As filed with the Securities and Exchange Commission on May 14, 1999
File No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-------------------------
Ryerson Tull, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-3425828
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
2621 West 15th Place
Chicago, Illinois 60608
(Address of Principal Executive Offices) (Zip Code)
Ryerson Tull 1999 Incentive Stock Plan
Ryerson Tull Directors' 1999 Stock Option Plan
(Full Title of the Plan)
Virginia M. Dowling, Esq.
Ryerson Tull, Inc.
2621 West 15th Place
Chicago, Illinois 60608
773-762-2121
(Name, Address and Telephone Number, including Area Code, of Agent For Service)
-------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
<S> <C> <C> <C> <C>
Proposed Proposed
Maximum Maximum Amount of
Title of Class of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share(1)(2) Offering Price(2) Fee(2)
- ------------------------------------------------------------------------------------------------------------------------
Common Stock ($1.00 par value)
(including preferred stock purchase
rights).................................... 1,300,000 Shares $21.72125 $28,237,625 $7,850.06
========================================================================================================================
</TABLE>
(1) Pursuant to Rule 457(h)(1), computed on the basis of the average of
the high and low sales prices on May 13, 1999.
(2) The number of shares of Common Stock to be registered may be
adjusted in accordance with the provisions of the Plans in the
event that, during the period that the Plans are in effect, the
number of shares of Common Stock is increased or decreased or such
shares are changed into or exchanged for a different number or kind
of shares of stock or other securities of the Corporation through
reorganization, merger or consolidation, recapitalization, stock
split, split-up, combination, exchange of shares, declaration of
any Common Stock dividends or similar events without receipt of
consideration by the Corporation. Accordingly, this Registration
Statement covers, in addition to the number of shares of Common
Stock stated above, an indeterminate number of shares which by
reason of any such events may be issued in accordance with the
provisions of the Plans.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have heretofore been filed by
Ryerson Tull, Inc., a Delaware corporation (the "Corporation"), with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended, and the Securities Exchange Act of
1934, as amended (the "Exchange Act"), File No. 1-9117, are incorporated by
reference herein and shall be deemed to be a part hereof:
(a) the Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998, as filed March 30,
1999;
(b) the Corporation's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999, as filed May 13, 1999;
(c) the Corporation's Current Reports on Form 8-K filed January
27 and February 26, 1999;
(d) the description of the Corporation's Common Stock, $1.00
par value (the "Common Stock"), contained in the
Corporation's Registration Statement filed on Form S-3 on
September 25, 1995, including any amendment or report
filed with the Commission for the purpose of updating
such description; and
(e) the description of the Corporation's Series D Junior
Participating Preferred Stock included in the
Corporation's amended Registration Statement filed on
Form 8-A/A on January 15, 1999, including any amendment
or report filed with the Commission for the purpose of
updating such description.
All documents subsequently filed by the Corporation pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference and shall be
deemed a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities to be issued in the merger has been
passed upon for the Corporation by Mayer, Brown & Platt. George A. Ranney,
Jr., Secretary and General Counsel of the Corporation, is a partner in
Mayer, Brown & Platt and holds 10,107 shares of the Corporation's Common
Stock and options to acquire an additional 73,000 shares of the
Corporation's Common Stock.
Item 6. Indemnification of Directors and Officers.
(a) The General Corporation Law of Delaware (Section 145) gives
Delaware corporations broad powers to indemnify their present and former
directors and officers and those of affiliated corporations against
expenses incurred in the defense of any lawsuit to which they are made
parties by reason of being or having been such directors or officers,
subject to specified conditions and exclusions; gives a director or officer
II-1
<PAGE>
who successfully defends an action the right to be so indemnified; and
authorizes the Corporation to buy directors' and officers' liability
insurance. Such indemnification is not exclusive of any of the rights to
which those indemnified may be entitled under any by-laws, agreement, vote
of stockholders or otherwise.
