SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
September 22, 1999
(Date of earliest event reported)
RYERSON TULL, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-9117 36-3425828
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
2621 West 15th Place, Chicago, Illinois 60608
(Address of Principal Offices, including zip code)
(773) 762-2121
(Registrant's telephone number, including area code)
Item 5. Other Events
AMENDMENT OF RIGHTS AGREEMENT
On September 22, 1999, the Board of Directors of Ryerson Tull,
Inc. (the "Company"), approved an amendment (the "Amendment") to the Rights
Agreement, as amended and restated as of December 10, 1998, between the
Company and Harris Trust and Savings Bank, as Rights Agent (the "Rights
Agreement"). The Amendment, among other things, reduces the threshold
beneficial ownership level of common stock which triggers the distribution
and exercisability of the rights issued pursuant to the Rights Agreement
(the "Rights") from 20% to 10%. As amended, if a person, together with
such person's affiliates and associates, becomes the beneficial owner of
10% or more of the outstanding common stock of Ryerson Tull, the
outstanding Rights (other than those held by the acquiror) become
exercisable for common stock of Ryerson Tull having a value of two times
the exercise price of the Right. Any person that beneficially owns 10% or
more of the outstanding shares of Ryerson Tull common stock on September
22, 1999 and has publicly disclosed such ownership prior to such date will
not trigger the Rights unless such person subsequently acquires additional
shares resulting in its beneficial ownership of 15% or more of the
outstanding shares of Ryerson Tull common stock. The Amendment also
contains certain other changes relating to the reduction of the triggering
threshold to 10%.
The Amendment also provides that during the six month period
following a change of control of the Board of Directors of the Company
(resulting in a majority of the Board of Directors being comprised of
persons who were not nominated by the Board of Directors in office
immediately prior to such election) that occurs within nine months after an
unsolicited third party acquisition or business combination proposal, then
the Rights will only be redeemable by the Board of Directors either (1) if
they have followed certain prescribed procedures or (2) in any other case,
provided that, if in any such other case their decision regarding
redemption and any acquisition or business combination is challenged as a
breach of fiduciary duty of care or loyalty, the directors can establish
the entire fairness of such decision without the benefit of any business
judgment rule or other presumption.
AMENDMENT OF BY-LAWS
On September 22, 1999, the Board of Directors of the Company also
approved an amendment to its By-Laws (the "By-Law Amendment") to change the
advance notice period required for shareholder proposals and nominations
for election of directors from not less than 90 days nor more than 115 days
prior to an annual meeting to not less than 90 days nor more than 120 days
prior to the mailing date of the proxy statement for the prior year's
annual meeting. Under the amended By-Laws, to be properly brought before
the next annual meeting of shareholders of the Company, shareholder
proposals and nominations for election of directors must be received by the
Secretary no earlier than November 18, 1999 and no later than December 18,
2000.
The foregoing descriptions of the Amendment and the By-Law
Amendment do not purport to be complete and are qualified in their entirety
by reference to the amended and restated Rights Agreement and the amended
and restated By-Laws, respectively, which are attached hereto as exhibits
and incorporated herein by reference.
Item 7. Exhibits
3.1 By-Laws of the Company, as amended and restated to and
including September 22, 1999.
4.1 Rights Agreement, as amended and restated as of September
22, 1999, between the Company and Harris Trust and Savings
Bank, as Rights Agent (incorporated herein by reference to
the Form 8-A/A-2 of the Company, filed on October 5, 1999).
99.1 Press Release, dated September 22, 1999.
SIGNATURE
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: October 5, 1999 By: /s/ Jay M. Gratz
-------------------------
Name: Jay M. Gratz
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
3.1 By-Laws of the Registrant, as amended and restated to and
including September 22, 1999.
4.1 Rights Agreement, as amended and restated as of September 22,
1999, between the Company and Harris Trust and Savings Bank, as
Rights Agent (incorporated herein by reference to the Form 8-A/A-
2 of the Company filed on October 5, 1999).
99.1 Press Release, dated September 22, 1999.
Exhibit 3.1
BY-LAWS
OF
RYERSON TULL, INC.
(AS AMENDED TO AND INCLUDING SEPTEMBER 22, 1999)
ARTICLE I
OFFICES
Section 1. The registered office of the Corporation shall be in the
City of Wilmington, County of New Castle, State of Delaware. The
Corporation may also have offices at such other places both within and
without the State of Delaware as the Board of Directors may from time to
time determine or the business of the Corporation may require.
ARTICLE II
STOCKHOLDERS
Section 1. Time and Place of Meetings. All meetings of the
stockholders for the election of directors or for any other purpose shall
be held at such time and place, within or without the State of Delaware, as
shall be designated by the Board of Directors.
Section 2. Annual Meetings; Nomination of Directors. An annual
meeting of stockholders shall be held for the purpose of electing Directors
and for the transaction of only such other business as is properly brought
before the meeting in accordance with these By-Laws. The date of the
annual meeting shall be the fourth Wednesday of May each year or such other
date as may be determined by the Board of Directors.
