<PAGE>
First Quarter - 2000
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 March 31, 2000
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: 24,773,618 shares of the
Company's Common Stock ($1.00 par value per share) were outstanding as of May 4,
2000.
<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
March 31
-----------------
2000 1999
------ ------
<S> <C> <C>
NET SALES $786.3 $691.4
Cost of materials sold 620.3 533.8
------ ------
GROSS PROFIT 166.0 157.6
Operating expenses 130.6 123.3
Depreciation and amortization 8.4 8.8
Plant closure costs 4.5 -
Pension curtailment gain (4.4) -
------ ------
OPERATING PROFIT 26.9 25.5
Other revenue and expense,
including interest income 0.1 0.4
Interest and other expense
on debt (6.2) (6.3)
------ ------
INCOME BEFORE INCOME TAXES 20.8 19.6
PROVISION FOR INCOME TAXES 9.8 9.1
------ ------
INCOME BEFORE MINORITY INTEREST 11.0 10.5
MINORITY INTEREST - 0.7
------ ------
NET INCOME $ 11.0 $ 9.8
====== ======
</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
March 31
------------------
2000 1999
------ ------
<S> <C> <C>
EARNINGS PER SHARE
OF COMMON STOCK
- -------------------
Basic $ 0.44 $ 0.42
======= =======
Diluted $ 0.44 $ 0.42
======= =======
STATEMENT OF COMPREHENSIVE INCOME
- ---------------------------------
NET INCOME $ 11.0 $ 9.8
------- -------
OTHER COMPREHENSIVE INCOME:
Foreign currency translation adjustments (0.6) (0.3)
Minimum pension liability adjustment,
net of tax of $9.5 - 14.1
------- -------
COMPREHENSIVE INCOME $ 10.4 $ 23.6
======= =======
OPERATING DATA
- ----------------
SHIPMENTS (Tons in Thousands) 914.5 819.1
</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
-------------------
Three Months Ended
March 31
-------------------
2000 1999
------ ------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 11.0 $ 9.8
------ ------
Adjustments to reconcile net income to net
cash used for operating activities:
Depreciation and amortization 8.4 8.8
Deferred employee benefit cost (4.1) (1.2)
Deferred income taxes 1.8 (0.5)
Change in assets and liabilities,
excluding effects of acquisitions:
Receivables (87.2) (38.0)
Inventories (29.7) 9.8
Other assets (0.7) 2.1
Accounts payable 68.0 (2.2)
Accrued liabilities (11.0) (11.8)
Other deferred items 1.3 1.3
------ ------
Net adjustments (53.2) (31.7)
------ ------
Net cash used for operating activities (42.2) (21.9)
------ ------
INVESTING ACTIVITIES
Acquisitions (Note 2) - (67.9)
Capital expenditures (5.3) (5.6)
Proceeds from sales of assets 2.0 0.3
------ ------
Net cash used for investing activities (3.3) (73.2)
------ ------
FINANCING ACTIVITIES
Debt retirement (7.0) -
Short-term borrowing 38.0 40.0
Dividends paid (1.3) (1.3)
------ ------
Net cash provided from financing activities 29.7 38.7
------ ------
Net decrease in cash and cash equivalents (15.8) (56.4)
Cash and cash equivalents - beginning of year 39.5 99.6
------ ------
Cash and cash equivalents - end of period $ 23.7 $ 43.2
====== ======
SUPPLEMENTAL DISCLOSURES
Cash paid during the period for:
Interest $ 11.3 $ 11.1
Income taxes, net - 0.7
</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 March 31, 2000 December 31, 1999
- ------ ------------------- -----------------
(unaudited)
<S> <C> <C> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 23.7 $ 39.5
Receivables less provision for allowances, claims and
doubtful accounts of $7.6 and $7.2, respectively 395.1 307.9
Inventories - principally at LIFO 572.4 542.7
-------- --------
Total current assets 991.2 890.1
INVESTMENTS AND ADVANCES 27.8 30.0
PROPERTY, PLANT AND EQUIPMENT
Valued on basis of cost $580.2 $579.0
Less accumulated depreciation 310.6 269.6 305.8 273.2
------ -------
DEFERRED INCOME TAXES 54.1 56.4
PREPAID PENSION COSTS 24.3 19.7
EXCESS OF COST OVER NET ASSETS ACQUIRED 106.6 108.0
OTHER ASSETS 10.5 9.8
-------- --------
Total Assets $1,484.1 $1,387.2
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES
Accounts payable $ 269.2 $ 201.2
Accrued liabilities 66.8 78.4
Short-term borrowing 38.0 -
-------- --------
Total current liabilities 374.0 279.6
LONG-TERM DEBT 251.6 258.8
DEFERRED EMPLOYEE BENEFITS AND OTHER 151.5 151.0
-------- --------
Total liabilities 777.1 689.4
COMMITMENTS & CONTINGENCIES - -
STOCKHOLDERS' EQUITY (Schedule A) 707.0 697.8
-------- --------
Total Liabilities and Stockholders' Equity $1,484.1 $1,387.2
======== ========
</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
March 31, 2000 and for the three-month periods ended March 31, 2000 and 1999 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, 1999.
