<PAGE>
1999
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition period from ____________ to ____________
Commission File No. 33-32504 and 33-1329
RYERSON TULL SAVINGS PLAN
(f/k/a Inland Steel Industries Thrift Plan)
(Full Title of the Plan)
RYERSON TULL, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State of Incorporation)
36-3425828
(I.R.S. Employer Identification No.)
2621 W. 15th Place, Chicago, Illinois
(Address of principal executive offices)
60608
(Zip Code)
Registrant's telephone number, including area code: (773) 762-2121
================================================================================
<PAGE>
Ryerson Tull Savings Plan
Financial Statements and
Supplemental Schedule
December 31, 1999 and 1998
<PAGE>
Ryerson Tull Savings Plan
Index to Financial Statements and Supplemental Schedule
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Pages
<S> <C>
Report of independent accountants 1
Financial statements:
Statements of net assets available for plan benefits at December 31, 1999 and 1998 2
Statement of changes in net assets available for plan benefits for the
year ended December 31, 1999 3
Notes to financial statements 4-11
Supplemental schedule:
Assets held for investment purposes at December 31, 1999 Schedule I
</TABLE>
All other schedules of additional financial information required by Section
2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and
Disclosure under ERISA have been omitted because they are not applicable.
<PAGE>
Report of Independent Accountants
To the Board of Directors of Ryerson Tull, Inc.
and the Participants and Administrator of
the Ryerson Tull Savings Plan
In our opinion, the financial statements listed in the accompanying index
present fairly, in all material respects, the net assets available for plan
benefits of the Ryerson Tull Savings Plan (the "Plan") at December 31, 1999 and
1998, and the changes in net assets available for plan benefits for the year
ended December 31, 1999 in conformity with accounting principles generally
accepted in the United States. These financial statements are the
responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States, which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedule I is presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. This
schedule is the responsibility of the Plan's management. The schedule has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
PRICEWATERHOUSECOOPERS, LLP
June 9, 2000
<PAGE>
Ryerson Tull Savings Plan
Statements of Net Assets Available for Plan Benefits
with Fund Information at December 31, 1999 and 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Assets 1999 1998
<S> <C> <C>
Investments:
Ryerson Tull Common Stock Fund:
(51,358 shares and 84,596 shares at December 31,
1999 and 1998, respectively) $ 998,297 $ 1,427,980
Cash 62,720 35,419
--------------- ------------
1,061,017 1,463,399
--------------- ------------
Fidelity Stable Value Fixed Income Fund:
Unallocated investment contracts 31,867,348 43,269,011
Pooled investment funds 25,115,654 12,596,295
--------------- ------------
56,983,002 55,865,306
--------------- ------------
Mutual Benefit Fund (Note 5) - 2,930,962
Fidelity Spartan U.S. Equity Index Portfolio 36,710,281 32,909,731
Fidelity Retirement Government Money Market Portfolio 18,492,113 26,743,660
Fidelity Asset Manager Fund 20,183,034 19,320,522
Fidelity Magellan Fund 38,981,483 28,585,937
Fidelity Equity Income Fund 737,156 274,449
Fidelity Diversified International Fund 2,858,359 399,389
Warburg Pincus Emerging Growth Fund 4,539,175 4,052,777
Warburg Pincus International Equity Fund 2,580,874 1,946,004
Franklin Small Cap Growth Fund 2,673,537 316,520
MAS Mid Cap Value Fund 954,448 298,091
Vanguard Growth Index Fund 9,983,931 2,201,428
Conservative Strategy Fund 499,730 202,176
Moderate Strategy Fund 1,364,059 573,771
Aggressive Strategy Fund 1,728,453 1,151,721
--------------- ------------
Total investments 200,330,652 179,235,843
--------------- ------------
Loans receivable from participants 3,095,691 3,727,567
Employer contributions receivable 2,000,845 150,865
--------------- ------------
Net assets available for plan benefits $ 205,427,188 $183,114,275
--------------- ------------
</TABLE>
The accompanying notes are an integral part of these statements.
