First Quarter - 1999
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, 1999
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: 24,960,674 shares of the
Company's Common Stock ($1.00 par value per share) were outstanding as of
May 11, 1999.
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
------------------
1999 1998
------ ------
NET SALES $691.4 $740.9
Cost of materials sold 533.8 573.6
------ ------
GROSS PROFIT 157.6 167.3
Operating expenses 123.3 124.5
Depreciation and amortization 8.8 8.4
------ ------
OPERATING PROFIT 25.5 34.4
Other revenue and expense, including
interest income 0.4 5.7
Interest and other expense on debt (6.3) (9.7)
------ ------
INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES 19.6 30.4
PROVISION FOR INCOME TAXES 9.1 11.8
------ ------
INCOME FROM CONTINUING OPERATIONS
BEFORE MINORITY INTEREST 10.5 18.6
MINORITY INTEREST 0.7 2.1
------ ------
INCOME FROM CONTINUING OPERATIONS 9.8 16.5
INCOME FROM DISCONTINUED OPERATIONS
OF INLAND STEEL COMPANY - 5.3
------ ------
NET INCOME $ 9.8 $ 21.8
====== ======
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)
-------------------------------------------
EARNINGS PER SHARE Three Months Ended
OF COMMON STOCK March 31
- ------------------ ------------------
1999 1998
------ ------
Basic:
Income from continuing operations $ 0.42 $ 0.29
Income from discontinued operations - 0.11
------ ------
Net income $ 0.42 $ 0.40
====== ======
Diluted:
Income from continuing operations $ 0.42 $ 0.28
Income from discontinued operations - .10
------ ------
Net income $ 0.42 $ 0.38
====== ======
STATEMENT OF COMPREHENSIVE INCOME
- ---------------------------------
NET INCOME $ 9.8 $ 21.8
------ ------
OTHER COMPREHENSIVE INCOME:
Foreign currency translation adjustments (0.3) -
Minimum pension liability adjustment,
net of tax of $9.5 14.1 -
------ ------
COMPREHENSIVE INCOME $ 23.6 $ 21.8
====== ======
OPERATING DATA
- --------------
SHIPMENTS (Tons in Thousands) 819.1 812.1
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
-----------------------------
1999 1998
------ ------
OPERATING ACTIVITIES
Net income $ 9.8 $ 21.8
------ ------
Adjustments to reconcile net income to net
cash provided from (used for) operating activities:
Income from discontinued operations - (5.3)
Depreciation and amortization 8.9 8.4
Deferred employee benefit cost (1.2) 1.4
Deferred income taxes (0.5) 5.0
Stock issued for coverage of employee benefit plans - 3.0
Change in assets and liabilities, excluding effects of acquisitions:
Receivables (38.0) (53.0)
Inventories 9.8 (28.0)
Other assets 2.1 -
Accounts payable 25.8 6.6
Accrued liabilities (11.8) (8.5)
Other deferred items 1.2 (0.6)
------ ------
Net adjustments (3.7) (71.0)
------ ------
Net cash provided from (used for) operating activities 6.1 (49.2)
------ ------
INVESTING ACTIVITIES
Acquisitions (Note 2) (67.9) (7.7)
Capital expenditures (5.6) (8.0)
Proceeds from sales of assets 0.3 0.1
------ ------
Net cash used for investing activities (73.2) (15.6)
------ ------
FINANCING ACTIVITIES
Debt retirement - (5.2)
Short-term borrowing 40.0 -
Dividends paid (1.3) (2.5)
Acquisition of treasury stock - (5.5)
------ ------
Net cash provided from (used for) financing activities 38.7 (13.2)
------ ------
Cash provided by discontinued operations - 54.2
------ ------
Net decrease in cash and cash equivalents (28.4) (23.8)
Cash and cash equivalents - beginning of year 52.5 97.0
------ ------
Cash and cash equivalents - end of period $ 24.1 $ 73.2
====== ======
SUPPLEMENTAL DISCLOSURES
Cash paid during the period for:
Interest $ 11.1 $ 13.8
Income taxes, net 0.7 0.8
See notes to consolidated financial statements
-3-
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
Consolidated Balance Sheet (Unaudited)
================================================================================
Dollars in Millions
------------------------------------
ASSETS March 31, 1999 December 31, 1998
- ------ ---------------- -----------------
(unaudited)
CURRENT ASSETS
Cash and cash equivalents $ 24.1 $ 52.5
Receivables 338.2 284.5
Inventories - principally at LIFO 524.7 500.4
Deferred income taxes 8.9 5.6
