<PAGE>
Second 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 June 30, 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: 24,774,001 shares of the
Company's Common Stock ($1.00 par value per share) were outstanding as of
August 7, 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 Six Months Ended
June 30 June 30
------------------------ ----------------------
2000 1999 2000 1999
------ ------ -------- --------
<S> <C> <C> <C> <C>
NET SALES $760.8 $708.1 $1,547.1 $1,399.5
Cost of materials sold 610.9 543.1 1,231.2 1,076.9
------ ------ -------- --------
GROSS PROFIT 149.9 165.0 315.9 322.6
Operating expenses 128.1 126.0 258.7 249.3
Depreciation and amortization 8.3 9.1 16.7 17.9
Restructuring and plant closure costs 23.3 3.6 27.8 3.6
Pension curtailment gain - - (4.4) -
------ ------ -------- --------
OPERATING PROFIT (LOSS) (9.8) 26.3 17.1 51.8
Other revenue and expense, including
interest income - 0.2 0.1 0.6
Interest and other expense on debt (6.9) (6.9) (13.1) (13.2)
------ ------ -------- --------
INCOME (LOSS) BEFORE INCOME TAXES (16.7) 19.6 4.1 39.2
PROVISION FOR INCOME TAXES (3.1) Cr. 9.3 6.7 18.4
------ ------ -------- --------
INCOME (LOSS) FROM CONTINUING OPERATIONS
BEFORE MINORITY INTEREST (13.6) 10.3 (2.6) 20.8
MINORITY INTEREST - - - 0.7
------ ------ -------- --------
INCOME (LOSS) FROM CONTINUING OPERATIONS (13.6) 10.3 (2.6) 20.1
DISCONTINUED OPERATIONS -
INLAND STEEL COMPANY
Gain on Sale - 17.3 - 17.3
------ ------ -------- --------
NET INCOME (LOSS) $(13.6) $ 27.6 $ (2.6) $ 37.4
====== ====== ======== ========
</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 Six Months Ended
June 30 June 30
------------------ ----------------
2000 1999 2000 1999
-------- -------- ------- -------
<S> <C> <C> <C> <C>
EARNINGS PER SHARE OF COMMON STOCK
Basic:
Income (loss) from continuing operations $(0.55) $0.41 $(0.11) $0.83
Inland Steel Company - gain on sale - 0.69 - 0.72
------ ----- ------ -----
Net Income (Loss) $(0.55) $1.10 $(0.11) $1.55
Diluted:
Income (loss) from continuing operations $(0.55) $0.41 $(0.11) $0.83
Inland Steel Company - gain on sale - 0.69 - 0.72
------ ----- ------ -----
Net Income (Loss) $(0.55) $1.10 $(0.11) $1.55
STATEMENT OF COMPREHENSIVE INCOME
NET INCOME (LOSS) $(13.6) $27.6 $(2.6) $37.4
------ ----- ----- -----
OTHER COMPREHENSIVE INCOME (LOSS):
Foreign currency translation adjustments (0.5) 0.6 (1.1) 0.3
Minimum pension liability adjustment,
net of tax of $9.5 - - - 14.1
------ ----- ----- -----
COMPREHENSIVE INCOME (LOSS) $(14.1) $28.2 $(3.7) $51.8
====== ===== ===== =====
OPERATING DATA
SHIPMENTS (Tons in Thousands) 880.1 860.3 1,794.6 1,679.4
</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
-------------------
Six Months Ended
June 30
-------------------
2000 1999
------ ------
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ (2.6) $ 37.4
------ ------
Adjustments to reconcile net income to net
cash (used for) provided from operating activities:
Depreciation and amortization 16.7 17.9
Deferred employee benefit cost (4.7) 0.9
Deferred income taxes (0.3) 9.0
Restructuring and plant closure costs 27.8 -
Gain from the sale of Inland Steel Company - (17.3)
Change in assets and liabilities, excluding effects
of acquisitions:
Receivables (73.9) (27.4)
Inventories (96.6) 22.6
Other assets 0.2 2.5
Accounts payable 79.5 (10.2)
Accrued liabilities (19.5) (20.4)
Other deferred items 1.7 0.7
------ ------
Net adjustments (69.1) (21.7)
------ ------
Net cash (used for) provided from operating activities (71.7) 15.7
------ ------
INVESTING ACTIVITIES
Acquisitions (Note 2) - (66.0)
Capital expenditures (16.6) (16.3)
Proceeds from sales of assets 2.4 0.3
------ ------
Net cash used for investing activities (14.2) (82.0)
------ ------
FINANCING ACTIVITIES
Debt retirement (11.8) -
Short-term borrowing 83.6 5.0
Dividends paid (2.6) (2.6)
------ ------
Net cash provided from financing activities 69.2 2.4
------ ------
Net decrease in cash and cash equivalents (16.7) (63.9)
Cash and cash equivalents - beginning of year 39.5 99.6
------ ------
Cash and cash equivalents - end of period $ 22.8 $ 35.7
====== ======
SUPPLEMENTAL DISCLOSURES
Cash paid during the period for:
Interest $ 12.7 $ 11.7
Income taxes, net 7.1 13.4