NOTE 2/ACQUISITION
On January 31, 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 and
the purchase price has been allocated to assets acquired and liabilities
assumed. Goodwill arising from the acquisition will be amortized using the
straight-line method over 25 years.
NOTE 3/MERGER
On February 25, 1999, the Company and the pre-merger Ryerson Tull, Inc.
("RT") merged and each share of RT Class A common stock was converted into 0.61
share of Company common stock. 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.
Under the purchase method of accounting, the assets and liabilities of RT in
proportion to the 13% minority interest were recorded at their fair values at
the effective time of the merger.
5
<PAGE>
NOTE 4/EARNINGS PER SHARE
<TABLE>
<CAPTION>
Dollars and Shares
In Millions
(except per share data)
-----------------------
Three Months Ended
March 31
-----------------------
2000 1999
---- ----
<S> <C> <C>
Basic earnings per share
- ------------------------
Net income $11.0 $ 9.8
Less preferred stock dividends .1 -
----- -----
Net income available to common stockholders $10.9 $ 9.8
===== =====
Average shares of common stock outstanding 24.8 23.0
===== =====
Basic earnings per share $ .44 $ .42
===== =====
Diluted earnings per share
- --------------------------
Net income available to stockholders $10.9 $ 9.8
===== =====
Average shares of common stock outstanding 24.8 23.0
Dilutive effect of stock options - .1
----- -----
Shares outstanding for diluted earnings per
share calculation 24.8 23.1
===== =====
Diluted earnings per share $ .44 $ .42
===== =====
</TABLE>
6
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations - Comparison of First Quarter 2000 to First Quarter 1999
- ------------------------------------------------------------------------------
For the first quarter of 2000, the Company reported consolidated net income of
$11.0 million, or 44 cents per diluted share as compared with $9.8 million, or
42 cents per diluted share in the year-ago quarter. Included in the first
quarter 2000 results was a pre-tax charge of $4.5 million for costs associated
with the closure of facilities in Minneapolis, Minnesota and Long Island City,
New York, primarily for severance and asset write-offs. Additionally, the
Company recorded a $0.8 million pretax charge to write down the investment in
the Ryerson de Mexico joint venture as a result of the announced sale of such
interest to the joint venture partner, Altos Hornos de Mexico S.A. de C.V.
Offsetting these charges was a $4.4 million pre-tax pension curtailment gain
reflecting changes in the retirement benefit structure at a subsidiary. This
change makes retirement benefits for salaried employees consistent across all
subsidiaries.
Sales for the first quarter of 2000 increased 14 percent to $786.3 million from
the same period a year ago. Volume increased 12 percent while average selling
price increased 2 percent.
Despite the improvement in the average selling price, gross profit per ton
declined to $182 in the first quarter of 2000 from $192 in the year-ago quarter
due to the Company's inability to pass along fully the increase in material
costs to customers. Gross profit margin declined from 22.8% a year ago to 21.1%
in the first quarter. However, productivity gains and continued expense control
helped offset most of the loss in gross profit margins. Expenses, defined as
operating expenses plus depreciation and amortization, were reduced to $152 per
ton in the first quarter of 2000 from $161 per ton in the first quarter of 1999.
As a result, operating profit per ton for the first quarter of 2000 was $30 per
ton, compared to $31 per ton a year ago.
For the quarter, operating profit increased 5.3 percent from the year ago
period, from $25.5 million to $26.9 million.
Liquidity and Financing
- -----------------------
The Company had cash and cash equivalents at March 31, 2000 of $23.7 million
compared to $39.5 million at December 31, 1999. At March 31, 2000, the Company
had outstanding short-term borrowings of $38 million under the Company's lines
of credit.