-2-
<PAGE>
Ryerson Tull Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits
for the year ended December 31, 1999
--------------------------------------------------------------------------------
Additions: 1999
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments (Note 3) $ 16,964,736
Interest on participant loans 258,447
Interest and dividend income on investments 10,952,804
------------
28,175,987
------------
Contributions:
Participant 9,317,332
Employer 5,232,339
------------
14,549,671
------------
Total additions 42,725,658
------------
Deductions:
Deductions from net assets attributed to:
Benefits paid to participants 17,974,284
Transfers out (net) 2,428,811
Administrative expenses 9,650
------------
Total deductions 20,412,745
------------
Net increase 22,312,913
Net assets available for benefits:
Beginning of year 183,114,275
------------
End of year $205,427,188
------------
The accompanying notes are an integral part of these statements.
-3-
<PAGE>
Ryerson Tull Savings Plan
Notes To Financial Statements
December 31, 1999 And 1998
--------------------------------------------------------------------------------
1. Description of the Plan
This description summarizes major provisions of the Ryerson Tull Savings
Plan (the "Plan") and is provided for general information purposes only. It
does not cover all provisions, limitations and exclusions of the Plan. A
full copy of the summary plan description and additional information about
the Plan may be requested from the plan administrator.
The Plan is a defined contribution profit sharing (thrift-savings) plan
which is available to all salaried office employees and certain salaried
and hourly, nonbargaining unit plant employees of Ryerson Tull, Inc. (the
"Company") and certain of its subsidiaries and affiliates (collectively
referred to as the "Employers"). Prior to January 1, 1999, the Plan was
called the "Inland Steel Industries Thrift Plan". Effective January 1,
1999, via a plan amendment, the plan was renamed as the "Ryerson Tull
Savings Plan" for periods after December 31, 1998. The amendment also
merged the formed Ryerson Tull Savings Plan (the "RT Plan") into the Plan.
The Plan, which is subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), was adopted effective
January 1, 1975.
Employees electing to participate in the Plan may contribute up to fifteen
percent of their base salary. Participants have the option of making
contributions on a before-tax (limited to ten percent of base salary)
and/or after-tax basis.
The first four percent of participants' contributions (the "basic
contribution") is matched by the Company at hundred percent. In addition,
participants automatically receive a Variable Company Contribution of up to
ten percent of calendar year earnings (regular base salary before reduction
for before-tax contributions, plus amount includible in gross income such
as bonuses and commissions) dependent upon the yearly performance of the
Company. Participants not accruing benefits in the Ryerson Tull Pension
Plan also receive a Fixed Company Contribution under the Plan equal to two
percent or, for participants who met specified age and service criteria at
December 31, 1997, three percent of their calendar year earnings up to the
maximum limited by Section 401(a)(17) of the Internal Revenue Code.
All investments can be directed by the Participants at their discretion.
Participants could designate the investment of their contributions in
integral multiples of one percent in any of the Fidelity Retirement
Government Money Market Portfolio, Fidelity Stable Value Fixed Income Fund,
Fidelity Spartan U.S. Equity Index Portfolio, Fidelity Asset Manager Fund,
Fidelity Magellan Fund, Warburg Pincus Emerging Growth Fund, Warburg Pincus
International Equity Fund, Conservative Investment Strategy Fund, Moderate
Investment Strategy Fund, Aggressive Investment Strategy Fund, Franklin
Small Cap Growth Fund, MAS Mid Cap Value Fund, Vanguard Growth Index Fund,
Fidelity Equity Income Fund, and the Fidelity Diversified International
Fund (collectively "the Funds"). Individual participant accounts are
maintained for each investment fund to record participant contributions,
employer matching contributions, investment appreciation or depreciation,
dividends and interest income.
Participants vest immediately in their contributions and the earnings
thereon. Participants become immediately vested in all of the Company's
matching, Variable Company and Fixed Company contributions upon the
completion of five years of vesting service or upon termination of
employment due to a distributable event, such as retirement, death,
disability or other events as set forth in the Plan. Upon termination of
employment for reasons other than a distributable event,
-4-
<PAGE>
Ryerson Tull Savings Plan
Notes To Financial Statements, Continued
December 31, 1999 and 1998
--------------------------------------------------------------------------------
nonvested matching contributions are forfeited at the time of distribution.
Forfeitures are used to reduce future contributions by the Company. The
amounts of forfeitures used to reduce the Company contributions were
$300,000 and $0 for the years ended December 31, 1999 and 1998,
respectively.
Participants may withdraw their contributions and the earnings thereon,
subject to certain limitations set forth in the Plan. Certain withdrawals
are subject to federal and state income taxes and penalties as required by
the Internal Revenue Service ("IRS").