-------- --------
Total current assets 895.9 843.0
INVESTMENTS AND ADVANCES 33.4 34.9
PROPERTY, PLANT AND EQUIPMENT
Valued on basis of cost $595.8 $583.8
Less accumulated depreciation 301.5 294.3 290.2 293.6
------ ------
DEFERRED INCOME TAXES 61.7 76.9
INTANGIBLE PENSION ASSET 3.7 4.5
EXCESS OF COST OVER NET ASSETS ACQUIRED 110.7 78.2
OTHER ASSETS 11.0 12.8
-------- --------
Total Assets $1,410.7 $1,343.9
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES
Accounts payable $ 193.8 $ 152.5
Accrued liabilities 109.2 118.5
Short-term borrowing 40.0 -
-------- --------
Total current liabilities 343.0 271.0
LONG-TERM DEBT 259.3 257.0
DEFERRED EMPLOYEE BENEFITS AND OTHER 161.2 193.6
-------- --------
Total liabilities 763.5 721.6
MINORITY INTEREST - 58.7
STOCKHOLDERS' EQUITY (Schedule A) 647.2 563.6
-------- --------
Total Liabilities and Stockholders' Equity $1,410.7 $1,343.9
======== ========
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, 1999 and for the three-month period ended March 31, 1999 and 1998 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, 1998.
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 $70 million.
The acquisition has been accounted for by the purchase method of accounting
using preliminary valuations of assets and liabilities acquired. 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 based on
preliminary valuations of assets and liabilities of RT as they relate to the
minority interest. In conjunction with accounting for this merger, the minimum
pension liability was adjusted from $26.9 million at December 31, 1998 to $12.8
million, net of tax.
-5-
NOTE 4/EARNINGS PER SHARE
Dollars and Shares
in Millions
(except per share data)
------------------------
Three Months Ended
March 31
------------------------
Basic earnings per share 1999 1998
- ------------------------ ------ ------
Net income from continuing operations $ 9.8 $16.5
Less preferred stock dividends - 2.3
----- -----
Income from continuing operations
available to common stockholders 9.8 14.2
Discontinued operations - 5.3
----- -----
Net income available to common stockholders $ 9.8 $19.5
===== =====
Average shares of common stock outstanding 23.0 49.0
===== =====
Basic earnings per share
From continuing operations $ .42 $ .29
Discontinued operations - .11
----- -----
Net income $ .42 $ .40
===== =====
Diluted earnings per share
- --------------------------
Income from continuing operations
available to common stockholders $ 9.8 $14.2
Effect of dilutive securities
Series E leveraged preferred stock - 2.2
Additional ESOP funding required on conversion of
Series E leveraged preferred stock, net of tax - (2.1)
----- -----
Income available to common stockholders and assumed
conversions before discontinued operations 9.8 14.3
Discontinued operations - 5.3
----- -----
Net income available to stockholders $ 9.8 $19.6
===== =====
Average shares of common stock outstanding 23.0 49.0
Assumed conversion of Series E leverage preferred stock - 3.0
Dilutive effect of stock options .1 -
----- -----
Shares outstanding for diluted earnings per share calculation 23.1 52.0
===== =====
Diluted earnings per share
From continuing operations $ .42 $ .28
Discontinued operations - .10
----- -----
Net income $ .42 $ .38
===== =====
-6-
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations - Comparison of First Quarter 1999 to First Quarter 1998
- ------------------------------------------------------------------------------
For the first quarter of 1999, the Company reported consolidated net income of
$9.8 million, or 42 cents per diluted share. Net income in the year-ago quarter
was $21.8 million, or 38 cents per diluted share, consisting of $16.5 million
from continuing operations and $5.3 million from discontinued operations related
to Inland Steel Company, which was sold in July 1998. The average number of
shares outstanding in the current quarter declined to 23.0 million from 49.0
million in the year-ago period as a result of the share repurchase programs
initiated in the third quarter of 1998. The decline in income from continuing
operations is mainly attributable to a decrease in gross profit.
