SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
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)
This Current Report on Form 8-K/A is being filed by Ryerson Tull,
Inc. (the "Company") to amend its Current Report on Form 8-K, filed on
October 6, 1999.
Item 5. Other Events
AMENDMENT OF RIGHTS AGREEMENT
On September 22, 1999, the Board of Directors of 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,
1999.
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 exhibits hereto 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 (incorporated by reference to
the Current Report on Form 8-K of the Company filed on
October 6, 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 (incorporated by
reference to the Current Report on Form 8-K of the Company
filed on October 6, 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 21, 1999 By: /s/ Joyce E. Mims
____________________________
Name: Joyce E. Mims
Title: Vice President and General Counsel
EXHIBIT INDEX
Exhibit
Number Description
3.1 By-Laws of the Registrant, as amended and restated to and
including September 22, 1999 (incorporated by reference to the
Current Report on Form 8-K of the Company filed on October 6,
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 (incorporated by
reference to the Current Report on Form 8-K of the Company filed
on October 6, 1999).