On February 1, 2000, the Company redeemed the $7 million outstanding principal
amount of the Port of Portland Variable Rate Industrial Revenue Refunding Bonds
("IRB") due November 1, 2007 at par value. The Company also cancelled the $7
million letter of credit supporting this IRB.
The Company has a committed bank revolving credit facility of $250 million that
extends until September 5, 2002. The revolving credit agreement contains
covenants that, among other things, limit the amount of dividends and stock
repurchases and restrict the amount of additional debt. The maximum amount of
dividend payments or share repurchases that could have been made as of March 31,
2000, was $118 million. During the first quarter of 2000, two uncommitted and
unsecured lines of credit totaling $20 million were established.
The indenture under which $250 million of debt was issued in 1996 ("RT Notes")
contains covenants limiting, among other things, the creation of secured
indebtedness, sale and leaseback transactions, the repurchase of capital stock,
transactions with affiliates and mergers, consolidations and certain sale of
assets. In addition, the RT Notes restrict the payment of dividends, although to
a lesser extent than the bank credit facility described above. Effective with
the merger of RT and the Company on February 26, 1999, the Company assumed the
RT Notes.
ISC Sale Contingencies
- ----------------------
The Agreement and Plan of Merger among Ispat International, N.V. ("Ispat"),
Inland Merger Sub, Inc., Inland Steel Industries, Inc. (now named Ryerson Tull,
Inc.), and Inland Steel Company (now named Ispat Inland, Inc.) dated May 27,
1998, as amended (the "Merger Agreement") provides that the Company indemnify
Ispat for specified losses and expenses. As previously disclosed, by letter
dated May 11, 1999, Ispat advised the Company of its involvement in a civil
lawsuit and federal criminal grand jury proceeding in Louisiana and notified the
Company of its intention to seek indemnification from the Company in connection
with the Louisiana proceedings. See "Management's Discussion of Operations and
Financial Condition - ISC Sale Contingencies," incorporated by reference under
Item 7 of the Company's Annual Report on Form 10-K for 1999.
7
<PAGE>
In letters dated March 31, 2000, Ispat notified the Company that Ispat was
asserting claims against the Company under the Merger Agreement related to
certain pension liabilities, insurance premiums, property taxes, environmental
matters, intellectual property and the Louisiana proceedings. Ispat also stated
that it does not consider the Company's liability with respect to the Louisiana
proceedings to be limited by the $90 million cap on indemnification for breaches
of representations and warranties in the Merger Agreement but intends to pursue
all other remedies, both under the Merger Agreement and otherwise, if its losses
in that matter were to exceed $90 million. In its Annual Report on Form 10-K for
1999 dated March 30, 2000, Ispat disclosed that it had agreed to extend the
statute of limitations for the filing of any criminal charges against it in the
Louisiana proceedings through September 30, 2000. Ispat also again stated that
if a potential claim by the U.S. Attorney were successfully proven with respect
to the Louisiana proceedings and the damages asserted were established, it would
be material to Ispat Inland's financial position and results of operations, but
that it was unable at the present stage of these proceedings to determine the
extent of its potential liability, if any, and whether the Louisiana proceedings
could materially affect its financial condition or results of operations. The
Company is unable to determine at this time whether the foregoing would affect
its financial condition or results of operations.
PART II. OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings.
From time to time, the Company is named as a defendant in legal actions arising
in the ordinary course of its business. The Company is a party to the following
pending legal proceedings in addition to routine litigation incidental to its
business. Management does not believe that the resolution of these claims will
have a material adverse effect on the Company's financial condition or results
of operations.
On July 20, 1999, the Company commenced a tender offer to repurchase a portion
of its outstanding shares. On August 5, 1999, Greenway Partners, L.P. and
related parties ("Greenway") filed suit in the Delaware Chancery Court seeking
to enjoin the Company from consummating the tender offer. Greenway alleged that
given the number of shares of Common Stock that it owned, the size of the tender
offer and the terms of the Company's rights agreement, Greenway was coerced into
tendering its shares of Common Stock in the tender offer or risk being declared
an "adverse person" by the Company's Board of Directors, triggering the
separation of the rights under the Company's rights agreement. The court denied
Greenway's request for a temporary restraining order, and Greenway tendered all
of its Common Stock into the offer. Greenway reserved its rights to seek
appropriate remedies, including rescission of the purchase of its approximately
2.9 million shares of Common Stock or damages. The suit was dismissed in March
2000.
