production. Most units
testing was completed before the end of 1998. A few items carried over and were
completed in the first quarter of 1999. Also, the Company successfully completed
integrated systems tests during the first quarter of 1999.
The Company has performed an assessment of microprocessors embedded in
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.
As of June 1999, the Company has addressed all Year 2000 issues that are
critical to its operations and has a high degree of confidence in its own Year
2000 readiness.
Furthermore, 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 critical suppliers as to their Year
2000 readiness. The Company expects to continue follow-up surveys as it deems
appropriate 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 1999 will
total approximately $6.5 million to bring its systems into Year 2000 compliance.
This estimate is based on the substantial amount of the work that has already
been accomplished and on information currently available to the Company. The
estimate may need to be increased as additional information becomes available
and as compliance and contingency activities proceed.
The Company's Contingency Plan
- ------------------------------
A Year 2000 Contingency Plan with over 150 tasks has been developed. Portions of
the plan have been completed for several months. For example, electrical
generators have been installed to provide back-up power for the most leveraged
computer facilities in the Company processing environment. Also implemented are
freezes on critical staff vacations and heightened management approval for
changes to the computing environment.
The remaining tasks will be implemented during November and December. Designated
personnel in each business unit and at Company headquarters are accountable for
the completion of these tasks. The Company's central Year 2000 team will monitor
progress and status will be reported on a bi-weekly basis.
8
<PAGE>
The Risks of the Company's Year 2000 Issues
- -------------------------------------------
Although the Company believes it 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 beyond what the Company has
provided as contingencies to recover from such failures, these failures also
could have an adverse impact on the results of operations or financial position
of the Company.
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 October 6, 1999, the Company filed a Current Report on Form
8-K, reporting under Item 5--Other Events, that, on September 22,
1999, the Board of Directors had approved an amendment to the
Rights Agreement between the Company and Harris Trust and Savings
Bank, as Rights Agent. The Company also reported that, on
September 22, 1999, the Board of Directors had also approved an
amendment to the Company's By-laws.
On October 21, 1999, the Company filed an amendment to the above-
mentioned Current Report on Form 8-K. This amendment modified the
language which described the amendment to the Company's By-laws.
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 Lily L. May
-----------
Lily L. May
Controller and
Principal Accounting Officer
Date: November 11, 1999
11
<PAGE>
Part I -- Schedule A
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
SUMMARY OF STOCKHOLDERS' EQUITY
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Dollars in Millions
--------------------------------------------
September 30, 1999 December 31, 1998
------------------ -----------------
(unaudited)
<S> <C> <C>
STOCKHOLDERS' EQUITY
- --------------------
Series A preferred stock ($1 par value)
- 78,099 shares and 78,249 shares issued
and outstanding as of September 30, 1999 and $ 0.1 $ 0.1
December 31, 1998, respectively
Common stock ($1 par value)
- 50,556,350 shares issued
as of September 30, 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 47.0 550.9
Dividends
Series A preferred stock -
$1.80 per share in 1999 and
$2.40 per share in 1998 (0.1) (0.2)
Series E preferred stock -
$3.523 per share in 1998 - (8.8)
Income tax benefit - Series E dividend - 2.1
Common Stock -
$ .15 per share in 1999 and
$ .20 per share in 1998 (3.7) 534.4 (7.2) 491.2
------ ------
Restricted stock awards (0.4) -
Treasury stock, at cost
- 25,616,452 as of September 30, 1999 and
28,799,249 as of December 31, 1998 (751.3) (845.3)
Accumulated other comprehensive income (15.8) (30.2)
------- -------
Total Stockholders' Equity $ 681.0 $ 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 3.1 to the Company's Current
Report on Form 8-K filed on October 6, 1999 (File No. 1-9117), 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 September 22, 1999, 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-2 filed on
October 6, 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 (File No. 1-9117), 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
(File No. 1-9117), 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
(File No. 1-9117), 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.]
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* 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.)
10.4* Ryerson Tull 1999 Incentive Stock Plan, as amended. (Filed as Exhibit
10.4 to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999 (File No. 1-11767), and incorporated by reference
herein.)
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Exhibit
Number Description
- -------- -----------
10.5* Ryerson Tull 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* Ryerson Tull 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* Ryerson Tull 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 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.)
10.9* 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.)
10.10* Ryerson Tull 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.)
10.11 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.)
10.12* 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.)
10.13* Outside Directors Accident Insurance Policy. (Filed as Exhibit
10.12 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999 (File No. 1-9117), and incorporated by
reference herein.)