To be properly brought before the meeting, business must be either (a)
specified in the notice of meeting (or any supplement thereto) given by or
at the direction of the Board, (b) otherwise properly brought before the
meeting by or at the direction of the Board or (c) otherwise properly
brought before the meeting by a stockholder. In addition to any other
applicable requirements, for business to be properly brought before an
annual meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary of the Corporation. To be
timely, a stockholder's notice must be delivered to or mailed and received
at the principal executive offices of the Corporation, (a) not less than
ninety days nor more than one hundred twenty days in advance of a day
corresponding to the date of mailing the Corporation's proxy statement in
connection with the previous year's annual meeting, or (b) if no annual
meeting was held in the previous year or the date of the applicable annual
meeting has been changed by more than 30 days from the date contemplated at
the time of the previous year's proxy statement, not later than the close
of business on the fifteenth day following the day on which notice of the
date of the annual meeting was mailed or publicly disclosed, whichever
occurs first. A stockholder's notice to the Secretary shall set forth as
to each matter the stockholder proposes to bring before the annual meeting
(i) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and record address of the stockholder proposing such
business, (iii) the class and number of shares of the Corporation which are
beneficially owned by the stockholder and (iv) any material interest of the
stockholder in such business.
Notwithstanding anything in the By-Laws to the contrary, no business
shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Article II, Section 2, provided, however, that
nothing in this Article II, Section 2 shall be deemed to preclude
discussion by any stockholder of any business properly brought before the
annual meeting.
The Chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Article II,
Section 2, and if he should so determine, he shall so declare to the
meeting and any such business not properly brought before the meeting shall
not be transacted.
Only persons who are nominated in accordance with the following
procedures shall be eligible for election as Directors. Nominations of
persons for election to the Board of the Corporation at the annual meeting
may be made at a meeting of stockholders by or at the direction of the
Board of Directors by any nominating committee or person appointed by the
Board or by any stockholder of the Corporation entitled to vote for the
election of Directors at the meeting who complies with the notice
procedures set forth in this Article II, Section 2. Such nominations,
other than those made by or at the direction of the Board, shall be made
pursuant to timely notice in writing to the Secretary of the Corporation.
To be timely, a stockholder's notice shall be delivered to or mailed and
received at the principal executive offices of the Corporation, (a) not
less than ninety days nor more than one hundred twenty days in advance of a
day corresponding to the date of mailing the Corporation's proxy statement
in connection with the previous year's annual meeting, or (b) if no annual
meeting was held in the previous year or the date of the applicable annual
meeting has been changed by more than 30 days from the date contemplated at
the time of the previous year's proxy statement, not later than the close
of business on the fifteenth day following the day on which notice of the
date of the annual meeting was mailed or publicly disclosed, whichever
occurs first. Such stockholder's notice to the Secretary shall set forth:
(a) as to each person whom the stockholder proposes to nominate for
election or re-election as a Director, (i) the name, age, business address
and residence address of the person, (ii) the principal occupation or
employment of the person, (iii) the class and number of shares of capital
stock of the Corporation which are beneficially owned by the person and
(iv) any other information relating to the person that is required to be
disclosed in solicitations for proxies for election of Directors pursuant
to Regulation 14A under the Securities Exchange Act of 1934, as amended;
and (b) as to the stockholder giving the notice, (i) the name and record
address of such stockholder and (ii) the class and number of shares of
capital stock of the Corporation which are beneficially owned by such
stockholder. The Corporation may require any proposed nominee to furnish
such other information as may reasonably be required by the Corporation to
determine the eligibility of such proposed nominee to serve as a Director
of the Corporation. No person shall be eligible for election as a Director
of the Corporation unless nominated in accordance with the procedures set
forth herein.
The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with
the foregoing procedure, and if he should so determine, he shall so declare
to the meeting and the defective nomination shall be disregarded.
Section 3. Special Meetings. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by law, may be
called by the Chairman of the Board, Vice Chairman of the Board, the
President or the Board of Directors and shall be called by the Secretary at
the direction of the Chairman of the Board, Vice Chairman of the Board, the
President or the Board of Directors.
Section 4. Notice of Meetings. Written notice of each meeting of
the stockholders stating the place, date and time of the meeting shall,
unless otherwise required by law, be given not less than ten nor more than
sixty days before the date of the meeting to each stockholder entitled to
vote at such meeting. The notice of any special meeting of stockholders
shall state the purpose or purposes for which the meeting is called. If
mailed, such notice shall be deemed to be delivered to a stockholder when
deposited in the United States mail in a sealed envelope addressed to the
stockholder at his or her address as it appears on the records of the
Corporation with postage thereon paid.
Section 5. Quorum. A majority of the votes of the voting securities
entitled to vote, present in person or represented by proxy, shall
constitute a quorum at a meeting of stockholders. If a quorum is not
present or represented, the holders of the voting securities present in
person or represented by proxy at the meeting and entitled to vote thereat
shall have power, by the affirmative vote of the holders of a majority of
the votes of such voting securities, to adjourn the meeting to another time
and/or place, without notice other than announcement at the meeting, until
a quorum shall be present or represented. At such adjourned meeting, at
which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the original meeting. If
the adjournment is for more than thirty days, or if after the adjournment a
new record date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each holder of record entitled to vote
at the meeting.