On September 23, 1999, the Company issued a press release stating that it had
offered to acquire all of the outstanding publicly held shares of its then
majority-owned subsidiary, then named Ryerson Tull, Inc. ("Pre-merger Ryerson
Tull") Class A common stock in a merger transaction, pursuant to which the Pre-
merger Ryerson Tull stockholders (other than the Company and its subsidiaries)
would receive 0.54 of a share of Common Stock for each share of Pre-merger
Ryerson Tull Class A common stock (the "Proposal").
After the September 23, 1999 public announcement of the Proposal, three lawsuits
were filed by certain Pre-merger Ryerson Tull stockholders in the Delaware Court
of Chancery against the Company, Pre-merger Ryerson Tull and certain directors
of the Company and Pre-merger Ryerson Tull. These lawsuits were purported class
actions on behalf of all Pre-merger Ryerson Tull stockholders and alleged that
the Proposal was unfair and inadequate because, among other things, the
intrinsic value of the Pre-merger Ryerson Tull Class A common stock was
allegedly materially in excess of the Proposal's exchange ratio. The lawsuits
also alleged that the Company breached its duty of loyalty to Pre-merger Ryerson
Tull stockholders by using its control of Pre-merger Ryerson Tull to seek to
force Pre-merger Ryerson Tull stockholders to exchange their equity interest in
Pre-merger Ryerson Tull for unfair consideration. The lawsuits sought to enjoin
consummation of the Proposal or, in the alternative, request rescission and
monetary damages. The lawsuits were dismissed without prejudice by the Court of
Chancery in March 2000.
8
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Company held its annual meeting on April 27, 2000.
(b) See the response to Item 4(c) below.
(c) The election of eight nominees for director of the Company was
voted upon at the meeting. The number of affirmative votes and
the number of votes withheld with respect to such approval are as
follows:
<TABLE>
<CAPTION>
NOMINEE AFFIRMATIVE VOTES VOTES WITHHELD
------- ----------------- --------------
<S> <C> <C>
Jameson A. Baxter 17,109,284 5,372,295
Richard G. Cline 17,109,580 5,371,999
Gary L. Crittenden 17,111,574 5,370,005
James A. Henderson 17,107,781 5,373,798
Gregory P. Josefowicz 17,105,800 5,375,779
Neil S. Novich 17,108,313 5,373,266
Jerry K. Pearlman 17,104,725 5,376,854
Ronald L. Thompson 17,110,267 5,371,312
</TABLE>
There were no matters voted upon at the meeting to which broker
non-votes applied.
(d) Not applicable.
Item 6. Exhibits and Report 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 April 14, 2000, the Company filed a Current Report on Form
8-K, reporting, under Item 5--Other Events, that Ispat Inland
Inc. notified the Company by letter dated March 31, 2000 that it
was asserting claims against the Company under the Merger
Agreement among Ispat, Inland Merger Sub, Inc., the Company
(f/k/a Inland Steel Industries, Inc.) and Inland Steel Company
(now named Ispat Inland, Inc.) dated May 27, 1998 as amended (the
"Merger Agreement") as related to certain pension liabilities,
insurance premiums, property taxes, environmental matters,
intellectual property and the civil lawsuit filed against Ispat
in Baton Rouge, Louisiana. Ispat also stated that it does not
consider the Company's liability with respect to the Louisiana
proceedings to be limited by the $90 million cap on
indemnification for breaches of representations and warranties in
the Merger Agreement but intends to pursue all other remedies,
both under the Merger Agreement and otherwise, if its losses in
that matter were to exceed $90 million.