First quarter 1999 net sales of $691 million declined 6.7 percent from the year-
ago quarter. A 0.9 percent increase in tons shipped was more than offset by a
7.5 percent decrease in average selling price from a year ago.
In spite of the improvement in gross margin percentage, gross profit per ton
declined to $192 in the first quarter of 1999 from $206 in the year-ago quarter
due to lower selling prices. Expenses, defined as operating expenses,
depreciation and amortization, were reduced to $161 per ton in the first quarter
of 1999 from $164 per ton in the first quarter of 1999.
As a result of the lower metal prices and gross profit, operating profit of
$25.5 million for the quarter was $8.9 million below the year-ago level of $34.4
million.
Liquidity and Financing
- -----------------------
The Company had cash and cash equivalents at March 31, 1999 of $24.1 million
compared to $52.5 million at December 31, 1998. At March 31, 1999, the Company
had outstanding borrowings under the $250 million bank revolving credit
agreement of $40 million.
On February 1, 1999, the Company completed the purchase of Washington Specialty
Metals for approximately $70 million in cash. This purchase was funded through
borrowings under the bank revolving credit agreement and cash on hand.
Effective with the merger of pre-merger Ryerson Tull Inc., with Inland Steel
Industries, Inc., on February 25, 1999 (the "RT Merger"), the Company's line of
credit with pre-merger Ryerson Tull was eliminated. The Company also assumed the
$250 million committed bank revolving credit agreement and the $250 million of
Ryerson Tull Notes ("RT Notes"). The banks waived certain provisions of the
revolving credit agreement to facilitate the RT Merger and the Indenture Trustee
executed the First Supplemental Indenture reflecting the Company's assumption of
the RT Notes. Restrictions contained in the bank facilities and the RT Notes
indenture prohibit the Company from, among other things, declaring or paying
dividends on Company common stock under certain conditions. Considering these
restrictions, at March 31, 1999, up to $99 million of common dividends could
have been paid.
-7-
Acquisition and Merger
- ----------------------
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. The acquisition has been
accounted for by the purchase method of accounting using preliminary valuations
of assets and liabilities acquired. Goodwill arising from the acquisition is
amortized using the straight-line method over 25 years.
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 based on
preliminary valuations of assets and liabilities of RT as they relate to the
minority interest. In conjunction with accounting for this merger, the minimum
pension liability was adjusted from $26.9 million at December 31, 1998 to $12.8
million, net of tax.
Year 2000
- ---------
Readiness Disclosure
The Company began planning to address Year 2000 issues in 1996. As part of this
process, the Company established a Year 2000 panel with representatives from all
business units. This panel has monitored the progress of the Company's Year 2000
compliance and met regularly throughout 1998. In 1999, Year 2000 activities are
related to contingency planning. Therefore, the Company executive staff and the
business unit presidents now serve as the monitoring and advisory board for Year
2000 matters. This ensures that the top management of the company is actively
involved in the issue and is directing the final stages of preparation.
During 1998, Company personnel and outside consultants identified and corrected
problems that may have interfered with Year 2000 readiness. The primary focus
was on the Company's internal computer systems.
An assessment of the majority of the Company's hardware, software and procedures
was completed in 1997. This assessment identified 40 major systems areas. These
were further broken down into upgrade units. Each of the units with the
exception of two systems identified below was corrected to be Year 2000
compliant, tested and installed. All unit testing was completed by the end of
1998. The Company successfully completed integrated systems tests during the
first quarter of 1999.
The Company has also performed an assessment of microprocessors embedded in its
equipment, distribution facilities and corporate offices. Based on vendor
representations and internal testing, the Company believes that it has no Year
2000 compliance issues in this area.
-8-
The Company addressed all Year 2000 issues which are critical to its operations,
with two exceptions -- payroll and accounts receivable. Both operations are
handled through software packages and the Company expects to have complete Year
2000 software releases installed and tested by the end of the second quarter of
1999.
The Company has identified a number of suppliers whose Year 2000 compliance may
be critical to the Company. These suppliers include metal suppliers, outside
processing facilities and contract carriers. The Company has completed surveys
of the majority of the identified critical suppliers as to their Year 2000
compliance. The Company expects to complete its surveys by the end of June 1999
although it will perform additional selected follow-up surveys during the
balance of 1999. The Company will use the results of these surveys to aid in
contingency planning.