Participants may borrow up to fifty percent or $50,000 of their vested
balance, whichever is less (subject to certain limitations set forth in the
Plan), excluding vested balances in the Ryerson Tull Common Stock Fund, and
the Mutual Benefit Fund, prior to its termination (see Note 5 - Mutual
Benefit Fund), for terms not exceeding five years, subject to acceleration
under certain circumstances. The interest rate charged on loans is based
upon a nationally published prime rate in effect at the beginning of the
month in which the loan application is accepted.
Participants are entitled to a distribution of all vested amounts upon
termination of employment with the Company. Participants may elect to
receive a single sum payment or, under certain circumstances set forth in
the Plan, installment payments, starting no later than April 1 of the year
following the attainment of age seventy and one-half years.
Administration
The Plan is administered by the Plan Committee ("Committee"), which
consists of certain officers of the Company appointed by the Company's
Board of Directors. LaSalle National Bank serves as trustee of the Common
Stock Fund.
Fidelity Management Trust Company ("Fidelity") is trustee under the Plan
with responsibility for administering, holding and investing certain assets
of the Plan. The costs of certain administrative and investment services
provided by Fidelity are paid from participants' accounts or assets within
the appropriate investment option, as applicable.
Plan Amendments
The amendment dated March 18, 1999 allows the employees of Washington
Specialty Metals Corporation ("WSM") to participate in the Plan, effective
April 1, 1999, as a result of acquisition of WSM by the Company.
2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements of the Plan have been prepared on the
accrual basis of accounting. Accordingly, investment income is recognized
when earned and expenses are recognized when incurred.
-5-
<PAGE>
Ryerson Tull Savings Plan
Notes To Financial Statements, Continued
December 31, 1999 and 1998
--------------------------------------------------------------------------------
Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, and
changes therein, and disclosure of contingent assets and liabilities.
Actual results could differ form those estimates.
Investments and investment income
Plan participants may allocate all or a percentage of their contributions
in any of the investment options listed in Note 3.
Realized gains and losses on investment transactions are calculated using
the current value method. Under the current value method, realized gains
and losses on investments sold are calculated as sales proceeds less an
adjusted cost representing current value at the beginning of the year or
acquisition cost if acquired during the year.
In accordance with the policy of stating investments at fair market value,
the net unrealized appreciation or depreciation of the market value of
investments for the year, if any, is reflected in the Statement of Changes
in Net Assets Available for Plan Benefits. Unrealized gains or losses are
calculated as the current value of investments held at the end of the year
less their current value at the beginning of the year or acquisition cost
if acquired during the year.
Interest income is accrued as earned, and dividend income is recorded as of
the record date.
Contributions and withdrawals
Contributions are recorded in the period accrued by the Company.
Withdrawals and transfers are valued as of the close of the business day in
which they occur.
Administrative expenses
Certain trustee, recordkeeping, legal and the investment management fees of
all funds except the Common Stock Fund are paid by the Plan. All other
management fees and administrative expenses of the Plan are paid by the
Company.
Plan Termination
The Company anticipates that the Plan will continue, but reserves the right
to terminate the Plan at any time. Upon termination of the Plan, all
amounts allocated to the participants' accounts, including all employer-
matching contributions, shall vest immediately. The Trustees shall then
direct the method and manner of distribution of the Plan's assets to
participants or their beneficiaries.
3. Investments and investment income
Plan participants may allocate all or a percentage of their contributions
in any of the investment options listed below:
The Fidelity Retirement Government Money Market Portfolio consists of
short-term obligations issued or guaranteed by the U.S. Government. The
assets in the fund are stated at cost plus interest, which approximates
market value.
-6-
<PAGE>
Ryerson Tull Savings Plan
Notes To Financial Statements, Continued
December 31, 1999 and 1998
--------------------------------------------------------------------------------
The Fidelity Stable Value Fixed Income Fund consists of unallocated
investment contracts with various insurance companies and pooled investment
funds held by Fidelity. The unallocated investment contracts earned a fixed
rate of return ranging from 5.52 percent to 7.90 percent in 1999 and are
stated at contract value plus interest earned to date. All unallocated
investment contracts individually represent less than five percent of the
Plan's net assets at December 31, 1999. The pooled investment funds, which
consist of investment contracts with various insurance companies and
certain types of fixed income securities, are valued at cost plus interest
earned to date, which approximates market value.