(b) Article Thirteen of the Certificate of Incorporation of the
Corporation permits, and Article IV of the ByLaws of the Corporation
provides for, indemnification of directors, officers, employees and agents
to the full extent permitted by law.
(c) The Corporation maintains directors' and officers' liability
insurance coverage for its directors and officers and those of its
subsidiaries and for certain other executive employees. This coverage
insures such persons against certain losses that may be incurred by them in
their respective capacities as directors, officers or employees, with
respect to which they may or may not be indemnified under the provisions of
the Certificate of Incorporation or By-Laws of the Corporation or
otherwise.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See the Exhibit Index which is incorporated herein by reference.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do
not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Chicago, Illinois, on May 14, 1999.
RYERSON TULL, INC.
By: /s/ NEIL S. NOVICH
-----------------------------------------
Neil S. Novich
Chairman, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 14, 1999.
Signature Title
- --------- -----
/s/ Neil S. Novich
- --------------------
Neil S. Novich Chairman, President and
Chief Executive Officer
(Principal Executive Officer)
and Director
/s/ Jay M. Gratz
- --------------------
Jay M. Gratz Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/ Lily L. May
- --------------------
Lily L. May Controller
(Principal Accounting Officer)
Jameson A. Baxter Director
Richard G. Cline Director By: /s/ NEIL S. NOVICH
-----------------------
Neil S. Novich
Gary L. Crittenden Director Attorney-in-fact
James A. Henderson Director
Gregory P. Josefowicz Director
Jerry K. Pearlman Director
Ronald L. Thompson Director
II-4
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
5 Opinion of Mayer, Brown & Platt.....................................
23.1 Consent of Mayer, Brown & Platt (included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP...............................
24 Powers of Attorney..................................................
II-5
Exhibit 5
May 14, 1999
Ryerson Tull, Inc.
2621 West 15th Place
Chicago, Illinois 60608
Ladies and Gentlemen:
We are acting as special counsel to Ryerson Tull, Inc. in connection
with the registration under the Securities Act of 1933, as amended, of
1,300,000 shares of its common stock, $1.00 par value (the "Shares"), to be
offered pursuant to the Ryerson Tull 1999 Incentive Stock Plan and the
Ryerson Tull Directors' 1999 Stock Option Plan (the "Plans"). In connection
therewith, we have examined or are otherwise familiar with Ryerson Tull's
Certificate of Incorporation, Ryerson Tull's By-Laws, the Plans, Ryerson
Tull's Registration Statement on Form S-8 (the "Registration Statement")
relating to the Shares, relevant resolutions of the Board of Directors of
Ryerson Tull, and such other documents and instruments as we have deemed
necessary for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that the Shares are
duly authorized for issuance and when issued in accordance with the
provisions of the Plans will be legally issued, fully paid and
non-assessable shares of Ryerson Tull.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
MAYER, BROWN & PLATT
Exhibit 23.2
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 of our report
dated February 17, 1999, except as to Note 1, which is as of February 25,
1999, which appears on page 20 of the 1998 Annual Report to Shareholders of
Ryerson Tull, Inc., which is incorporated by reference in Ryerson Tull,
Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998. We
also consent to the incorporation by reference of our report on the
Financial Statement Schedule, which appears on page 16 of such Annual
Report on Form 10-K.