10.14* 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 (File No. 1-9117), and incorporated by
reference herein.)
10.15* 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 (File No. 1-9117), and incorporated by
reference herein.)
10.16* 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.)
10.17* 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
(File No. 1-9117), and incorporated by reference herein.)
10.18* 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 (File No. 1-9117), and incorporated by reference herein.)
10.19* 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 (File No. 1-9117), and incorporated by reference
herein.)
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Exhibit
Number Description
- -------- -----------
10.20* 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 (File No. 1-9117), and is incorporated by
reference herein.)
10.21* 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.)
10.22* Employment Agreement dated September 1, 1999 between the Company
and Jay M. Gratz
10.23* Employment Agreement dated September 1, 1999 between the Company
and Gary J. Niederpruem
10.24* Confidentiality and Non-Competition Agreement between the Company
and Stephen E. Makarewicz
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.
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Exhibit 10.22
EMPLOYMENT AGREEMENT
THIS AGREEMENT, by and between Ryerson Tull, Inc. (the "Company") and Jay
M. Gratz (the "Executive") effective as of September 1, 1999 (the "Effective
Date");
WITNESSETH THAT:
WHEREAS, the Company has appointed Executive to the position of Executive
Vice President/CFO, and Executive has accepted such appointment; and
WHEREAS, in connection with such appointment, the Company and Executive
desire to enter into this Agreement;
NOW, THEREFORE, in consideration of the Executive's appointment as
Executive Vice President/CFO, and for other good and valuable consideration the
receipt of which is hereby acknowledged, it is agreed by the Executive 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/CFO 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/CFO 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.
<PAGE>
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:
(A) The Executive shall receive, for each twelve-consecutive month period
beginning on March 8, 1999, and each anniversary thereof, an annual
salary of $380,004 (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/CFO 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 executives.
(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 executives of the Company, for
reasonable out-of-pocket expenses for entertainment, travel, meals,
lodging and similar items 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
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 the Executive for the amount of the monthly
lease payment for the automobile that the Executive uses for business;
provided,
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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.
(G) The Executive shall be recommended for stock awards in the same manner
as may be in effect from time to time for other similarly situated
executive vice presidents.
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 twenty-fourth 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, bonus and benefits in effect as of his Termination Date,
payable in accordance with the provisions of Paragraph 3(B). The
biweekly salary amounts will continue as described above. Benefits
that will continue will include medical, dental, basic life insurance,
any optional life insurance and any optional accidental death and
dismemberment insurance. Bonus shall mean two payments of the average
annual amount of the award paid to the Executive pursuant to the
annual incentive plan or successor plan with respect to the three
years immediately preceding that in which the Termination Date occurs.
Base salary payments to the Executive during the aforementioned
twenty-four month period shall not preclude the Executive's
eligibility for payments under the Company's severance plan.
Twenty-four months of additional age and service credit will be
provided to the Executive's RT Pension and the RT Supplemental Plan
using the methodology
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<PAGE>
described in the Executive's Change in Control Agreement except that
any lump sum payment will be made twenty-four months after the
Executive's Termination Date and only if the Executive has not
violated the Confidentiality, Nonsolicitation and Noncompetition
provisions of this Agreement.
(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 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 performance of his duties (under this
Agreement) in a manner that is inconsistent with past,
acceptable
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<PAGE>
performance over a normal business cycle; or in a way that has a
demonstrable negative impact on the results of the Company as
determined by the Chairman and CEO of the Company. The Chairman
and CEO must provide a notice of unsatisfactory performance and a
reasonable corrective action period; or
(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 and CEO; or
(c) conduct by the Executive that involves theft, fraud or
dishonesty; or
(d) the Executive's violation of the provisions of Sections 1, 2
or 3 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/CFO 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 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
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<PAGE>
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.
(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
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<PAGE>
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 two years 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 two years 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 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
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<PAGE>
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 Company 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:
Jay M. Gratz
1242 North Astor
Chicago, IL 60610
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,
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<PAGE>
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.
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
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<PAGE>
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: 9/1/99 William Korda
_________________________________________
William Korda
Vice President Human Resources
Dated: 9/1/99 Jay M. Gratz
-----------------------------------------
Jay M. Gratz
Executive Vice President/CFO
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Exhibit 10.23
EMPLOYMENT AGREEMENT
THIS AGREEMENT, by and between Ryerson Tull, Inc. (the "Company") and Gary
J. Niederpruem (the "Executive") effective as of September 1, 1999 (the
"Effective Date");
WITNESSETH THAT:
WHEREAS, the Company has appointed Executive to the position of Executive
Vice President, and Executive has accepted such appointment; and
WHEREAS, in connection with such appointment, the Company and Executive
desire to enter into this Agreement;
NOW, THEREFORE, in consideration of the Executive'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 Executive 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.