Section 6. Voting. At all meetings of the stockholders, each holder
of record on the record date for the meeting shall be entitled to vote as
set forth in the Corporation's Certificate of Incorporation (including any
Certificates of Designations) or as otherwise required by law, in person or
by proxy, the voting securities owned of record by such holder on the
record date. In all matters other than the election of directors, the
affirmative vote of a majority of the votes of the voting securities
present in person or represented by proxy at the meeting and entitled to
vote on the subject matter shall be the act of the holders, unless the
question is one upon which, by express provision of law or of the
Certificate of Incorporation, a different vote is required, in which case
such express provision shall govern and control the decision of such
question. Directors shall be elected by a plurality of the votes of the
voting securities present in person or represented by proxy at the meeting
and entitled to vote on the election of directors.
ARTICLE III
DIRECTORS
Section 1. General Powers. The business and affairs of the
Corporation shall be managed and controlled by or under the direction of a
Board of Directors, which may exercise all such powers of the Corporation
and do all such lawful acts and things as are not by law or by the
Certificate of Incorporation or by these By-Laws directed or required to be
exercised or done by the stockholders.
Section 2. Number, Qualification and Tenure. Prior to the first
annual meeting of stockholders, the Board of Directors shall consist of not
fewer than three (3) Directors nor more than eighteen (18) Directors.
Thereafter, the Board of Directors shall consist of not fewer than six (6)
Directors nor more than twelve (12) Directors. Within the limits above
specified, the number of Directors shall be determined from time to time by
resolution of the Board of Directors. The Directors shall be elected at the
annual meeting of the stockholders, except as provided in Section 3 of this
Article, and each Director elected shall hold office until his or her
successor is elected and qualified or until his or her earlier resignation
or removal. Directors need not be stockholders. Except as provided in
Article III, Section 3 of these By-laws, the Directors shall designate from
among their number a Chairman of the Board, who shall preside at all
meetings of the stockholders and of the Board of Directors of the
Corporation and who, if he or she is an employee of the Corporation, shall
exercise all of the powers and duties conferred on the Chairman of the
Board by the provisions of these By-Laws. If the person selected by the
Directors as the Chairman of the Board is not, or ceases to be, an employee
of the Corporation, then, notwithstanding any other provision of these By-
Laws to the contrary, he or she shall exercise only such powers and duties
conferred on the Chairman of the Board by these By-Laws as the Directors
shall determine by resolution duly adopted and any other powers and duties,
including those of chief executive officer of the Corporation, shall be
exercised by the President of the Corporation.
Section 3. Vacancies. Vacancies and newly created directorships
resulting from any increase in the number of directors may be filled by a
majority of the Directors then in office (even if less than a quorum), and
each Director so chosen shall hold office until his or her successor is
elected and qualified or until his or her earlier resignation or removal.
If there are no Directors in office, then an election of Directors may be
held in the manner provided by law.
Immediately upon the Chairman of the Board's death, physical or mental
incapacity, or other inability to act (other than due to absence for a
brief and identifiable period), the Chairman of the committee responsible
for recommending candidates to fill vacancies on the Board of Directors of
the Corporation (the "Nominating Committee Chairman") shall assume the
position of Chairman of the Board and responsibility for performing all
functions, authorities and duties thereof, and shall serve in such capacity
until his or her successor is duly elected and qualified pursuant to
Article III, Section 2 and any other applicable provision of these By-laws
or until his or her earlier resignation or removal. The Nominating
Committee Chairman shall have sole discretion to determine, at any time and
from time to time, whether the Chairman of the Board is physically or
mentally incapacitated, otherwise unable to act, or absent for other than a
brief and identifiable period and shall, immediately upon making such a
determination or learning of the death of the Chairman of the Board, notify
each member of the Board of Directors and each officer of the Corporation
of the relevant facts and circumstances.
Section 4. Place of Meetings. The Board of Directors may hold
meetings, whether regular or special, within or without the State of
Delaware.
Section 5. Regular Meetings. The Board of Directors shall hold a
regular meeting, to be known as the annual meeting, immediately following
each annual meeting of the stockholders. Other regular meetings of the
Board of Directors shall be held at such time and place as shall from time
to time be determined by the Board. No notice of regular meetings need be
given.
Section 6. Special Meetings. Special meetings of the Board may be
called by the Chairman of the Board, the Vice Chairman of the Board, any
five Directors or the President. Special meetings shall be called by the
Secretary on the written request of any Director. Notice of special
meetings shall be given at least one day before any such meeting.
Section 7. Quorum. At all meetings of the Board of Directors a
majority of the total number of Directors shall constitute a quorum for the
transaction of business and the act of a majority of the Directors present
at any meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by law. If a
quorum shall not be present at any meeting of the Board of Directors, the
Directors present thereat may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall
be present.