The Fidelity Asset Manager Fund is an asset-allocation fund, which consists
of a mix of short-term instruments, bonds and equities. The net assets of
the fund are valued at the closing market price on the last business day of
the year for the individual assets held in the portfolio.
The Fidelity Spartan U.S. Equity Index Portfolio is a pooled investment
fund, which invests in various common stocks. The net assets of this fund
are valued at the closing market price on the last business day of the year
for the individual securities held in the portfolio.
The Fidelity Magellan Fund consists of common stock and securities that are
convertible into common stock. The net assets of the fund are valued at the
closing market price on the last business day of the year for the
individual assets held in the portfolio.
The Warburg Pincus Emerging Growth Fund invests in domestic common stocks
of small and medium sized companies. The net assets of the fund are valued
at the closing market price on the last business day of the year for the
individual assets held in the portfolio.
The Warburg Pincus International Equity Fund invests in international
equity securities. The net assets of the fund are valued at the closing
market price on the last business day of the year for the individual assets
held in the portfolio.
The Conservative Investment Strategy Fund invests in a set combination of
investment options primarily consisting of the Fidelity U.S. Bond Index
Fund and the Stable Value Fixed Income Fund. The net assets of this fund
are valued at the closing price of the various mutual funds that comprise
this portfolio.
The Moderate Investment Strategy Fund invests in a set combination of
investment options primarily consisting of the Vanguard Index Trust Growth
Portfolio, Fidelity U.S. Bond Index Fund and the Stable Value Fixed Income
Fund. The net assets of this fund are valued at the closing price of the
various mutual funds that comprise this portfolio.
The Aggressive Investment Strategy Fund invests in a set combination of
investment options primarily consisting of the Vanguard Index Trust Growth
Portfolio, Fidelity Equity-Income Fund and Fidelity U.S. Bond Index Fund.
The net assets of this fund are valued at the closing price of the various
mutual funds that comprise this portfolio.
The Franklin Small Cap Growth Fund invests primarily in common stock of
companies with market capitalization of less than $1 billion at the time of
investment. The net assets of the fund are valued at the closing market
price on the last business day of the year for the individual assets held
in the portfolio.
-7-
<PAGE>
Ryerson Tull Savings Plan
Notes To Financial Statements, Continued
December 31, 1999 and 1998
--------------------------------------------------------------------------------
The MAS Mid Cap Value Fund invests primarily in common stock of companies
with market capitalization between $500 million and $3 billion. The net
assets of the fund are valued at the closing market price on the last
business day of the year for the individual assets held in the portfolio.
The Vanguard Growth Index Fund invests in growth equities and has a moderate
to aggressive overall risk level. The net assets of the fund are valued at
the closing market price on the last business day of the year for the
individual assets held in the portfolio.
The Fidelity Diversified International Fund invests primarily in foreign
equities. The net assets of the fund are valued at the closing market price
on the last business day of the year for the individual assets held in the
portfolio.
The Fidelity Equity Income Fund invests primarily in income-producing equity
securities (both domestic and foreign). The net assets of the fund are valued
at the closing market price on the last business day of the year for the
individual assets held in the portfolio.
The Ryerson Tull Common Stock Fund is valued at the last reported sales price
on the last business day of the year. No contributions may be invested into
this fund, nor may any transfers be directed into this fund. Transfers may
be directed out of the fund at any time.
The Mutual Benefit Fund was liquidated on June 1, 1999. See Note 5 for a
description of the accounting treatment with respect to the Mutual Benefit
Fund.
