2000
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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, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition period from to
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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
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Ryerson Tull Savings Plan
Index to Financial Statements
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Page(s)
Report of independent accountants 1
Financial statements:
Statements of net assets available for plan benefits at December 31,
2000 and 1999 2
Statement of changes in net assets available for plan benefits for the
year ended December 31, 2000 3
Notes to financial statements 4-12
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.
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 accompanying statements of net assets available for plan
benefits and the related statements of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
plan benefits of the Ryerson Tull Savings Plan (the "Plan") at December 31, 2000
and 1999, and the changes in net assets available for plan benefits for the year
ended December 31, 2000 in conformity with accounting principles generally
accepted in the United States of America. 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 of America, 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 our opinion.
PricewaterhousehouseCoopers LLP
June 1, 2001
-2-
Ryerson Tull Savings Plan
Statements of Net Assets Available for Plan Benefits
as of December 31, 2000 and 1999
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Assets 2000 1999
Investments:
Beneficial interest in the Ryerson Tull
Master Trust (Note 7) $231,047,531 $203,426,343
Employer contribution receivable 1,785,959 2,000,845
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Net assets available for plan benefits $232,833,490 $205,427,188
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The accompanying notes are an integral part of these statements.
-3-
Ryerson Tull Savings Plan
Statements of Changes in Net Assets Available for Plan Benefits
for the year ended December 31, 2000
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Additions: 2000
Additions to net assets attributed to:
Plan merger (Note 4) $ 43,943,512
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Contributions:
Participant 7,961,114
Employer 7,120,459
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15,081,573
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Total additions 59,025,085
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Deductions:
Deductions from net assets attributed to:
Share in net loss of the Ryerson Tull Master Trust (Note 7) 9,288,711
Benefits paid to participants 22,314,863
Administrative expenses 15,209
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Total deductions 31,618,783
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Net increase 27,406,302
Net assets available for benefits:
Beginning of year 205,427,188
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End of year $232,833,490
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The accompanying notes are an integral part of these statements.
-4-
Ryerson Tull Savings Plan
Notes To Financial Statements, Continued
December 31, 2000 and 1999
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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 former 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 one 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 amounts
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 (the
"Pension Plan") 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, (March 31, 2000 for those participants who
participated in the Tull Supplement of the Pension Plan) three percent of
their calendar year earnings up to the maximum limited by Section
401(a)(17) of the Internal Revenue Code ("IRC"). Participants accruing
benefits in the Pension Plan at December 31, 1997 will not be eligible
for the Fixed Company Contribution until January 1, 2003 and those
participants accruing benefits in the Tull Supplement of the Pension Plan
at March 31, 2000 will not be eligible for the Fixed Company Contribution
(under the Plan) until April 1, 2005.
All investments can be directed by Participants at their discretion.
Participants may designate the investment of their contributions in
integral multiples of one percent in any of the following funds: Invesco
Dynamics Fund, Invesco Total Return Fund, 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, 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.
-5-
Ryerson Tull Savings Plan
Notes To Financial Statements, Continued
December 31, 2000 and 1999
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Participants vest immediately in their contributions and the earnings or
losses thereon. Participants vest in all of the Company's matching
contributions upon completion of five years of vesting service. The
Variable Company and Fixed Company Contributions vest upon 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, nonvested matching
contributions are forfeited at the time of termination. Forfeitures are
used to reduce future contributions by the Company. The amounts of
forfeitures used to reduce the Company contributions were $450,000 and
$300,000 for the years ended December 31, 2000 and 1999, respectively.
Participants may withdraw their contributions and the earnings or losses
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, 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 lump sum payment or, under certain circumstances set
forth in the Plan, installment payments, starting no later than April 1
of the year following the year in which the age of seventy and one-half
years is reached.
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 ("Fidelity" and "Trustee") is 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.
-6-
Ryerson Tull Savings Plan
Notes To Financial Statements, Continued
December 31, 2000 and 1999
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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.
Use of estimates
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of net assets available for
plan benefits at the date of the financial statements, changes in net
assets available for plan benefits during the reporting period and, when
applicable, disclosure of contingent assets and liabilities at the date
of the financial statements. Actual results could differ from these
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.
-7-
Ryerson Tull Savings Plan
Notes To Financial Statements, Continued
December 31, 2000 and 1999
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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.
Reclassifications
Certain amounts in the prior year financial statements have been
reclassified to conform with the current year presentation.
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 Invesco Dynamics Fund consists of domestic common stocks of companies
traded on both the US securities exchanges and the over-the-counter
market. The fund also has the flexibility to invest in other types of
securities, including preferred stocks and convertible securities, and
short-term investments. The fund may invest up to 25 percent of its
assets in foreign securities, which involve greater risk.