</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 June 30, 2000 December 31, 1999
------ -------------------- ---------------------
(unaudited)
<S> <C> <C> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 22.8 $ 39.5
Receivables less provision for allowances, claims and
doubtful accounts of $8.0 and $7.2, respectively 381.7 307.9
Inventories - principally at LIFO 639.3 542.7
Deferred income taxes 2.8 -
-------- --------
Total current assets 1,046.6 890.1
INVESTMENTS AND ADVANCES 24.5 30.0
PROPERTY, PLANT AND EQUIPMENT
Valued on basis of cost $590.4 $579.0
Less accumulated depreciation 317.5 272.9 305.8 273.2
------ ------
DEFERRED INCOME TAXES 50.7 56.4
PREPAID PENSION COSTS 23.3 19.7
EXCESS OF COST OVER NET ASSETS ACQUIRED 98.9 108.0
OTHER ASSETS 9.7 9.8
-------- --------
Total Assets $1,526.6 $1,387.2
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Accounts payable $ 280.7 $ 201.2
Accrued liabilities 71.8 78.4
Short-term borrowing 83.6 -
-------- --------
Total current liabilities 436.1 279.6
LONG-TERM DEBT 246.6 258.8
DEFERRED EMPLOYEE BENEFITS AND OTHER 152.1 151.0
-------- --------
Total liabilities 834.8 689.4
COMMITMENTS & CONTINGENCIES - -
STOCKHOLDERS' EQUITY (Schedule A) 691.8 697.8
-------- --------
Total Liabilities and Stockholders' Equity $1,526.6 $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
June 30, 2000 and for the three-month and six-month periods ended June 30, 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 February 1, 1999, the Company completed the acquisition of Washington
Specialty Metals Corporation, an eight-location metals service center
specializing in value-added stainless steel. The Company purchased all of the
outstanding stock of Washington Specialty Metals for approximately $66 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 Six Months Ended
June 30 June 30
------------------- ----------------
2000 1999 2000 1999
------- ------ ------ -----
<S> <C> <C> <C> <C>
Basic earnings per share
------------------------
Income (loss) from continuing operations $(13.6) $10.3 $(2.6) $20.1
Less preferred stock dividends - .1 .1 .1
------ ----- ----- -----
Income (loss) from continuing operations
available to common stockholders (13.6) 10.2 (2.7) 20.0
Inland Steel Company - gain on sale - 17.3 - 17.3
------ ----- ----- -----
Net income (loss) available to common stockholders $(13.6) $27.5 $(2.7) $37.3
====== ===== ===== =====
Average shares of common stock outstanding 24.8 25.0 24.8 24.0
====== ===== ===== =====
Basic earnings per share
From continuing operations $ (.55) $ .41 $(.11) $ .83
Inland Steel Company - gain on sale - .69 - .72
------ ----- ----- -----
Net income (loss) $ (.55) $1.10 $(.11) $1.55
====== ===== ===== =====
Diluted earnings per share
--------------------------
Net income (loss) available to common stockholders $(13.6) $27.5 $(2.7) $37.3
====== ===== ===== =====
Average shares of common stock outstanding 24.8 25.0 24.8 24.0
Dilutive effect of stock options - .1 - .1
------ ----- ----- -----
Shares outstanding for diluted
earnings per share calculation 24.8 25.1 24.8 24.1
====== ===== ===== =====
Diluted earnings (loss) per share
From continuing operations $ (.55) $ .41 $(.11) $ .83
Inland Steel Company - gain on sale - .69 - .72
------ ----- ----- -----
Net income (loss) $ (.55) $1.10 $(.11) $1.55
====== ===== ===== =====
</TABLE>
6
<PAGE>
NOTE 5/RESTRUCTURING CHARGE
In the second quarter of 2000, the Company recorded a restructuring charge of
$23.3 million. The charge is the result of realigning geographic divisions to
improve responsiveness to local markets, exiting non-core businesses and
centralizing administrative services to achieve economies of scale. Details of
the restructuring charge, which includes severance for 319 employees, are as
follows:
<TABLE>
<CAPTION>
Restructuring Utilized Balance at
(In millions) Charge in Quarter June 30, 2000
--------------------------------------------------------------------------------
<S> <C> <C> <C>
Write-down of long-lived assets $ 9.3 $ 9.3 $ -
Employee costs 7.4 2.4 5.0
Tenancy costs and other 6.6 0.1 6.5
--------------------------------------------------------------------------------
$23.3 $11.8 $11.5
</TABLE>
It is expected that the restructuring actions will be substantially completed by
year-end 2000.