The following investments represent 5 percent or more of the Plan's net
assets:
<TABLE>
<CAPTION>
December 31,
1999 1998
--------------- ---------------
<S> <C> <C>
Stable Value Fixed Income Fund
Unallocated investment contracts (aggregated) $ 31,867,348 $ 43,269,011
Pooled investment funds 25,115,654 12,596,295
--------------- ---------------
56,983,002 55,865,306
Spartan U.S. Equity Index Portfolio, 704,747 and
748,629 shares, respectively 36,710,281 32,909,731
Fidelity Retirement Government Money Market
Portfolio, 18,492,113 and 26,743,660 shares,
respectively 18,492,113 26,743,660
Fidelity Asset Manager Fund, 1,098,098 and
1,111,013 shares, respectively 20,183,034 19,320,522
Fidelity Magellan Fund, 285,307 and 236,599 shares,
respectively 38,981,483 28,585,937
</TABLE>
-8-
<PAGE>
Ryerson Tull Savings Plan
Notes To Financial Statements, Continued
December 31, 1999 and 1998
--------------------------------------------------------------------------------
During the year ended December 31, 1999, the Plan's investments (including
gains and losses on investments bought and sold, as well as held during the
year) appreciated in value by $16,964,736, as follows:
1999
Mutual funds $16,649,283
Common stock 315,453
-----------
$16,964,736
4. Plan Merger
Effective as of December 31, 1998 (the "Plan Merger Date"), the RT Plan was
merged with and into the Plan. Each individual who was a "Participant" in
the RT Plan became a participant in the Plan effective as of the Plan Merger
Date, and each entity that is an "Employer" under the RT Plan immediately
prior to the Plan Merger Date became an Employer under the Plan. Any amount
not previously allocated to participants' accounts under the Plan was
allocated, as of December 31, 1998, as an employer contribution in accordance
with the terms of the Plan as amended to reflect the Plan Merger. The fair
market value of assets (including participant loans) transferred from the RT
Plan amounted to $128,923,920.
5. Mutual Benefit Fund
The Plan maintained an unallocated investment contract with Mutual Benefit
Life Insurance Company ("Mutual Benefit Fund"). Effective June 1, 1999 the
Mutual Benefit Fund was liquidated and all participant balances were
transferred to the Stable Value Fixed Income Fund accounts or distributed
directly to participants.
6. Tax Status of the Plan
The Plan is a defined contribution benefit plan intended to qualify as a
profit sharing plan under Section 401(a) of the Internal Revenue Code. The
Plan is currently in the process of preparing a request for a determination
letter from the IRS. The Plan's tax counsel believes that the Plan is
designed in compliance with the applicable requirements of the Internal
Revenue Code. The plan administrator believes that the Plan was operated in
compliance with the applicable requirements of the Internal Revenue Code.
7. The Master Trust
At December 31, 1999, the Plan's interest in the total investment assets of
the Master Trust was 100 percent.
-9-
<PAGE>
Ryerson Tull Savings Plan
Notes To Financial Statements, Continued
December 31, 1999 and 1998
--------------------------------------------------------------------------------
The following table presents the net assets held by the Master Trust as of
December 31, 1999:
1999
Investments at fair market value
Interest bearing cash $ 62,720
Pooled investment funds 167,402,287
Common stock 998,297
Guaranteed investment contracts 31,867,348
Participant loans 3,095,691
-------------
Net assets held by the Master Trust $ 203,426,343
=============
The following represents net income for the Master Trust for the year ended
December 31, 1999:
1999
Net appreciation in fair value of investments $ 16,964,736
Interest and dividend income 11,211,251
-------------
Total investment income 28,175,987
=============
Participant benefits 17,974,284
Administrative expenses 9,650
-------------
Total expenses 17,983,934
=============
Net investment income $ 10,192,053
=============
The following table presents the changes in the net appreciation in fair
value of investments (including gains and losses on investments sold during
the year and unrealized gains and losses on investments purchased and held
during the year) held by the Master Trust for the year ended December 31,
1999:
1999
Pooled investment funds $ 16,649,283
Common stock 315,453
-------------
Net appreciation in fair value of investments $ 16,964,736
=============
-10-
<PAGE>
Ryerson Tull Savings Plan
Notes To Financial Statements, Continued
December 31, 1999 and 1998
--------------------------------------------------------------------------------
8. Adoption of Statement of Position (SOP) 99-3
The Plan adopted SOP 99-3, Accounting and Reporting of Certain Defined
Contribution Plan Investments and Other Disclosure Matters, which was
issued effective September 15, 1999.
9. Subsequent Events
Effective March 1, 2000 the assets held by the Ryerson Tull Combined
Retirement Plan, as amended and restated, were combined within the Master
Trust.
On April 1, 2000 (the "Merger Date") the AFCO Metals, Inc. Retirement Plan
and J.M. Tull Metals Company, Inc. Employee Profit Sharing Plan
(collectively, the "Merged Plans") were merged into the Plan. Each
individual who was a "Participant" in the Merged Plans became a participant
in the Plan, effective as of the Merger Date. Each entity that was an
"Employer" under the Merged Plans immediately prior to the Merger Date
became an employer under the Plan.