PricewaterhouseCoopers LLP
Chicago, Illinois
May 14, 1999
RYERSON TULL, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a
director or officer of Ryerson Tull, Inc, a Delaware corporation (the
"Company"), do hereby nominate, constitute and appoint Neil S. Novich, Jay
M. Gratz, Gary J. Niederpruem, George A. Ranney, Jr., Lily L. May and
Terence Rogers, or any one or more of them, my true and lawful
attorneys-in-fact and agents to do any and all acts and things and to
execute any and all instruments which said attorneys-in-fact and agents, or
any of them, may deem necessary or advisable to enable the Company to
comply with the Securities Act of 1933, as amended, and any requirements of
the Securities and Exchange Commission in respect thereof, in connection
with the registration under said Act of not to exceed 1,000,000 shares of
Common Stock, $1.00 par value per share, of the Company covered by the
Ryerson Tull 1999 Incentive Stock plan and 300,000 shares of Common Stock,
$1.00 par value per share, of the Company covered by the Directors' 1999
Stock Option Plan, including specifically, but without limitation thereof,
full power and authority to sign my name as a director or officer of the
Company to registration statements on Forms S-8, or such other form for the
registration of securities as the Securities and Exchange Commission may
require covering such shares and to any amendment or amendments (including,
without limitation, post-effective amendments) or supplements to said
registration statements and to the prospectuses relating thereto, and to
certify on my behalf that, to the best of my knowledge and belief, the
Company meets all of the requirements for filing on Forms S-8; hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any
of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of
May 1999.
/s/ JAMESON A. BAXTER
---------------------
Jameson A. Baxter
<PAGE>
RYERSON TULL, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a
director or officer of Ryerson Tull, Inc, a Delaware corporation (the
"Company"), do hereby nominate, constitute and appoint Neil S. Novich, Jay
M. Gratz, Gary J. Niederpruem, George A. Ranney, Jr., Lily L. May and
Terence Rogers, or any one or more of them, my true and lawful
attorneys-in-fact and agents to do any and all acts and things and to
execute any and all instruments which said attorneys-in-fact and agents, or
any of them, may deem necessary or advisable to enable the Company to
comply with the Securities Act of 1933, as amended, and any requirements of
the Securities and Exchange Commission in respect thereof, in connection
with the registration under said Act of not to exceed 1,000,000 shares of
Common Stock, $1.00 par value per share, of the Company covered by the
Ryerson Tull 1999 Incentive Stock plan and 300,000 shares of Common Stock,
$1.00 par value per share, of the Company covered by the Directors' 1999
Stock Option Plan, including specifically, but without limitation thereof,
full power and authority to sign my name as a director or officer of the
Company to registration statements on Forms S-8, or such other form for the
registration of securities as the Securities and Exchange Commission may
require covering such shares and to any amendment or amendments (including,
without limitation, post-effective amendments) or supplements to said
registration statements and to the prospectuses relating thereto, and to
certify on my behalf that, to the best of my knowledge and belief, the
Company meets all of the requirements for filing on Forms S-8; hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any
of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of
May 1999.
/s/ RICHARD G. CLINE
---------------------
Richard G. Cline
<PAGE>
RYERSON TULL, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a
director or officer of Ryerson Tull, Inc, a Delaware corporation (the
"Company"), do hereby nominate, constitute and appoint Neil S. Novich, Jay
M. Gratz, Gary J. Niederpruem, George A. Ranney, Jr., Lily L. May and
Terence Rogers, or any one or more of them, my true and lawful
attorneys-in-fact and agents to do any and all acts and things and to
execute any and all instruments which said attorneys-in-fact and agents, or
any of them, may deem necessary or advisable to enable the Company to
comply with the Securities Act of 1933, as amended, and any requirements of
the Securities and Exchange Commission in respect thereof, in connection
with the registration under said Act of not to exceed 1,000,000 shares of
Common Stock, $1.00 par value per share, of the Company covered by the
Ryerson Tull 1999 Incentive Stock plan and 300,000 shares of Common Stock,
$1.00 par value per share, of the Company covered by the Directors' 1999
Stock Option Plan, including specifically, but without limitation thereof,
full power and authority to sign my name as a director or officer of the
Company to registration statements on Forms S-8, or such other form for the
registration of securities as the Securities and Exchange Commission may
require covering such shares and to any amendment or amendments (including,
without limitation, post-effective amendments) or supplements to said
registration statements and to the prospectuses relating thereto, and to
certify on my behalf that, to the best of my knowledge and belief, the
Company meets all of the requirements for filing on Forms S-8; hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any
of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of
May 1999.