Section 8. Organization. The Chairman of the Board, if elected,
shall act as chairman at all meetings of the Board of Directors. If a
Chairman of the Board is not elected or, if elected, is not present, the
Vice Chairman of the Board, if any, or if the Vice Chairman of the Board is
not present, the President or, in the absence of the President, a Director
chosen by a majority of the Directors present, shall act as chairman at
meetings of the Board of Directors.
Section 9. Executive Committee. The Board of Directors, by
resolution adopted by a majority of the whole Board, may designate not
fewer than four (4) and not more than nine (9) Directors to constitute an
Executive Committee, to serve as such, unless the resolution designating
the Executive Committee is sooner amended or rescinded by the Board of
Directors, until the next annual meeting of the Board or until their
respective successors are designated. The Board of Directors, by resolution
adopted by a majority of the whole Board, may also designate additional
Directors as alternate members of the Executive Committee (so long as the
aggregate number of members of the Executive Committee does not exceed nine
(9)) to serve as members of the Executive Committee in the place and stead
of any regular member or members thereof who may be unable to attend a
meeting or otherwise unavailable to act as a member of the Executive
Committee. In the absence or disqualification of a member and all alternate
members who may serve in the place and stead of such member, the member or
members thereof present at any meeting and not disqualified from voting,
whether or not such member or members constitute a quorum, may unanimously
appoint another Director to act at the meeting in the place of any such
absent or disqualified member.
Except as expressly limited by the General Corporation Law of the
State of Delaware or the Certificate of Incorporation, the Executive
Committee shall have and may exercise all the powers and authority of the
Board of Directors in the management of the business and affairs of the
Corporation between the meetings of the Board of Directors, but subject
always to the final control of the Board of Directors except where rights
of third parties have intervened. The Executive Committee shall keep a
record of its acts and proceedings, which shall form a part of the records
of the Corporation in the custody of the Secretary, and all actions of the
Executive Committee shall be reported to the Board of Directors at the next
meeting of the Board.
Meetings of the Executive Committee may be called at any time by the
Chairman of the Board, the Chairman of the Executive Committee or any two
(2) members of the Executive Committee. A majority of the members of the
Executive Committee shall constitute a quorum for the transaction of
business and, except as expressly limited by this Section, the act of a
majority of the members present at any meeting at which there is a quorum
shall be the act of the Executive Committee. Except as expressly provided
in this Section, the Executive Committee shall fix its own rules of
procedure. Notice of Executive Committee meetings shall be given at least
one day before such meetings.
Section 10. Finance and Retirement Committee. The Board of Directors
may, annually, by resolution passed by a majority of the whole Board of
Directors, designate not fewer than four (4) and not more than eleven (11)
Directors to constitute a Finance and Retirement Committee. Such
designation may be made either at the first meeting of the Board of
Directors held after each annual meeting of the stockholders of the
Corporation, or at any subsequent regular or special meeting of the Board
of Directors. Vacancies in the Finance and Retirement Committee may be
filled, or additional members of the Finance and Retirement Committee (so
long as the aggregate number of the Finance and Retirement Committee does
not exceed eleven (11)) may be designated, at any meeting of the Board of
Directors. Each member of the Finance and Retirement Committee shall hold
office until his or her successor shall have been duly elected, or until
his or her death, or until he or she shall resign or shall have been
removed. Any member of the Finance and Retirement Committee may be removed
by the Board of Directors whenever in its judgment the best interests of
the Corporation would be served thereby.
The Finance and Retirement Committee, from time to time, shall
consider the fiscal affairs of the Corporation and make recommendations
with respect thereto to the Board of Directors and the Executive Committee.
The Finance and Retirement Committee shall also administer and act with
respect to pension or retirement plans and trusts of the Corporation and
such other matters as shall from time to time be specified in resolutions
passed by a majority of the whole Board of Directors, subject, however, to
any conditions and provisions set forth in such resolutions. The Pension
and Retirement Committee is designated as the Pension Plan Retirement
Committee.
The Finance and Retirement Committee shall meet at the call of the
Chairman of the Board, the Vice Chairman of the Board, the Chairman of the
Finance and Retirement Committee, or any two (2) members of the Finance and
Retirement Committee. Three (3) members of the Finance Committee shall
constitute a quorum. The Finance and Retirement Committee shall keep a
record of its acts and proceedings and all actions of the Finance Committee
shall be reported to the Board of Directors at its next regular meeting,
and the minute books of the Finance and Retirement Committee shall be open
to the inspection of any Directors.
Section 11. Other Committees. The Board of Directors, by resolution
adopted by a majority of the whole Board, may designate one or more other
committees, each such committee to consist of one or more Directors.