NOTE 6/TAXES
The effective tax rate has changed from the prior periods due to an increase in
permanent tax differences arising from the restructuring charge and an increase
in the proportion of permanent differences to pretax income.
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations - Comparison of Second Quarter 2000 to Second Quarter 1999
--------------------------------------------------------------------------------
For the second quarter of 2000, the Company reported a consolidated net loss of
$13.6 million, or 55 cents per diluted share as compared with net income of
$27.6 million, or 41 cents per diluted share from continuing operations in the
year-ago quarter. Included in the second quarter 2000 results was a pre-tax
restructuring charge of $23.3 million, or 67 cents per share. Excluding this
charge, the Company earned 12 cents per diluted share in the quarter.
Sales for the second quarter of 2000 increased 7.5 percent to $760.8 million
from the same period a year ago. Volume increased 2.3 percent while average
selling price increased 5 percent. Most of the increase in average selling price
is attributable to surcharges on stainless product, which are directly passed
through to the customers.
Gross profit per ton declined to $170 in the second quarter of 2000 from $192 in
the year-ago quarter due to the Company's inability to pass along all of the
increase in material costs to customers. Gross profit margin declined from 23.3%
a year ago to 19.7% in the second quarter. However, productivity gains and
continued expense control helped offset some of the loss in gross profit
margins. Expenses, defined as operating expenses plus depreciation and
amortization, were reduced to $155 per ton in the second quarter of 2000 from
$157 per ton in the second quarter of 1999.
The Company is undergoing a restructuring to optimize facility use and improve
efficiencies. The $23.3 million restructuring charge consists of severance for
319 employees and asset write-offs resulting from closing or downsizing
businesses and centralizing certain functions.
Excluding the restructuring charge, the Company generated $13.6 million
operating profit in the second quarter of 2000, compared to $26.3 million a year
ago.
At the beginning of April 2000, the Company experienced a sudden weakness in
sales volume driven by customers' need to adjust production schedules and
inventories to more appropriate levels. Additionally, the rapid pace of metal
price increases at the beginning of the quarter made it difficult to pass higher
prices through to customers. The Company anticipates a continuing slowdown in
the metal-using sector of the economy over the next few quarters.
Results of Operations - Comparison of First Six Months 2000 to First Six Months
-------------------------------------------------------------------------------
1999
----
For the first six months of 2000, the Company reported a consolidated net loss
of $2.6 million, or 11 cents per diluted share. Net income in the year-ago
period was $37.4 million, consisting of $20.1 million from continuing operations
and $17.3 million from an adjustment to taxes for the gain on the sale of Inland
Steel Company. Included in the 2000 results are restructuring and plant closure
charges of $27.8 million and a $4.4 million pretax pension curtailment gain.
Net sales of $1.5 billion increased 10.5 percent from the first six months of
1999 as volume increased 7.0 percent and selling prices increased 3.5 percent.
Excluding the restructuring and plant closure costs in both periods and the
pension curtailment gain, operating profit decreased 26.7 percent to $40.5
million from $55.4 million in the year-ago period.
Liquidity and Financing
-----------------------
The Company had cash and cash equivalents at June 30, 2000 of $22.8 million
compared to $39.5 million at December 31, 1999. At June 30, 2000, the Company
had outstanding short-term borrowings of $83.6 million under the Company's lines
of credit. During the first six months of 2000, the Company's cash flow from
operating activities was a negative $71.7 million primarily due to low earnings
and a significant increase in working capital requirements.
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.
On June 21, 2000, the Company purchased and retired $4.8 million of the $150
million 8.5% Notes maturing on July 15, 2001.