The Costs to Address the Company's Year 2000 Issues
The Company has estimated that expenses incurred through the end of 1998 to
address Year 2000 issues totaled approximately $5.5 million. Currently, it is
expected that the Company will spend $1.0 million in 1999 to bring its systems
into Year 2000 compliance. This estimate is based on information currently
available and may need to be increased as more information becomes available and
as compliance implementation and contingency planning proceed.
The Risks of the Company's Year 2000 Issues
Although the Company believes it is unlikely, it is possible the Company could
experience an adverse impact that could be material to the results of operations
or the financial position of the Company as a result of potential failure by
major customers or suppliers, or an oversight in the Company's effort, to
address Year 2000 issues.
In addition, if the suppliers of necessary telecommunications, energy and
transportation needs fail to provide their services, such failure could also
have an adverse impact on the results of operations or financial position of the
Company.
The Company's Contingency Plan
The Company has begun the creation of contingency plans in the event all systems
and critical suppliers have not been made Year 2000 compliant. The Company will
continue to modify its contingency plans based on the results of the surveys
described above.
-9-
PART II. OTHER INFORMATION
---------------------------
Item 6. Exhibits and Reports 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 January 27, 1999 the Company (f/k/a Inland Steel Industries,
Inc.) filed a Current Report on Form 8-K, reporting, under
Item 5--Other Events, its fourth quarter and 1998 financial
results.
On February 26, 1999 the Company (f/k/a Inland Steel Industries,
Inc.) filed a Current Report on Form 8-K, reporting under Item 5--
Other Events, that: (1) the shareholders of Ryerson Tull, Inc.
["RT"] approved the merger of RT with the Company, (2) RT became a
wholly owned subsidiary of the Company and each share of RT class
A common stock was converted into 0.61 shares of Company common
stock, (3) effective upon the merger, the Company changed its name
to Ryerson Tull, Inc. and (4) shares of Company common stock began
trading on the New York Stock Exchange under the symbol "RT."
-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
Principal Accounting Officer
Date: May 13, 1999
-11-
Part I -- Schedule A
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
SUMMARY OF STOCKHOLDERS' EQUITY
================================================================================
Dollars in Millions
------------------------------------------
March 31, 1999 December 31, 1998
------------------ -------------------
(unaudited)
STOCKHOLDERS' EQUITY
- --------------------
Series A preferred stock ($1 par value)
- 78,124 shares and 78,249 shares issued
and outstanding as of March 31, 1999 and $ 0.1 $ 0.1
December 31, 1998, respectively
Common stock ($1 par value)
- 50,556,350 shares issued
as of March 31, 1999 and December 31, 1998 50.6 50.6
Capital in excess of par value 863.4 897.2
Retained earnings (accumulated deficit)
Balance beginning of year $491.2 $(45.6)
Net income 9.8 550.9
Dividends
Series A preferred stock -
$ .60 per share in 1999 and
$2.40 per share in 1998 - (0.2)
Series E preferred stock -
$3.523 per share in 1998 - (8.8)
Income tax benefit - Series E dividend - 2.1
Common Stock -
$ .05 per share in 1999 and
$ .20 per share in 1998 (1.3) 499.7 (7.2) 491.2
------ -------
Restricted stock awards (0.5) -
Treasury stock, at cost
- 25,544,371 of March 31, 1999 and
28,799,249 as of December 31, 1998 (749.7) (845.3)
Accumulated other comprehensive income (16.4) (30.2)
------- -------
Total Stockholders' Equity $ 647.2 $ 563.6
======= =======
-12-
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
2.1 Agreement and Plan of Merger, dated as of May 27, 1998 between Ispat
International, N.V., Inland Steel Industries, Inc., Inland Merger Sub,
Inc. and Inland Steel Company. (Filed as Exhibit 2.1 to Inland Steel
Company's Current Report on Form 8-K filed on June 9, 1998 (File No.
1-2438), and incorporated by reference herein.)