<PAGE>
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:
(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% of the midpoint of his grade, 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 executives.
(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 executives of the Company, for
reasonable out-of-pocket expenses for entertainment, travel, meals,
lodging and similar items 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 the Executive for the amount of the monthly
lease payment for the automobile that the Executive 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.
(G) The Executive shall be recommended for stock awards in the same manner
as may be in effect from time to time for other similarly situated
executive vice presidents.
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 twenty-fourth 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, bonus and benefits in effect as of his Termination Date,
payable in accordance with the provisions of Paragraph 3(B). The
biweekly salary amounts will continue as described above. Benefits
that will continue will include medical, dental, basic life insurance,
any optional life insurance and any optional accidental death and
dismemberment insurance. Bonus shall mean two payments of the average
annual amount of the award paid to the Executive pursuant to the
annual incentive plan or successor plan with respect to the three
years immediately preceding that in which the Termination Date occurs.
Base salary payments to the Executive during the aforementioned
twenty-four month period shall not preclude the Executive's
eligibility for payments under the Company's severance plan.
Twenty-four months of additional age and service credit will be
provided to the Executive's RT Pension and the RT Supplemental Plan
using the methodology
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<PAGE>
described in the Executive's Change in Control Agreement except that
any lump sum payment will be made twenty-four months after the
Executive's Termination Date and only if the Executive has not
violated the Confidentiality, Nonsolicitation and Noncompetition
provisions of this Agreement.
(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 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 performance of his duties (under this
Agreement) in a manner that is inconsistent with past,
acceptable
-4-
<PAGE>
performance over a normal business cycle; or in a
way that has a demonstrable negative impact on the results
of the Company as determined by the Chairman and CEO of the
Company. The Chairman and CEO must provide a notice of
unsatisfactory performance and a reasonable corrective
action period; or
(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 and CEO; or
(c) conduct by the Executive that involves theft, fraud or
dishonesty; or
(d) the Executive's violation of the provisions of Sections 1, 2
or 3 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 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
-5-
<PAGE>
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.
(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
-6-
<PAGE>
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 two years 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 two years 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 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
-7-
<PAGE>
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 Company 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
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.
-8-
<PAGE>
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.
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
-9-
<PAGE>
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: 9/9/99 William Korda
---------------------------------
William Korda
Vice President Human Resources
Dated: 9/9/99 Gary J. Niederpruem
---------------------------------
Gary J. Niederpruem
Executive Vice President
-10-
<PAGE>
Exhibit 10.24
CONFIDENTIALITY AND NON-COMPETITION AGREEMENT
---------------------------------------------
THIS AGREEMENT, by and between Ryerson Tull, Inc. (the "Company") and
Stephen E. Makarewicz (the "Executive") effective as of July 1, 1999 (the
"Effective Date");
WITNESSETH THAT:
WHEREAS, the Company has appointed Executive to the position of President
J. M. Tull and AFCO, and Executive has served as same since October 1994; and
WHEREAS, in connection with such appointment, the Company and Executive
desire to enter into this Agreement;
NOW, THEREFORE, in consideration of the Executive's appointment as
President J. M. Tull and AFCO, and for other good and valuable consideration the
receipt of which is hereby acknowledged, it is agreed by the Executive and
Company as follows:
1. Confidential Information. 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, the Executive
agrees to keep secret and confidential indefinitely all non-public information
concerning the Company or any affiliate of the Company which was acquired by or
disclosed to the Executive during the course of his employment with the Company
or its affiliates, including but not limited to customer lists, price lists,
customer services requirements, costs of providing services, supplier
information, and other data of or pertaining to the Company or to any affiliate
of the Company which are not a matter of public knowledge, 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.
2. Nonsolicitation. While the Executive is employed by the Company and
its affiliates and for a period of two years 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
<PAGE>
Company or its affiliates in existence from time to time during his employment
with the Company and its affiliates.
3. Noncompetition. While the Executive is employed by the Company and
its affiliates, and for a period of two years 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 is the same as, similar to, or competitive with the metals
service center, processing and distribution business of the Company and its
affiliates.