Except as expressly limited by the General Corporation Law of the State of
Delaware or the Certificate of Incorporation, any such committee shall have
and may exercise such powers as the Board of Directors may determine and
specify in the resolution designating such committee. The Board of
Directors, by resolution adopted by a majority of the whole Board, also may
designate one or more additional Directors as alternate members of any such
committee to replace any absent or disqualified member at any meeting of
the committee, and at any time may change the membership of any committee
or amend or rescind the resolution designating the committee. In the
absence or disqualification of a member or alternate member of a committee,
the member or members thereof present at any meeting and not disqualified
from voting, whether or not such member or members constitute a quorum, may
unanimously appoint another Director to act at the meeting in the place of
any such absent or disqualified member, provided that the Director so
appointed meets any qualifications stated in the resolution designating the
committee. Each committee shall keep a record of proceedings and report the
same to the Board of Directors to such extent and in such form as the Board
of Directors may require. Unless otherwise provided in the resolution
designating a committee, a majority of all of the members of any such
committee may select its Chairman, fix its rules or procedure, fix the time
and place of its meetings and specify what notice of meetings, if any,
shall be given.
Section 12. Action without Meeting. Unless otherwise restricted by
the Certificate of Incorporation or these By-Laws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if all members of the
Board or committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board
or committee.
Section 13. Attendance by Telephone. Members of the Board of
Directors, or of any committee, may participate in a meeting of the Board
of Directors, or of such committee, by means of conference telephone or
similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in
a meeting shall constitute presence in person at the meeting.
Section 14. Compensation. The Board of Directors shall have the
authority to fix the compensation of Directors, which may include
reimbursement of their expenses, if any, of attendance of each meeting of
the Board of Directors or of a committee.
Section 15. Honorary Directors. Any person who has at any time been
chief executive officer of the Corporation (or of Inland Steel Company
prior to May 1, 1986), may, after retirement or resignation from the Board
of Directors (or having retired or resigned from the Board of Directors of
Inland Steel Company), be appointed by the Board of Directors as an
Honorary Director for one or more year terms. Honorary Directors shall
serve in an advisory capacity to the Board of Directors, shall have no vote
and shall not be considered as Directors for the purposes of determining a
quorum. Honorary Directors shall be reimbursed for their expenses in
attending meetings of the Board of Directors. Any Honorary Director who is
not at the time otherwise regularly employed by the Corporation or any
subsidiary shall receive such fees (which may include reimbursement of
expenses, if any) for attendance at each meeting of the Board of Directors
as may be fixed from time to time by the Board of Directors, but shall not
receive any other director's fees or any other compensation for his or her
services.
ARTICLE IV
OFFICERS
Section 1. Enumeration. The officers of the Corporation shall be
chosen by the Board of Directors and shall be a President, a Secretary, a
Treasurer, a General Counsel and a Controller. The Board of Directors may
also elect a Chairman of the Board, a Vice Chairman, one or more Assistants
to the Chairman, one or more Vice Presidents, one or more Assistant
Secretaries and Assistant Treasurers and such other officers and agents as
it shall deem appropriate. Any number of offices may be held by the same
person.
Section 2. Term of Office. The officers of the Corporation shall be
elected at the annual meeting of the Board of Directors and shall hold
office until their successors are elected and qualified. Any officer
elected or appointed by the Board of Directors may be removed at any time
by the Board of Directors. Any vacancy occurring in any office of the
Corporation required by this Article shall be filled by the Board of
Directors, and any vacancy in any other office may be filled by the Board
of Directors.
Section 3. Chairman of the Board. Subject to the provisions of
Article III, Section 2 of these By-Laws, the Chairman of the Board, when
elected, shall be the Chief Executive Officer of the Corporation and, as
such, shall have general supervision, direction and control of the business
and affairs of the Corporation, subject to the control of the Board of
Directors, shall preside at meetings of stockholders and shall have such
other functions, authority and duties as customarily appertain to the
office of the chief executive of a business corporation or as may be
prescribed by the Board of Directors.
Section 4. Vice Chairman of the Board. The Vice Chairman of the
Board shall, in the case of absence of the Chairman of the Board for any
brief and identifiable period, have and exercise the powers and duties of
the Chairman of the Board. He or she shall have such other duties and
powers as may be assigned to him by the Board of Directors, the Executive
Committee or the Chairman of the Board.
Section 5. President. During any period when there shall be a
Chairman of the Board, the President shall be the Chief Operating Officer
of the Corporation and shall have such functions, authority and duties as
may be prescribed by the Board of Directors or the Chairman of the Board.
During any period when there shall not be a Chairman of the Board or Vice
Chairman of the Board, the President shall be the Chief Executive Officer
of the Corporation and, as such, shall have the functions, authority and
duties provided for the office of Chairman of the Board.
Section 6. Executive and Senior Vice Presidents. Each Executive
Vice President shall have such duties and powers as may be assigned to him
or her by the Board of Directors, the Executive Committee, the Chairman of
the Board, the Vice Chairman of the Board, or the President. An Executive
Vice President, designated by the Board of Directors, shall (in the event
of absence, death or other inability to act of the President) have and
exercise the powers and duties of the President.
Each Senior Vice President shall have such duties and powers as may be
assigned to him or her by the Board of Directors, the Executive Committee,
the Chairman of the Board, the Vice Chairman of the Board or the President.
Section 7. Vice Presidents. Each Vice President shall perform such
duties and have such other powers as may from time to time be prescribed by
the Board of Directors, the Chairman of the Board or the President or the
Executive Committee.