-11-
<PAGE>
SCHEDULE 1
----------
RYERSON TULL SAVINGS PLAN
ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
<TABLE>
<CAPTION>
Identity of issue, borrower, Description of investment including Current
lessor or similar party maturity date, rate of interest Cost Value
------------------------- --------------------------------- ------------ ------------
<S> <C> <C> <C>
Cash held by Common Stock Fund $ 67,720 $ 62,720
Receivables
-----------
Loans to participants* Interest rate: 7.75 - 8.5% 3,095,691 3,095,691
Contributions receivable 2,000,845 2,000,845
------------ ------------
Sub-total - Receivables 5,096,536 5,096,536
------------ ------------
Corporate Stocks - Common
-------------------------
Ryerson Tull, Inc.* 51,358 shares of common stock 1,373,704 998,297
------------ ------------
Interest in Pooled Investment Funds
-----------------------------------
Fidelity Short-term Investment Fund* 25,115,654 25,115,654
Fidelity Spartan U.S. Equity Index
Portfolio* 704,747 shares in pooled investment fund 27,618,703 36,710,281
Fidelity Retirement Government Money
Market Portfolio* 18,492,113 shares in pooled investment fund 18,492,113 18,492,113
Fidelity Asset Manager Fund* 1,098,098 shares in pooled investment fund 19,590,087 20,183,034
Fidelity Magellan Fund* 285,307 shares in pooled investment fund 31,333,003 38,981,483
Fidelity Equity Income Fund* 13,784 shares in pooled investment fund 784,218 737,156
Fidelity Diversified International Fund* 111,567 shares in pooled investment fund 2,195,090 2,858,359
Franklin Small Cap Growth Fund* 60,583 shares in pooled investment fund 1,685,737 2,673,537
MAS Mid Cap Value Fund 43,483 shares in pooled investment fund 909,410 954,448
Vanguard Growth Index Fund 253,206 shares in pooled investment fund 8,393,818 9,983,931
Conservative Strategy Fund 45,102 shares in pooled investment fund 473,990 499,730
Moderate Strategy Fund 113,294 shares in pooled investment fund 1,205,881 1,364,059
Aggressive Strategy Fund 131,043 shares in pooled investment fund 1,454,822 1,728,453
Warburg Pincus Emerging Growth Fund 91,038 shares in pooled investment fund 3,586,219 4,539,175
Warburg Pincus International Equity Fund 93,004 shares in pooled investment fund 1,700,032 2,580,874
------------ ------------
Sub-total - Interest in Pooled Investment
Funds 144,538,777 167,402,287
------------ ------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Identity of issue, borrower, Description of investment including Current
lessor or similar party maturity date, rate of interest Cost Value
------------------------- --------------------------------- ------------ ------------
<S> <C> <C> <C>
Unallocated Investment Contracts
--------------------------------
Bankers Trust Synthetic MBS Contract, due on various maturity 58,034 58,034
dates through 02/25/2000, 6.14%
CDC Capital Inc Investment Contract, due on various maturity 728,151 728,151
dates through 1/3/00, 7.78%
CDC Capital Inc Investment Contract, due on various maturity 359,171 359,171
dates through 4/15/01, 6.46%
Chase Manhattan Bank Synthetic ABS Contract, due on various maturity 1,064,844 1,064,844
dates through 6/17/02, 7.40%
Combined Insurance Investment Contract, due on various maturity 527,401 527,401
dates through 2/28/03, 6.35%
Deutsche Bank Synthetic ABS Contract, due on various maturity 1,347,630 1,347,630
dates through 12/16/02, 6.50%
Deutsche Bank Synthetic ABS Contract, due on various maturity 1,357,419 1,357,419
dates through 12/10/01, 6.59%
GE Life and Annuity Investment Contract, due on various maturity 1,169,378 1,169,378
dates through 11/15/02, 6.03%
John Hancock Mutual Investment Contract, due on various maturity 2,044,966 2,044,966
dates through 4/16/02, 7.03%
Monumental Life Insurance Investment Contract, due on various maturity 1,325,766 1,325,766
dates through 9/28/00, 6.77%
Monumental Life Insurance Investment Contract, due on various maturity 1,056,090 1,056,090
dates through 7/31/00, 6.67%
Monumental Life Insurance Synthetic MBS Contract, due on various maturity 307,033 307,033