4. 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 4:
(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 twenty-fourth month after the Executive's Termination Date; (ii)
the date on which the Executive violates the provisions of Sections 1,
2 or 3 of this Agreement; or (iii) the date of the Executive's death,
the Salary, bonus and benefits in effect as of his Termination Date.
The biweekly salary amounts will continue as described above.
Benefits that will continue will include medical, dental, basic life
insurance, any optional life insurance and any optional accidental
death and dismemberment insurance. Bonus shall mean two payments of
the average annual amount of the award paid to the Executive pursuant
to the
2
<PAGE>
annual incentive plan or successor plan with respect to the three
years immediately preceding that in which the Termination Date occurs.
Base salary payments to the Executive during the aforementioned
twenty-four month period shall not preclude the Executive's
eligibility for payments under the Company's severance plan.
Twenty-four months of additional age and service credit will be
provided to the Executive's RT Pension and the RT Supplemental Plan
using the methodology described in the Executive's Change in Control
Agreement except that any lump sum payment will be made twenty-four
months after the Executive's Termination Date and only if the
Executive has not violated the Confidentiality, Nonsolicitation and
Noncompetition provisions of this Agreement.
(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 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) or (B) 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
3
<PAGE>
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 performance of his duties (under this
Agreement) in a manner that is inconsistent with past,
acceptable performance over a normal business cycle; or in a
way that has a demonstrable negative impact on the results
of the business unit as determined by the Executive Vice
President. The Executive Vice President must provide a
notice of unsatisfactory performance and a reasonable
corrective action period. The Chairman and CEO must review
and approve the action; or
(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
Executive Vice President; or
(c) conduct by the Executive that involves theft, fraud or
dishonesty; or
(d) the Executive's violation of the provisions of Sections 1, 2
or 3 hereof.
(ii) The term "Good Reason" means (a) the assignment to the
Executive duties which are materially inconsistent with his
duties as President J. M. Tull and AFCO 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
Norcross, Georgia, 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 extent permitted by applicable law, any and all
monies that the Executive owes to the
4
<PAGE>
Company shall be repaid before any post-termination payments are made pursuant
to the Executive pursuant to this Agreement.
5. Remedies. The Executive acknowledges that the Company would be
irreparably injured by a violation of Sections 1, 2 or 3, and he 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 or other equivalent relief, restraining Executive from any
actual or threatened breach of any such paragraph. If a bond is required to be
posted in order for the Company to secure an injunction or other equitable
remedy, the parties agree that the bond need not be more than a nominal sum.
6. Severability and Entire Agreement. The invalidity or unenforceability
of any provision of this Agreement will not affect the validity or
enforceability of any other provision of this Agreement, and this Agreement will
be construed as if such invalid or unenforceable provision were omitted (but
only to the extent that such provision cannot be appropriately reformed or
modified). The Agreement is intended to be the entire agreement between the
parties regarding the subject matter hereof and shall supersede any prior
agreements to the contrary.
7. Applicable Law. The provisions of this Agreement shall be construed
in accordance with the laws of the State of Georgia.
8. Successors. This Agreement shall be binding upon, and operate for the
benefit of the Company and its successors and assigns.
5
<PAGE>
9. Acknowledgment by Executive. The Executive acknowledges that he has
read this Agreement, understands the undertakings and restrictions it contains,
and intends to be fully bound by its terms.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
RYERSON TULL, INC.
Dated: 9/1/99 William Korda
------------------------------
William Korda
Vice President Human Resources
Dated: 9/19/99 Stephen E. Makarewicz
------------------------------
Stephen E. Makarewicz
President J. M. Tull and AFCO
6
<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 statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 354,000
<ALLOWANCES> 11,100
<INVENTORY> 502,600
<CURRENT-ASSETS> 845,500
<PP&E> 576,600
<DEPRECIATION> 304,100
<TOTAL-ASSETS> 1,345,000
<CURRENT-LIABILITIES> 251,700
<BONDS> 259,000
0
100
<COMMON> 50,600
<OTHER-SE> 630,300
<TOTAL-LIABILITY-AND-EQUITY> 1,345,000
<SALES> 2,086,400
<TOTAL-REVENUES> 2,086,400
<CGS> 1,849,300
<TOTAL-COSTS> 1,849,300
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 18,400
<INCOME-PRETAX> 56,900
<INCOME-TAX> 26,500
<INCOME-CONTINUING> 30,400
<DISCONTINUED> 17,300
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 47,000
<EPS-BASIC> 1.93
<EPS-DILUTED> 1.92
</TABLE>