Section 8. Secretary. The Secretary shall keep a record of all
proceedings of the stockholders of the Corporation and of the Board of
Directors, Finance Committee and Executive Committee, and shall perform
like duties for any other standing committees when required. The Secretary
shall give, or cause to be given, notice, if any, of all meetings of the
stockholders and shall perform such other duties as may be prescribed by
the Board of Directors, the Chairman of the Board, the President, or the
Executive Committee. The Secretary shall have custody of the corporate seal
of the Corporation and the Secretary, or in the absence of the Secretary
any Assistant Secretary, shall have authority to affix the same to any
instrument requiring it, and when so affixed it may be attested by the
signature of the Secretary or an Assistant Secretary. The Board of
Directors may give general authority to any other officer to affix the seal
of the corporation and to attest such affixing of the seal.
Section 9. Assistant Secretary. The Assistant Secretary, or if
there be more than one, the Assistant Secretaries in the order determined
by the Board of Directors (or if there be no such determination, then in
the order of their election), shall, in the absence of the Secretary or in
the event of the Secretary's inability or failure to act, perform the
duties and exercise the powers of the Secretary and shall perform such
other duties as may from time to time be prescribed by the Board of
Directors, the Chairman of the Board, the President or the Secretary.
Section 10. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit
of the Corporation in such depositories as may be designated by the Board
of Directors or the Executive Committee. The Treasurer shall disburse the
funds of the Corporation as may be ordered by the Board of Directors,
keeping proper records of such disbursements, and shall render to the
Chairman of the Board, Vice Chairman of the Board, the Chairman of the
Executive Committee, the Chairman of the Finance Committee, the President,
the officer designated by the Board of Directors as Chief Financial
Officer, if any, and the Board of Directors, the Executive Committee and
the Finance Committee at their regular meetings or when the Board of
Directors so requires, an account of all transactions as Treasurer and of
the financial condition of the Corporation. The Treasurer shall perform
such other duties as may from time to time be prescribed by the Board of
Directors, the Chairman of the Board, the President or the Chief Financial
Officer.
Section 11. Assistant Treasurer. The Assistant Treasurer, or if
there shall be more than one, the Assistant Treasurers in the order
determined by the Board of Directors (or if there be no such determination,
then in the order of their election), shall, in the absence of the
Treasurer or in the event of the Treasurer's inability or refusal to act,
perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such other powers as may from time to
time be prescribed by the Board of Directors, the Chairman of the Board,
the President or the Treasurer.
Section 12. Assistant to the Chairman. The Assistant to the Chairman
of the Board shall have and exercise such powers and duties as may be
assigned to him or her by the Chairman of the Board.
Section 13. General Counsel. The General Counsel shall be
responsible for the legal affairs of the Corporation and shall have such
other duties as from time to time may be assigned to him or her by the
Chairman of the Board, the Vice Chairman of the Board, the President, the
Board of Directors or the Executive Committee.
Section 14. Controller. The Controller shall be the chief accounting
officer of the Corporation. He or she shall, when proper, approve all bills
for purchases, payrolls, and similar instruments providing for disbursement
of money by the Corporation, for payment by the Treasurer. He or she shall
be in charge of and maintain books of account and accounting records of the
Corporation. He or she shall perform such other acts as are usually
performed by a Controller of a corporation. He or she shall render to the
Chairman of the Board, the Vice Chairman of the Board, the Chairman of the
Executive Committee, the Chairman of the Finance Committee, the President,
the Chief Financial Officer, the Board of Directors, the Executive
Committee and the Finance Committee, such reports as any thereof may
require.
Section 15. Other Officers. Any officer who is elected or appointed
from time to time by the Board of Directors and whose duties are not
specified in these By-Laws shall perform such duties and have such powers
as may be prescribed from time to time by the Board of Directors, the
Chairman of the Board, the Vice Chairman of the Board, the President or the
Executive Committee.
Section 16. Surety Bonds. The Board of Directors or Executive
Committee may by resolution, require any officers of the Corporation to
give bonds for the faithful discharge of their duties in such sums and with
such sureties as the Board of Directors or Executive Committee shall
determine, the expense of which shall be paid by the Corporation.
ARTICLE V
CERTIFICATES OF STOCK
Section 1. Form. The shares of the Corporation shall be represented
by certificates; provided, however, that the Board of Directors may provide
by resolution or resolutions that some or all of any or all classes or
series of the Corporation's stock shall be uncertificated shares.
Certificates of stock in the Corporation, if any, shall be signed by or in
the name of the Corporation by the Chairman of the Board or the President
or a Vice President and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary of the Corporation. The signatures of
the Chairman of the Board, the President or a Vice President and the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary may be facsimiles. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon
a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, the certificate may be issued
by the Corporation with the same effect as if such officer, transfer agent
or registrar were such officer, transfer agent or registrar at the date of
its issue.
Section 2. Transfer. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction on its books.