The Invesco Total Return Fund invests 30 percent in stocks and 30 percent
in fixed-and variable-income securities (bonds), with the remaining 40
percent spread out between stocks and bonds based on business, economic
and market conditions. The fund may invest in foreign securities, which
may involve greater risk.
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.
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 5.46 percent to 7.90 percent
in 2000 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, 2000. 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.
-8-
Ryerson Tull Savings Plan
Notes To Financial Statements, Continued
December 31, 2000 and 1999
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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 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.
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.
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Ryerson Tull Savings Plan
Notes To Financial Statements, Continued
December 31, 2000 and 1999
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The following investments represent 5 percent or more of the Plan's net
assets:
December 31,
2000 1999
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Stable Value Fixed Income Fund
Unallocated investment contracts (aggregated) $ 21,403,645 $ 31,867,348
Pooled investment funds 36,551,790 25,115,654
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57,955,435 56,983,002
Fidelity Magellan Fund, 299,037 and 285,307 shares,
respectively 35,675,172 38,981,483
Fidelity Spartan U.S. Equity Index Portfolio, 646,959 and
704,747 shares, respectively 30,284,168 36,710,281
Fidelity Retirement Government Money Market Portfolio,
23,551,149 and 18,492,113 shares, respectively 23,551,149 18,492,113
Fidelity Asset Manager Fund, 1,192,464 and 1,098,098
shares, respectively 20,057,244 20,183,034
Invesco Dynamics Fund, 695,975 and 0 shares, respectively 16,543,316 0
During the year ended December 31, 2000, the Plan's investments
(including gains and losses on investments bought and sold, as well as
held during the year) depreciated in value by $19,865,571, as follows:
2000
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Mutual funds $ (18,835,216)
Common stock (1,030,355)
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$ (19,865,571)
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4. Plan Merger
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.
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Ryerson Tull Savings Plan
Notes To Financial Statements, Continued
December 31, 2000 and 1999
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On October 1, 2000 (the "Keelor Merger Date") the Keelor Steel 401(k) Plan
(the "Keelor Plan") was merged into the Plan. Each individual who was a
"Participant" in the Keelor Plan became a participant in the Plan,
effective as of the Keelor Merger Date.
The following is a detail of the amounts transferred for each of the plan
mergers, which took place during the year:
AFCO Metals, Inc. Retirement Plan $12,360,617
J.M. Tull Metals Company, Inc. Employee Profit Sharing Plan 31,251,709
Keelor Steel 401(k) Plan 331,186
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$43,943,512
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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 Internal Revenue Service has determined and informed the Company by a
letter dated March 18, 1997 that the Plan was designed in accordance with
the applicable sections of the IRC. The Plan has been amended since
receiving the determination letter; however, the Plan Administrator and
the Plan legal counsel believe that the Plan is currently designed and
operated in compliance with the applicable requirements of the IRC.
7. The Master Trust
The Plan's investments are in the Master Trust which was established for
the investment of assets of the Plan, and effective March 1, 2000, the
assets of the Ryerson Tull Combined Retirement Plan. Each participating
retirement plan has an undivided interest in the Master Trust. The assets
of the Master Trust are held by the Trustee. At December 31, 2000 and
1999, the Plan's interest in the net assets of the Master Trust was
approximately 96% and 100%, respectively.
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Ryerson Tull Savings Plan
Notes To Financial Statements, Continued
December 31, 2000 and 1999
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The following table presents the fair value of investments for the Master
Trust:
2000 1999
Investments at fair market value:
Interest bearing cash* $ 60,765 62,720
Pooled investment funds 213,863,705 167,402,287
Common stock* 388,262 998,297
Guaranteed investment contracts 21,403,645 31,867,348
Participant loans 4,408,337 3,095,691
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Net assets held by the Master Trust $ 240,124,714 $ 203,426,343
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*Note that these investments are held 100% by the Plan.
The total investment loss for the Master Trust is as follows:
2000
Net depreciation in fair value of investments:
Pooled investment funds $ (19,361,973)
Common stock (1,030,355)
Interest on participant loans 321,984
Interest and dividend income 10,749,966
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Total investment loss $ (9,320,378)
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8. Risks and Uncertainties
The Plan provides for various investment options in any combination of
shares in registered investment companies and money market funds.
Investment securities are exposed to various risks, such as interest
rates, market and credit risk. Due to the level of risk associated with
certain investment securities and the level of uncertainty related to
changes in the value of investment securities, it is at least reasonably
possible that changes in risks in the near term would materially affect
participants' account balances and the amounts reported in the statement
of net assets available for plan benefits and the statement of changes in
net assets available for plan benefits.
-12-
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
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(Name of Plan)
Date: June 25, 2001 By: /s/ Terence R. Rogers
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Terence R. Rogers
Treasurer of Ryerson Tull, Inc. and
Member of Ryerson Tull Savings Plan
Committee
Index to Exhibits
Exhibit
Number Description
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23 Consent of Independent Accountants