First Quarter - 2001
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, 2001
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: 24,780,287 shares of the
Company's Common Stock ($1.00 par value per share) were outstanding as of May 4,
2001.
PART I. FINANCIAL INFORMATION
----------------------------------
Item 1. Financial Statements
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
Consolidated Statement of Operations (Unaudited)
================================================================================
Dollars in Millions
(except per share data)
-----------------------
Three Months Ended
March 31
--------
2001 2000
------ ------
NET SALES $638.1 $786.3
Cost of materials sold 501.8 620.3
------ ------
GROSS PROFIT 136.3 166.0
Operating expenses 119.9 130.6
Depreciation and amortization 8.2 8.4
Plant closure costs - 4.5
Pension curtailment gain - (4.4)
Gain on sale of assets (1.3) -
------ ------
OPERATING PROFIT 9.5 26.9
Other revenue and expense, net 0.1 0.1
Interest and other expense on debt (6.8) (6.2)
------ ------
INCOME BEFORE INCOME TAXES 2.8 20.8
PROVISION FOR INCOME TAXES 1.5 9.8
------ ------
NET INCOME $ 1.3 $ 11.0
====== ======
See notes to consolidated financial statements
1
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
Consolidated Statement of Operations (Unaudited)
================================================================================
Dollars in Millions
(except per share data)
-----------------------
Three Months Ended
March 31
-----------------------
2001 2000
------- -------
EARNINGS PER SHARE
OF COMMON STOCK
- ---------------
Basic $ 0.05 $ 0.44
======= =======
Diluted $ 0.05 $ 0.44
======= =======
STATEMENT OF COMPREHENSIVE INCOME
- ---------------------------------
NET INCOME $ 1.3 $ 11.0
OTHER COMPREHENSIVE INCOME:
Foreign currency translation adjustments (1.4) (0.6)
------- -------
COMPREHENSIVE INCOME (LOSS) $ (0.1) $ 10.4
======= =======
OPERATING DATA
- --------------
SHIPMENTS (Tons in Thousands) 770.5 914.5
See notes to consolidated financial statements
2
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
Consolidated Statement of Cash Flows (Unaudited)
===============================================================================
Dollars in Millions
-------------------
Three Months Ended
March 31
-------------------
2001 2000
------ -------
OPERATING ACTIVITIES
Net income $ 1.3 $ 11.0
------ ------
Adjustments to reconcile net income to net
cash provided from (used for) operating activities:
Depreciation and amortization 8.2 8.4
Deferred employee benefit cost (2.2) (4.1)
Deferred income taxes 0.8 1.8
Gain from sale of assets (1.3) -
Change in assets and liabilities, excluding effects of acquisitions:
Receivables (34.1) (87.2)
Inventories 56.7 (29.7)
Other assets (0.1) (0.7)
Accounts payable 39.4 68.0
Accrued liabilities (15.7) (11.0)
Other deferred items (0.8) 1.3
------ ------
Net adjustments 50.9 (53.2)
------ ------
Net cash provided from (used for) operating activities 52.2 (42.2)
------ ------
INVESTING ACTIVITIES
Capital expenditures (4.3) (5.3)
Proceeds from sales of assets 4.2 2.0
------ ------
Net cash used for investing activities (0.1) (3.3)
------ ------
FINANCING ACTIVITIES
Debt retirement - (7.0)
Net short-term borrowing (50.0) 38.0
Dividends paid (1.3) (1.3)
------ ------
Net cash provided from (used for) financing activities (51.3) 29.7
------ ------
Net increase (decrease) in cash and cash equivalents 0.8 (15.8)
Cash and cash equivalents - beginning of year 23.8 39.5
------ ------
Cash and cash equivalents - end of period $ 24.6 $ 23.7
====== ======
SUPPLEMENTAL DISCLOSURES
Cash paid during the period for:
Interest $ 12.2 $ 11.3
Income taxes, net - -
See notes to consolidated financial statements
3
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
Consolidated Balance Sheet
======================================================================================
Dollars in Millions
-------------------------------------
ASSETS March 31, 2001 December 31, 2000
- ------ ----------------- -----------------
(unaudited)
CURRENT ASSETS
Cash and cash equivalents $ 24.6 $ 23.8
Receivables less provision for allowances,
claims and doubtful accounts of $9.0 and
$24.5, respectively 319.5 285.4
Inventories--principally at LIFO 511.1 567.8
Deferred income taxes 0.1 -
-------- --------
Total current assets 855.3 877.0
INVESTMENTS AND ADVANCES 22.5 22.3
PROPERTY, PLANT AND EQUIPMENT