Section 3. Replacement. In case of the loss, destruction or theft
of a certificate for any stock of the Corporation, a new certificate of
stock or uncertificated shares in place of any certificate therefor issued
by the Corporation may be issued upon satisfactory proof of such loss,
destruction or theft and upon such terms as the Board of Directors may
prescribe. The Board of Directors may in its discretion require the owner
of the lost, destroyed or stolen certificate, or his or her legal
representative, to give the Corporation a bond, in such sum and in such
form and with such surety or sureties as it may direct, to indemnify the
Corporation against any claim that may be made against it with respect to a
certificate alleged to have been lost, destroyed or stolen.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. Each person who was or is made a party or is threatened to
be made a party to or is involved in or called as a witness in any action,
suit or proceeding, whether civil, criminal, administrative or
investigative, and any appeal therefrom (hereinafter, collectively a
"proceeding"), by reason of the fact that he or she, or a person of whom he
or she is the legal representative, is, was or had agreed to become a
director of the Corporation or is, was or had agreed to become an officer
of the Corporation or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, shall be indemnified and held
harmless by the Corporation to the fullest extent permitted under the
General Corporation Law of the State of Delaware (the "DGCL"), as the same
now exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than the DGCL permitted the
Corporation to provide prior to such amendment), against all expenses,
liabilities and losses (including attorneys' fees, judgments, fines, excise
taxes or penalties pursuant to the Employee Retirement Income Security Act
of 1974, as amended, and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith;
provided, that except as explicitly provided herein, prior to a Change in
Control, as defined herein, a person seeking indemnity in connection with a
proceeding (or part thereof) initiated by such person against the
Corporation or any director, officer, employee or agent of the Corporation
shall not be entitled thereto unless the Corporation has joined in or
consented to such proceeding (or part thereof). For purposes of this
Article, a "Change in Control of the Corporation" shall be deemed to have
occurred if (i) any "Person" (as is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended) is or becomes (except in a
transaction approved in advance by the Board of Directors of the
Corporation) the beneficial owner (as defined in Rule 13d-3 under such
Act), directly or indirectly, of securities of the Corporation representing
20% or more of the combined voting power of the Corporation's then
outstanding securities or (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board of
Directors of the Corporation cease for any reason to constitute at least a
majority thereof unless the election of each director who was not a
director at the beginning of the period was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of the period.
Any indemnification under this Section 1 (unless ordered by a court)
shall be paid by the Corporation unless within 60 days of such request for
indemnification a determination is made (i) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to
such proceeding, (ii) if such quorum is not obtainable, or even if
obtainable a quorum of disinterested directors so directs, by independent
legal counsel (who may be the regular counsel of the Corporation) in a
written opinion or (iii) by the stockholders, that indemnification of such
person is not proper under the circumstances because such person has not
met the necessary standard of conduct under Delaware law; provided,
however, that following a Change in Control of the Corporation, with
respect to all matters thereafter arising out of acts, omissions or events
prior to the Change in Control of the Corporation concerning the rights of
any person seeking indemnification under this Section 1, such determination
shall be made by special independent counsel selected by such person and
approved by the Corporation (which approval shall not be unreasonably
withheld), which counsel has not otherwise performed services (other than
in connection with similar matters) within the five years preceding its
engagement to render such opinion for such person or for the Corporation or
any affiliates (as such term is defined in Rule 405 under the Securities
Act of 1933, as amended) of the Corporation (whether or not they were
affiliates when services were so performed) ("Independent Counsel"). Unless
such person has theretofore selected Independent Counsel pursuant to this
Section 1 and such Independent Counsel has been approved by the
Corporation, legal counsel approved by a resolution or resolutions of the
Board of Directors prior to a Change in Control of the Corporation shall be
deemed to have been approved by the Corporation as required. Such
Independent Counsel shall determine as promptly as practicable whether and
to what extent such person would be permitted to be indemnified under
applicable law and shall render its written opinion to the Corporation and
such person to such effect. The Corporation agrees to pay the reasonable
fees of the Independent Counsel referred to above and to fully indemnify
such Independent Counsel against any and all expenses, claims, liabilities
and damages arising out of or relating to this Article or its engagement
pursuant hereto.
Section 2. Expenses. Expenses, including attorneys' fees, incurred
by a person referred to in Section 1 of this Article in defending or
otherwise being involved in a proceeding shall be paid by the Corporation
in advance of the final disposition of such proceeding, including any
appeal therefrom, upon receipt of an undertaking (the "Undertaking") by or
on behalf of such person to repay such amount if it shall ultimately be
determined that he or she is not entitled to be indemnified by the
Corporation.
Section 3. Right of Claimant to Bring Suit. If a claim under
Section 1 hereof is not paid in full by the Corporation within 60 days
after a written claim has been received by the Corporation or if expenses
pursuant to Section 2 hereof have not been advanced within 10 days after a
written request for such advancement accompanied by the Undertaking has
been received by the Corporation, the claimant may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the
claim or the advancement of expenses. (If the claimant is successful, in
whole or in part, in such suit or any other suit to enforce a right for
expenses or indemnification against the Corporation or any other party
under any other agreement, such claimant shall also be entitled to be paid
the reasonable expense of prosecuting such claim.) It shall be a defense to
any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required Undertaking has been tendered to the
Corporation) that the claimant has not met the standards of conduct which
make it permissible under the DGCL for the Corporation to indemnify the
claimant for the amount claimed. After a Change in Control, the burden of
proving such defense shall be on the Corporation, and any determination by
the Corporation (including its Board of Directors, independent legal
counsel or its stockholders) that the claimant had not met the applicable
standard of conduct required under the DGCL shall not be a defense to the
action nor create a presumption that claimant had not met such applicable
standard of conduct.