9
<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: May 11, 2000
10
<PAGE>
Part I -- Schedule A
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
SUMMARY OF STOCKHOLDERS' EQUITY
================================================================================
<TABLE>
<CAPTION>
Dollars in Millions
-------------------
March 31, 2000 December 31, 1999
------------------- ------------------
(unaudited)
<S> <C> <C> <C> <C>
STOCKHOLDERS' EQUITY
- --------------------
Series A preferred stock ($1 par value)
- 81,124 shares and 78,099 shares issued
and outstanding as of March 31, 2000 and
December 31, 1999, respectively $ 0.1 $ 0.1
Common stock ($1 par value)
- 50,556,350 shares issued
as of March 31, 2000 and December 31, 1999 50.6 50.6
Capital in excess of par value 863.3 863.3
Retained earnings
Balance beginning of year $541.8 $491.2
Net income 11.0 55.7
Dividends
Series A preferred stock -
$ .60 per share in 2000 and
$2.40 per share in 1999 (0.1) (0.2)
Common Stock -
$ .05 per share in 2000 and
$ .20 per share in 1999 (1.2) 551.5 (4.9) 541.8
------ --------
Restricted stock awards (0.3) (0.4)
Treasury stock, at cost
- 25,786,429 as of March 31, 2000 and
25,782,759 as of December 31, 1999 (754.7) (754.7)
Accumulated other comprehensive income (3.5) (2.9)
------- -------
Total Stockholders' Equity $ 707.0 $ 697.8
======= =======
</TABLE>
11
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- ----------------------------------------------------------------------
<S> <C>
3.1 Copy of Certificate of Incorporation, as amended, of Ryerson Tull.
(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 3.2 to the Company's Annual
Report on Form 10-K for the year ended December 31, 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 Ryerson Tull. (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 Ryerson Tull. (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 Ryerson Tull 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 1996 (File No. 1-11767), and incorporated
by reference herein.)
4.5 First Supplemental Indenture, dated as of February 25, 1999, between
Ryerson Tull 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 on Form 10-K 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 on Form 10-K 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* 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.)
10.2* 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. 9117), and incorporated by reference
herein.)
10.3* Ryerson Tull 1996 Incentive Stock Plan, as amended. (Filed as Exhibit
10.14 to Pre-merger Ryerson Tull Annual Report on Form 10-K for the
year ended December 31, 1997 (File No. 1-11767), and incorporated by
reference herein.)
10.4* 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.)
10.5* 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.)
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- ----------------------------------------------------------------------
<S> <C>
10.6* 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.)
10.7* 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.)
10.8* 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.)
10.9* 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.)
10.10* 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.)
10.11* 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.)
10.12* 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.)
10.13* 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.)
10.14* 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.)
10.15* 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.)
10.16* 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.)
10.17* Employment Agreement dated September 1, 1999 between the Company and
Jay M. Gratz. (Filed as Exhibit 10.22 to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1999 (File No.
1-9117), and incorporated by reference herein.)
10.18* Employment Agreement dated September 1, 1999 between the Company and
Gary J. Niederpruem. (Filed as Exhibit 10.23 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1999
(File No. 1-9117), and incorporated by reference herein.)
10.19* Employment Agreement dated December 1, 1999 between the Company and
Neil S. Novich. (Filed as Exhibit 10.19 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1999 (File No. 1-9117),
and incorporated by reference herein.)
10.20* Confidentiality and Non-Competition Agreement dated July 1, 1999
between the Company and Stephen E. Makarewicz. (Filed as Exhibit 10.24
to the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999 (File No. 1-9117), and incorporated by reference
herein.)
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- ---------------------------------------------------------------------
<S> <C>
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* Letter of Retainer dated as of November 16, 1999 between the Company,
George A. Ranney, Jr. and Mayer, Brown & Platt. (Filed as Exhibit
10.22 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1999 (File No. 1-9117), and incorporated by reference
herein.)
27 Financial Data Schedule
</TABLE>
* Management contract or compensatory plan or arrangement required to be filed
as an exhibit to the Company's Annual Report on Form 10-K.
14
<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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 23,700
<SECURITIES> 0
<RECEIVABLES> 402,700
<ALLOWANCES> 7,600
<INVENTORY> 572,400
<CURRENT-ASSETS> 991,200
<PP&E> 580,200
<DEPRECIATION> 310,600
<TOTAL-ASSETS> 1,484,100
<CURRENT-LIABILITIES> 374,000
<BONDS> 251,600
0
100
<COMMON> 50,600
<OTHER-SE> 656,300
<TOTAL-LIABILITY-AND-EQUITY> 1,484,100
<SALES> 786,300
<TOTAL-REVENUES> 786,300
<CGS> 703,500
<TOTAL-COSTS> 703,500
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,200
<INCOME-PRETAX> 20,800
<INCOME-TAX> 9,800
<INCOME-CONTINUING> 11,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,000
<EPS-BASIC> 0.44
<EPS-DILUTED> 0.44
</TABLE>