Valued on basis of cost $593.3 $596.7
Less accumulated depreciation 324.8 268.5 322.0 274.7
------ ------
DEFERRED INCOME TAXES 67.7 69.4
PREPAID PENSION COSTS 23.8 23.5
EXCESS OF COST OVER NET ASSETS ACQUIRED 94.9 96.5
OTHER ASSETS 8.8 8.7
-------- --------
Total Assets $1,341.5 $1,372.1
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES
Accounts payable $ 177.0 $ 137.6
Accrued liabilities 65.0 81.6
Short-term borrowing 47.0 97.0
Long-term debt due within one year 142.4 142.5
-------- --------
Total current liabilities 431.4 458.7
LONG-TERM DEBT 100.7 100.7
DEFERRED EMPLOYEE BENEFITS AND OTHER 149.1 151.0
-------- --------
Total liabilities 681.2 710.4
COMMITMENTS & CONTINGENCIES - -
STOCKHOLDERS' EQUITY (Schedule A) 660.3 661.7
-------- --------
Total Liabilities and Stockholders' Equity $1,341.5 $1,372.1
======== ========
See notes to consolidated financial statements
4
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, 2001 and for the three-month period ended March 31, 2001 and 2000 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, 2000.
NOTE 2/EARNINGS PER SHARE
Dollars and Shares
In Millions
(except per share data)
-----------------------
Three Months Ended
March 31
---------
2001 2000
----- -----
Basic earnings per share
- ------------------------
Net income $ 1.3 $11.0
Less preferred stock dividends - 0.1
----- -----
Net income available to common stockholders $ 1.3 $10.9
===== =====
Average shares of common stock outstanding 24.8 24.8
===== =====
Basic earnings per share $ .05 $ .44
===== =====
Diluted earnings per share
- --------------------------
Net income available to stockholders $ 1.3 $10.9
===== =====
Average shares of common stock outstanding 24.8 24.8
Dilutive effect of stock options .2 -
----- -----
Shares outstanding for diluted
earnings per share calculation 25.0 24.8
===== =====
Diluted earnings per share $ .05 $ .44
===== =====
5
NOTE 3/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. Included in
the charge is severance for 319 employees. As of March 31, 2001, there are no
employees remaining to be separated from the Company as a result of the
restructuring initiative. The balance related to employee costs at March 31,
2001 will be paid through mid-2002 pursuant to severance agreements with certain
former employees. Details of the restructuring charge are as follows:
Restructuring Balance at
(In millions) Charge Utilized March 31, 2001
- ---------------------------------------------------------------------------
Write-down of long-lived assets $ 9.3 $ 9.3 $ -
Employee costs 7.4 6.3 1.1
Tenancy costs and other 6.6 1.4 5.2
- --------------------------------------------------------------------------
$23.3 $17.0 $6.3
The restructuring actions were substantially completed by December 31, 2000.
NOTE 4/ACCOUNTS RECEIVABLE SECURITIZATION
On March 29, 2001, the Company and certain of its subsidiaries completed
arrangements for a $250 million 364-day trade receivables securitization
facility with a group of financial institutions. The Company formed a special-
purpose, wholly-owned, bankruptcy-remote subsidiary (Ryerson Tull Receivables
LLC) for the sole purpose of buying receivables of certain subsidiaries of the
Company and selling an undivided interest in all eligible trade accounts
receivable to certain commercial paper conduits. This securitization facility
includes substantially all of the Company's accounts receivable. Fundings under
the facility are limited to the lesser of a funding base, comprised of eligible
receivables, or $250 million. At March 31, 2001, the special purpose subsidiary
had not yet initiated any financings under this securitization facility.
Sales of accounts receivable will be reflected as a reduction of "receivables
less provisions for allowances, claims and doubtful accounts" in the
Consolidated Balance Sheet and the proceeds received will be included in cash
flows from operating activities in the Consolidated Statement of Cash Flows.
Sales proceeds from the receivables will be less than the face amount of
accounts receivable sold by an amount equal to a discount on sale that
approximates the conduits' financing cost of issuing their own commercial paper,
which is backed by their ownership interests in the accounts receivable sold by
the special purpose subsidiary, plus an agreed margin. These costs will be
charged to "other revenue and expense, net" in the Consolidated Statement of
Operations.