/s/ GARY L. CRITTENDEN
----------------------
Gary L. Crittenden
<PAGE>
RYERSON TULL, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a
director or officer of Ryerson Tull, Inc, a Delaware corporation (the
"Company"), do hereby nominate, constitute and appoint Neil S. Novich, Jay
M. Gratz, Gary J. Niederpruem, George A. Ranney, Jr., Lily L. May and
Terence Rogers, or any one or more of them, my true and lawful
attorneys-in-fact and agents to do any and all acts and things and to
execute any and all instruments which said attorneys-in-fact and agents, or
any of them, may deem necessary or advisable to enable the Company to
comply with the Securities Act of 1933, as amended, and any requirements of
the Securities and Exchange Commission in respect thereof, in connection
with the registration under said Act of not to exceed 1,000,000 shares of
Common Stock, $1.00 par value per share, of the Company covered by the
Ryerson Tull 1999 Incentive Stock plan and 300,000 shares of Common Stock,
$1.00 par value per share, of the Company covered by the Directors' 1999
Stock Option Plan, including specifically, but without limitation thereof,
full power and authority to sign my name as a director or officer of the
Company to registration statements on Forms S-8, or such other form for the
registration of securities as the Securities and Exchange Commission may
require covering such shares and to any amendment or amendments (including,
without limitation, post-effective amendments) or supplements to said
registration statements and to the prospectuses relating thereto, and to
certify on my behalf that, to the best of my knowledge and belief, the
Company meets all of the requirements for filing on Forms S-8; hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any
of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of
May 1999.
/s/ JAMES A. HENDERSON
----------------------
James A. Henderson
<PAGE>
RYERSON TULL, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a
director or officer of Ryerson Tull, Inc, a Delaware corporation (the
"Company"), do hereby nominate, constitute and appoint Neil S. Novich, Jay
M. Gratz, Gary J. Niederpruem, George A. Ranney, Jr., Lily L. May and
Terence Rogers, or any one or more of them, my true and lawful
attorneys-in-fact and agents to do any and all acts and things and to
execute any and all instruments which said attorneys-in-fact and agents, or
any of them, may deem necessary or advisable to enable the Company to
comply with the Securities Act of 1933, as amended, and any requirements of
the Securities and Exchange Commission in respect thereof, in connection
with the registration under said Act of not to exceed 1,000,000 shares of
Common Stock, $1.00 par value per share, of the Company covered by the
Ryerson Tull 1999 Incentive Stock plan and 300,000 shares of Common Stock,
$1.00 par value per share, of the Company covered by the Directors' 1999
Stock Option Plan, including specifically, but without limitation thereof,
full power and authority to sign my name as a director or officer of the
Company to registration statements on Forms S-8, or such other form for the
registration of securities as the Securities and Exchange Commission may
require covering such shares and to any amendment or amendments (including,
without limitation, post-effective amendments) or supplements to said
registration statements and to the prospectuses relating thereto, and to
certify on my behalf that, to the best of my knowledge and belief, the
Company meets all of the requirements for filing on Forms S-8; hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any
of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of
May 1999.
/s/ GREGORY P. JOSEFOWICZ
-------------------------
Gregory P. Josefowicz
<PAGE>
RYERSON TULL, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a
director or officer of Ryerson Tull, Inc, a Delaware corporation (the
"Company"), do hereby nominate, constitute and appoint Neil S. Novich, Jay
M. Gratz, Gary J. Niederpruem, George A. Ranney, Jr., Lily L. May and
Terence Rogers, or any one or more of them, my true and lawful
attorneys-in-fact and agents to do any and all acts and things and to
execute any and all instruments which said attorneys-in-fact and agents, or
any of them, may deem necessary or advisable to enable the Company to
comply with the Securities Act of 1933, as amended, and any requirements of
the Securities and Exchange Commission in respect thereof, in connection
with the registration under said Act of not to exceed 1,000,000 shares of
Common Stock, $1.00 par value per share, of the Company covered by the
Ryerson Tull 1999 Incentive Stock plan and 300,000 shares of Common Stock,
$1.00 par value per share, of the Company covered by the Directors' 1999
Stock Option Plan, including specifically, but without limitation thereof,
full power and authority to sign my name as a director or officer of the
Company to registration statements on Forms S-8, or such other form for the
registration of securities as the Securities and Exchange Commission may
require covering such shares and to any amendment or amendments (including,
without limitation, post-effective amendments) or supplements to said
registration statements and to the prospectuses relating thereto, and to
certify on my behalf that, to the best of my knowledge and belief, the
Company meets all of the requirements for filing on Forms S-8; hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any
of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of
May 1999.