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
8
<PAGE>
been made as of June 30, 2000, was $110 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.
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.
In its Quarterly Report on Form 10-Q for the Second Quarter 2000, dated
August 7, 2000, Ispat disclosed that it is investigating the factual basis of
such a claim; whether any of the coated culvert is defective and, if so, the
extent of such defects and the remedial options; the method by which damages
would be calculated if the claims were established; and the relative
responsibilities of other corporate defendants to satisfy such a claim. Ispat
also stated that, in cooperation with the U.S Attorney and federal and state
highway officials, Ispat has conducted field inspections and analysis of many of
the coated culverts at issue and that Ispat is holding discussions with the U.S.
Attorney and co-defendants. Ispat again stated that at this stage, it is unable
to determine the outcome and resulting liability, if any, relating to this
matter, and whether this matter could materially affect Ispat's financial
position 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.
Risk Factors
------------
Business Risks: Certain statements in the foregoing are forward-looking
statements and involve risks and uncertainties in the general economy and
business conditions relating to metals-consuming industries, market demand for
the Company's products, sales volume, pricing pressures and the Company's
ability to pass through price increases to customers, the cost of purchased
materials, the Company's ability to maintain market share, the Company's success
in achieving economies of scale related to centralization of support functions,
and market competition and cost factors, that could cause actual results to
differ materially from the forward-looking statements.
9
<PAGE>
PART II. OTHER INFORMATION
---------------------------
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 June 6, 2000, the Company filed a Current Report on Form 8-K,
reporting, under Item 5--Other Events, that the Company planned to
make significant organizational and business process changes. As a
result of the restructuring, the Company expects to generate
annualized cost savings of approximately $30 million per year once
the restructuring is complete. The purpose of the restructuring is
to create a more customer-focused organization, with greater speed
and responsiveness, while enhancing overall efficiency, quality
and service. Details of the restructuring are discussed in Item 2
of this Form 10-Q.
10
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RYERSON TULL, INC.
By /s/ Lily L. May
-----------------------------------
Lily L. May
Controller and
Principal Accounting Officer
Date: August 11, 2000
11
<PAGE>
<TABLE>
<CAPTION>
Part I -- Schedule A
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
SUMMARY OF STOCKHOLDERS' EQUITY
========================================================================================
Dollars in Millions
---------------------------------------
June 30, 2000 December 31, 1999
------------------ -----------------
(unaudited)
<S> <C> <C> <C> <C>
STOCKHOLDERS' EQUITY
--------------------
Series A preferred stock ($1 par value)
- 81,104 shares and 78,099 shares issued
and outstanding as of June 30, 2000 and $ 0.1 $ 0.1
December 31, 1999, respectively
Common stock ($1 par value)
- 50,556,350 shares issued
as of June 30, 2000 and December 31, 1999 50.6 50.6
Capital in excess of par value 863.2 863.3
Retained earnings
Balance beginning of year $541.8 $491.2
Net income (2.6) 55.7
Dividends
Series A preferred stock -
$1.20 per share in 2000 and
$2.40 per share in 1999 (0.1) (0.2)
Common Stock -
$ .10 per share in 2000 and
$ .20 per share in 1999 (2.5) 536.6 (4.9) 541.8
------ ------
Restricted stock awards (0.3) (0.4)
Treasury stock, at cost
- 25,782,172 as of June 30, 2000 and
25,782,759 as of December 31, 1999 (754.4) (754.7)
Accumulated other comprehensive income (4.0) (2.9)
------- -------
Total Stockholders' Equity $ 691.8 $ 697.8
======= =======
</TABLE>
12
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
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 Form 10-Q for the quarter ended
June 30, 1996 (File No. 1-11767), and incorporated by reference
herein.)
4.5 First Supplemental Indenture, dated as of February 25, 1999, between
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, as amended ....................
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. 1-9117), 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>
13
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
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 June 30, 2000 to the Severance Agreement dated January
28, 1998 referred to in Exhibit 10.21 between the Company and Jay M.
Gratz .................................................................
10.15* 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.)
10.16* 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.)
10.17* 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.)
10.18* Amended Schedule to Change in Control Agreement referred to in Exhibit
10.16 .................................................................
10.19* 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.)
10.20* 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.)
10.21* 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.)
10.22* 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>
14
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
10.23* 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.)
10.24* 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. )
10.25* Employment Agreement dated as of May 29, 2000 between the Company
and Thomas S. Cygan................................................
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.
15