Generally, the facility provides that as payments are collected from the sold
accounts receivable, the special purpose vehicle may elect to have the
commercial paper conduits reinvest the proceeds in
6
interests in new accounts receivable. The commercial paper conduits, in addition
to their rights to collect payments from that portion of the interests in the
accounts receivable owned by them, also have rights to collect payments from
that portion of the ownership interest in the accounts receivable that is owned
by the special purpose vehicle. The facility, which expires March 28, 2002,
requires the Company to comply with various customary affirmative or negative
covenants and requires early amortization if the special-purpose subsidiary does
not maintain a minimum equity requirement. The facility also terminates on the
occurrence and failure to cure certain events, including, among other things,
any failure of the special-purpose subsidiary to maintain certain ratios related
to the collectability of the receivables, or the Company's failure to maintain
long-term unsecured debt ratings of at least B by Standard and Poor's and B2 by
Moody's.
NOTE 5/DERIVATIVES AND FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company adopted Financial Accounting Standards Board ("FASB") Statement No.
133, "Accounting for Derivative Instruments and Hedging Activities," in the
first quarter of 2001. The Company currently is not involved with derivative
instruments or hedging activity as addressed in the Statement. In the past the
Company had only limited involvement with hedges and did not use derivative
financial instruments for speculative or trading purposes.
7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations - Comparison of First Quarter 2001 to First Quarter 2000
- ------------------------------------------------------------------------------
For the first quarter of 2001, the Company reported a consolidated net income of
$1.3 million, or 5 cents per diluted share, as compared with net income of $11.0
million, or 44 cents per diluted share, in the year-ago quarter. Included in
the first quarter 2001 results was a pretax gain of $1.3 million on the sale of
a facility in Minneapolis, Minnesota. Included in the first quarter 2000
results are plant closure charges of $4.5 million pretax and a $4.4 million
pretax pension curtailment gain.
Sales for the first quarter of 2001 decreased 19 percent to $638.1 million from
the same period a year ago due to continued slowdown in the metal-using sector
of the economy that started in the second half of 2000. Volume decreased 16
percent while average selling price decreased 3 percent.
Gross profit margin increased from 21.1 percent a year ago to 21.4 percent in
the current quarter. However, gross profit per ton declined to $177 in the first
quarter of 2001 from $182 in the year-ago quarter due to the decline in average
selling price. Expenses, defined as operating expenses plus depreciation and
amortization, increased to $166 per ton in the first quarter of 2001 from $152
per ton in the first quarter of 2000 mainly due to decline in volume.
Reflecting weakness in volume and selling price, operating profit per ton for
the first quarter of 2001 declined to $11 per ton from $30 per ton a year ago.
For the quarter, operating profit decreased 65 percent from the year ago
period, from $26.9 million to $9.5 million.
Liquidity and Financing
- ------------------------
The Company had cash and cash equivalents at March 31, 2001 of $24.6 million,
compared to $23.8 million at December 31, 2000. At March 31, 2001, the Company
had outstanding short-term borrowings of $47 million under the Company's $150
million credit facility and no outstanding fundings under its $250 million trade
receivables facility.
The Company has a committed bank revolving credit facility of $150 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 under these
restrictions as of March 31, 2001, was $65 million.
The Company has a 364-day $250 million trade receivables securitization
facility, in connection with which it formed a special-purpose subsidiary for
the sole purpose of buying receivables of certain subsidiaries of the Company
and selling an undivided interest in all eligible receivables to certain
commercial paper conduits. Fundings under the facility are limited to the lesser
of a funding base, comprised of eligible receivables, or $250 million. On April
2, 2001, the Company initiated financing under this securitization facility and
received $200 million in fundings. The facility, which expires March 28, 2002,
requires the Company to comply with various customary affirmative and negative
covenants. The facility requires early amortization if the special-purpose
subsidiary does not maintain a minimum equity requirement and terminates on the
occurrence and failure to cure certain events, including, among other things,
any failure of the special-purpose subsidiary to maintain certain ratios related
to the collectability of the receivables and the Company's failure to maintain
long-term
8
unsecured debt ratings of at least B by Standard and Poor's and B2 by Moody's.
The indenture under which $250 million of debt was issued in 1996 ("RT Notes")
contains covenants limiting, among other things, the creation of certain types
of secured indebtedness, sale and leaseback transactions, the repurchase of
capital stock, transactions with affiliates and mergers, consolidations and
certain sales of assets. In addition, the RT Notes restrict the payment of
dividends, although to a lesser extent than the bank credit facility described
above.