/s/ NEIL S. NOVICH
------------------
Neil S. Novich
<PAGE>
RYERSON TULL, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a
director or officer of Ryerson Tull, Inc, a Delaware corporation (the
"Company"), do hereby nominate, constitute and appoint Neil S. Novich, Jay
M. Gratz, Gary J. Niederpruem, George A. Ranney, Jr., Lily L. May and
Terence Rogers, or any one or more of them, my true and lawful
attorneys-in-fact and agents to do any and all acts and things and to
execute any and all instruments which said attorneys-in-fact and agents, or
any of them, may deem necessary or advisable to enable the Company to
comply with the Securities Act of 1933, as amended, and any requirements of
the Securities and Exchange Commission in respect thereof, in connection
with the registration under said Act of not to exceed 1,000,000 shares of
Common Stock, $1.00 par value per share, of the Company covered by the
Ryerson Tull 1999 Incentive Stock plan and 300,000 shares of Common Stock,
$1.00 par value per share, of the Company covered by the Directors' 1999
Stock Option Plan, including specifically, but without limitation thereof,
full power and authority to sign my name as a director or officer of the
Company to registration statements on Forms S-8, or such other form for the
registration of securities as the Securities and Exchange Commission may
require covering such shares and to any amendment or amendments (including,
without limitation, post-effective amendments) or supplements to said
registration statements and to the prospectuses relating thereto, and to
certify on my behalf that, to the best of my knowledge and belief, the
Company meets all of the requirements for filing on Forms S-8; hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any
of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of
May 1999.
/s/ JERRY K. PEARLMAN
---------------------
Jerry K. Pearlman
<PAGE>
RYERSON TULL, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a
director or officer of Ryerson Tull, Inc, a Delaware corporation (the
"Company"), do hereby nominate, constitute and appoint Neil S. Novich, Jay
M. Gratz, Gary J. Niederpruem, George A. Ranney, Jr., Lily L. May and
Terence Rogers, or any one or more of them, my true and lawful
attorneys-in-fact and agents to do any and all acts and things and to
execute any and all instruments which said attorneys-in-fact and agents, or
any of them, may deem necessary or advisable to enable the Company to
comply with the Securities Act of 1933, as amended, and any requirements of
the Securities and Exchange Commission in respect thereof, in connection
with the registration under said Act of not to exceed 1,000,000 shares of
Common Stock, $1.00 par value per share, of the Company covered by the
Ryerson Tull 1999 Incentive Stock plan and 300,000 shares of Common Stock,
$1.00 par value per share, of the Company covered by the Directors' 1999
Stock Option Plan, including specifically, but without limitation thereof,
full power and authority to sign my name as a director or officer of the
Company to registration statements on Forms S-8, or such other form for the
registration of securities as the Securities and Exchange Commission may
require covering such shares and to any amendment or amendments (including,
without limitation, post-effective amendments) or supplements to said
registration statements and to the prospectuses relating thereto, and to
certify on my behalf that, to the best of my knowledge and belief, the
Company meets all of the requirements for filing on Forms S-8; hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any
of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 6th day of
May 1999.
/s/ RONALD L. THOMPSON
----------------------
Ronald L. Thompson