2.2 Amendment to Agreement and Plan of Merger dated as of July 16, 1998
between Ispat International, N.V., Inland Steel Industries, Inc.,
Inland Merger Sub, Inc. and Inland Steel Company. (Filed as Exhibit
2.2 to the Company's Current Report on Form 8-K filed on July 20, 1998
(File No. 1-9117), and incorporated by reference herein.)
3.1 Copy of Certificate of Incorporation, as amended, of the Company.
(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, 1998, and
incorporated by reference herein.)
4.1 Certificate of Designations, Preferences and Rights of Series A $2.40
Cumulative Convertible Preferred Stock of the Company. (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 the Company. (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 December 10, 1998, between the Company 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 filed on
January 15, 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
the Company 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, 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 for the year ended December 31, 1998, 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 for the year ended December 31, 1998, 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.]
-i-
Exhibit
Number Description
- ------ -----------
10.1* Inland Steel Industries, Inc. Annual Incentive Plan, as amended.
(Filed as Exhibit 10.A to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1995 (File No. 1-9117), and
incorporated by reference herein.)
10.2* Ryerson Tull Annual Incentive Plan. (Filed as Exhibit 10.2 to Pre-
merger Ryerson Tull's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997 (File No. 1-11767), and incorporated by
reference herein.)
10.3* Inland Steel Industries, Inc. Special Achievement Award Plan. (Filed
as Exhibit 10-I 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.)
10.4* Pre-merger Ryerson Tull 1996 Incentive Stock Plan, as amended. (Filed
as Exhibit 10.D 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* Inland 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.)
10.6* Inland 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.)
10.7* Inland 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.)
10.8* Inland Steel Industries Non-Qualified Thrift Plan, as amended. (Filed
as Exhibit 10.A to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997 (File No. 1-9117), and incorporated
by reference herein.)
10.9* Inland 1992 Stock Plan for Non-Employee Directors, as amended. (Filed
as Exhibit 10.A to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998 (File No. 1-9117), and incorporated by
reference herein.)
10.10* Inland Steel Industries Supplemental Retirement Benefit Plan for
Covered Employees, as amended. (Filed as Exhibit 10.B to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1997
(File No. 1-9117), and incorporated by reference herein.)
10.11* Inland Steel Industries Special Retirement Benefit Plan for Covered
Employees, as amended. (Filed as Exhibit 10.C to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1997
(File No. 1-9117), and incorporated by reference herein.)
10.12* Pre-merger 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.)
10.13* Pre-merger 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.)
10.14* Inland Steel Industries Deferred Compensation Plan for Certain
Employees, as amended. (Filed as Exhibit 10.J to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994 (File
No. 1-9117), and incorporated by reference herein.)
10.15* Inland Steel Industries Deferred Compensation Plan for Directors, as
amended. (Filed as Exhibit 10-L to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1992 (File No. 1-9117),
and incorporated by reference herein.)
-ii-
Exhibit
Number Description
- ------ -----------
10.16* Inland Steel Industries Terminated Retirement Plan for Non-Employee
Directors. (Filed as Exhibit 10.M to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995 (File No.
1-9117), and incorporated by reference herein.)
10.17* Inland Steel Industries, Inc. Deferred Phantom Stock Unit Plan for
Non-Employee Directors. (Filed as Exhibit 10.N to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995 (File
No. 1-9117), and incorporated by reference herein.)
10.18* Outside Directors Accident Insurance Policy. (Filed as Exhibit 10-F to
Inland Steel Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1983 (File No. 1-2438), and incorporated by
reference herein.)
10.19* 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, and incorporated by reference herein.)
10.20* 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, and incorporated by reference herein.)
10.21* 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.)
10.22* Amendment dated October 27, 1998 to the Severance Agreement dated
January 28, 1998 referred to in Exhibit 10.21 above between the
Company and Robert J. Darnall. (Filed as Exhibit 10.22 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1998, and incorporated by reference herein.)
10.23* 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, and
incorporated by reference herein.)
10.24* 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, and incorporated by reference herein.)
10.25* 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, and incorporated by reference herein.)
10.26* 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, and is incorporated by reference
herein.)
10.27* 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.)
10.28 Employment Agreement dated March 9, 1999 between the Company and Gary
J. Niederpruem
27 Financial Data Schedule
* Management contract or compensatory plan or arrangement required to be
filed as an exhibit to the Company's Annual Report on Form 10-K.
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