dates through 3/26/01, 6.14%
Monumental Life Insurance Synthetic MBS Contract, due on various maturity 1,229,481 1,229,481
dates through 7/25/01, 7.70%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Identity of issue, borrower, Description of investment including Current
lessor or similar party maturity date, rate of interest Cost Value
---------------------------- ----------------------------------- --------- ---------
<S> <C> <C> <C>
Monumental Life Insurance Synthetic MBS Contract, due on various maturity 762,335 762,335
dates through 3/15/01, 5.78%
Monumental Life Insurance Synthetic MBS Contract, due on various maturity 229,543 229,543
dates through 3/15/01, 5.81%
Morgan Guaranty Synthetic MBS Contract, due on various maturity 1,001,030 1,001,030
dates through 1/15/01, 7.90%
Morgan Guaranty Synthetic ABS Contract, due on various maturity 733,704 733,704
dates through 8/15/00, 7.85%
Morgan Guaranty Synthetic ABS Contract, due on various maturity 669,132 669,132
dates through 3/15/03, 5.94%
New York Life Investment Contract, due on various maturity 1,786,022 1,786,022
dates through 11/19/01, 6.88%
Ohio National Investment Contract, due on various maturity 1,278,010 1,278,010
dates through 4/10/01, 7.02%
Principal Mutual Investment Contract, due on various maturity 1,090,870 1,090,870
dates through 7/2/01, 7.15%
Principal Mutual Investment Contract, due on various maturity 595,955 595,955
dates through 12/31/00, 7%
Principal Mutual Investment Contract, due on various maturity 1,348,397 1,348,397
dates trough 8/30/01, 7.23%
Safeco Life Insurance Investment Contract, due on various maturity 1,093,360 1,093,360
dates through 8/31/00, 7.09%
State Street Bank Synthetic Corporate Contract, due on various maturity 670,327 670,327
dates through 1/16/01, 5.52%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Identity of issue, borrower, Description of investment including Current
lessor or similar party maturity date, rate of interest Cost Value
--------------------------- ----------------------------------- ---------- --------
<S> <C> <C> <C>
State Street Bank Synthetic ABS Contract, due on various maturity
dates through 6/25/03, 6.09% 660,340 660,340
State Street Bank Synthetic MBS Contract, due on various maturity
dates through 4/15/03, 6.19% 794,692 794,692
State Street Bank Synthetic Govt. Agency Contract, due on various
maturity dates through 4/17/01, 5.46% 678,941 678,941
State Street Bank Synthetic MBS Contract, due on various maturity
dates through 4/15/03, 5.88% 671,196 671,196
State Street Bank Synthetic ABS Contract, due on various maturity
dates through 7/15/02, 5.89% 679,322 679,322
Transamerica Life Insurance Synthetic ABS Contract, due on various maturity
dates through 3/6/02, 5.86% 585,490 585,490
Transamerica Life Insurance Synthetic CMBS Contract, due on various maturity
dates through 3/17/04, 5.66% 317,102 317,102
Transamerica Occidental Investment Contract, due on various maturity
dates through 2/12/01, 6.89% 1,272,448 1,272,448
UBS AG Synthetic ABS Contract, due on various maturity
dates through 5/20/02, 6.36% 1,159,497 1,159,497
UBS AG Synthetic ABS Contract, due on various maturity
dates through 4/15/03, 6.78% 441,415 441,415
UBS AG Synthetic ABS Contract, due on various maturity
dates through 10/15/02, 6.82% 772,856 772,856
------------ ------------
Sub-total - Unallocated
Investment Contracts 31,867,348 31,867,348
------------ ------------
Total Assets $182,944,085 $205,427,188
============ ============
*Permitted party in interest transaction.
</TABLE>
<PAGE>
SIGNATURES
Ryerson Tull Savings Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
RYERSON TULL SAVINGS PLAN
-------------------------
(Name of Plan)
Date: June 26, 2000 By: TERENCE R. ROGERS
----------------------------------------
Terence R. Rogers
Treasurer and Member of
Ryerson Tull Savings Plan Committee
<PAGE>
Index to Exhibits
Exhibit
Number Description
------- --------------------------------------------
23 Consent of Independent Accountants