Subsequent Event
- ----------------
As a condition of completing the ISC/Ispat Transaction, Ispat, ISC and the
Company entered into an agreement with the Pension Benefit Guaranty Corporation
("PBGC") to provide certain financial commitments to reduce the underfunding of
the ISC Pension Plan on a termination basis. These obligations include a
guaranty of $50 million to the PBGC in the event of a distress or involuntary
termination of the ISC Pension Plan. The agreement also requires the Company to
securitize its guarantee in the event of a downgrade of the Company's unsecured
debt rating below specified levels. On May 1, 2001, Moody's Investors Services
reduced its rating on such unsecured debt to Ba3. The Company is currently in
discussions with the PBGC to determine the type of securitization, such as a
letter of credit or other, that would be acceptable.
9
PART II. OTHER INFORMATION
---------------------------
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Company held its annual meeting on April 18, 2001.
(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:
NOMINEE AFFIRMATIVE VOTES VOTES WITHHELD
------- ----------------- --------------
Jameson A. Baxter 17,390,839 2,684,335
Richard G. Cline 17,389,185 2,685,989
Gary L. Crittenden 16,949,933 3,125,241
James A. Henderson 17,381,457 2,693,717
Gregory P. Josefowicz 17,390,755 2,684,419
Neil S. Novich 17,386,664 2,688,510
Jerry K. Pearlman 17,374,859 2,700,315
Ronald L. Thompson 17,391,963 2,683,211
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. No reports on Form 8-K were filed during the
first quarter of 2001.
10
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
Chief Accounting Officer
Date: May 11, 2001
11
Part I -- Schedule A
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
SUMMARY OF STOCKHOLDERS' EQUITY
================================================================================
Dollars in Millions
-------------------
March 31, 2001 December 31, 2000
-------------------- ------------------
(unaudited)
STOCKHOLDERS' EQUITY
- --------------------
Series A preferred stock ($1 par value)
- 80,454 shares and 80,506 shares issued
and outstanding as of March 31, 2001
and December 31, 2000, respectively $ 0.1 $ 0.1
Common stock ($1 par value)
- 50,556,350 shares issued
as of March 31, 2001 and December 31, 2000 50.6 50.6
Capital in excess of par value 862.8 862.8
Retained earnings
Balance beginning of year $506.8 $541.8
Net income 1.3 (29.9)
Dividends
Series A preferred stock -
$0.60 per share in 2001 and
$2.40 per share in 2000 - (0.2)
Common Stock -
$ .05 per share in 2001 and
$ .20 per share in 2000 (1.3) 506.8 (4.9) 506.8
------ ------
Restricted stock awards (0.2) (0.2)
Treasury stock, at cost
- 25,781,105 as of March 31, 2001 and
25,782,477 as of December 31, 2000 (754.1) (754.1)
Accumulated other comprehensive income (5.7) (4.3)
------- -------
Total Stockholders' Equity $ 660.3 $ 661.7
======= =======
12
EXHIBIT INDEX
Exhibit
Number Description
- ------ --------------------------------------------------------------------
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. (Filed as Exhibit
10.18 to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000 (File No. 1-9117), 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. 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.)
13
Exhibit
Number Description
- ------- ----------------------------------------------------------------------
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.)
10.6* 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.)
10.7* 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.)
10.8* 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.)
10.9* 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.)
10.10* Ryerson Tull Directors' Compensation Plan, as amended. (Filed as
Exhibit 10.10 to the Company's Annual Report on Form 10-K for the
year ended December 31, 2000 (File No. 1-9117), and incorporated by
reference herein.)
10.11* 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.)
10.12* Amendment dated November 6, 1998 to the Severance Agreement dated
January 28, 1998 referred to in Exhibit 10.11 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.)
10.13* Amendment dated June 30, 2000 to the Severance Agreement dated January
28, 1998 referred to in Exhibit 10.11 between the Company and Jay M.
Gratz. (Filed as Exhibit 10.14 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2000 (File No. 1-9117), and
incorporated by reference herein.)
10.14* 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.)
10.15* 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.)
10.16* Schedule to Change in Control Agreement as referred to in Exhibit
10.15 (Filed as Exhibit 10.18 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2000 (File No. 1-9117), and
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.)
14
Exhibit
Number Description
- ------- ----------------------------------------------------------------------
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.)
10.21* Employment Agreement dated as of May 29, 2000 between the Company and
Thomas S. Cygan. (Filed as Exhibit 10.25 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2000 (File
No. 1-9117), and incorporated by reference herein.)
- ---------------
* 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