Section 4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article shall not be exclusive of any other right which such
person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, By-Law, agreement, vote of stockholders or
disinterested directors or otherwise. The Board of Directors shall have
the authority, by resolution, to provide for such other indemnification of
directors, officers, employees or agents as it shall deem appropriate.
Section 5. Insurance. The Corporation may purchase and maintain
insurance to protect itself and any director, officer, employee or agent of
the Corporation or another corporation, partnership, joint venture, trust
or other enterprise against any expenses, liabilities or losses, whether or
not the Corporation would have the power to indemnify such person against
such expenses, liabilities or losses under the DGCL.
Section 6. Enforceability. The provisions of this Article shall be
applicable to all proceedings commenced after its adoption, whether such
arise out of events, acts, omissions or circumstances which occurred or
existed prior or subsequent to such adoption, and shall continue as to a
person who has ceased to be a director or officer and shall inure to the
benefit of the heirs, executors and administrators of such person. This
Article shall be deemed to grant each person who, at any time that this
Article is in effect, serves or agrees to serve in any capacity which
entitles him to indemnification hereunder rights against the Corporation to
enforce the provisions of this Article, and any repeal or other
modification of this Article or any repeal or modification of the DGCL or
any other applicable law shall not limit any rights of indemnification then
existing or arising out of events, acts, omissions, circumstances occurring
or existing prior to such repeal or modification, including, without
limitation, the right to indemnification for proceedings commenced after
such repeal or modification to enforce this Article with regard to acts,
omissions, events or circumstances occurring or existing prior to such
repeal or modification.
Section 7. Severability. If this Article or any portion hereof
shall be invalidated on any ground by any court of competent jurisdiction,
then the Corporation shall nevertheless indemnify each director and officer
of the Corporation as to costs, charges and expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement with respect to any
proceeding, whether civil, criminal, administrative or investigative,
including an action by or in the right of the Corporation, to the full
extent permitted by any applicable portion of this Article that shall not
have been invalidated and to the full extent permitted by applicable law.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Fiscal Year. The fiscal year of the Corporation shall be
the calendar year.
Section 2. Corporate Seal. The corporate seal shall be in such form
as may be approved from time to time by the Board of Directors. The seal
may be used by causing it or a facsimile thereof to be impressed or affixed
or in any other manner reproduced.
Section 3. Waiver of Notice. Whenever any notice is required to be
given under law or the provisions of the Certificate of Incorporation or
these By- Laws, a waiver thereof in writing, signed by the person or
persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent to notice.
ARTICLE VIII
AMENDMENTS
These By-Laws may be altered, amended or repealed or new By-Laws may
be adopted by the Board of Directors. The fact that the power to amend,
alter, repeal or adopt the By-Laws has been conferred upon the Board of
Directors shall not divest the stockholders of the same powers.
Exhibit 99.1
Ryerson Tull Declares Dividends and Amends Shareholder Rights Plan
CHICAGO, Sept. 22 /PRNewswire/ -- The Board of Directors of Ryerson Tull,
Inc. (NYSE: RT) at its meeting today declared cash dividends of 5 cents per
share on the company's common stock and 60 cents per share on its Series A
$2.40 Cumulative Convertible Preferred Stock. The dividends will be payable
November 1, 1999, to stockholders of record at the close of business on
October 8, 1999.
Also at the meeting, the directors approved an amendment to the Company's
Shareholder Rights Plan, including a reduction of the triggering threshold
from 20 percent to 10 percent. As amended, if a person, together with such
person's affiliates and associates, becomes the beneficial owner of 10
percent or more of the outstanding common stock of Ryerson Tull, the
outstanding rights (other than those held by the acquiror) become
exercisable for common stock of Ryerson Tull having a value of two times
the exercise price of the right. The public announcement by a person prior
to September 22, 1999 that it held 10 percent or more of the outstanding
shares of Ryerson Tull common stock will not trigger the rights unless such
person subsequently acquires additional shares resulting in its ownership
of 15 percent or more of the outstanding shares of Ryerson Tull common
stock.
A copy of the Amended and Restated Rights Agreement will be filed with the
Securities and Exchange Commission and is available upon request from
Ryerson Tull.
Ryerson Tull, Inc. is North America's leading distributor and processor of
metals, with annual revenues of $2.8 billion. The company has a network of
nearly 70 facilities across the United States and in Canada. Through joint
ventures, the company operates service centers in Mexico and Asia, and
maintains metal trading capabilities around the world.
SOURCE Ryerson Tull, Inc. -0- 09/22/1999
/CONTACT: Terence R. Rogers, Treasurer of Ryerson Tull,
773-788-3206/
/Web site: http://www.ryersontull.com/
