Third 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 September 30, 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: 24,773,623 shares of the
Company's Common Stock ($1.00 par value per share) were outstanding as of
November 5, 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 Nine Months Ended
September 30 September 30
------------------- --------------------
1999 1998 1999 1998
------ ------ -------- --------
NET SALES $686.9 $688.5 $2,086.4 $2,154.3
Cost of materials sold 530.0 536.1 1,606.9 1,667.9
------ ------ -------- --------
GROSS PROFIT 156.9 152.4 479.5 486.4
Operating expenses 126.0 124.5 378.9 373.8
Depreciation and amortization 8.2 8.6 26.1 25.4
------ ------ -------- --------
OPERATING PROFIT 22.7 19.3 74.5 87.2
Other revenue and expense, including
interest income 0.2 7.5 0.8 18.3
Interest and other expense on debt (5.2) (8.2) (18.4) (27.4)
------ ------ -------- --------
INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES 17.7 18.6 56.9 78.1
PROVISION FOR INCOME TAXES 8.1 7.9 26.5 31.1
------ ------ -------- --------
INCOME FROM CONTINUING OPERATIONS
BEFORE MINORITY INTEREST 9.6 10.7 30.4 47.0
MINORITY INTEREST - 0.6 0.7 4.9
------ ------ -------- --------
INCOME FROM CONTINUING OPERATIONS 9.6 10.1 29.7 42.1
DISCONTINUED OPERATIONS -
INLAND STEEL COMPANY
Income from operations - (4.4) - 13.8
Gain on sale - 495.2 17.3 495.2
------ ------ -------- --------
INCOME BEFORE EXTRAORDINARY LOSS 9.6 500.9 47.0 551.1
Extraordinary loss on early retirement of debt - (11.2) - (11.2)
------ ------ -------- --------
NET INCOME $ 9.6 $489.7 $ 47.0 $ 539.9
====== ====== ======== ========
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 Nine Months Ended
September 30 September 30
------------------ ------------------
1999 1998 1999 1998
------ ------ ------- -------
EARNINGS PER SHARE
OF COMMON STOCK
- ------------------
Basic:
Income from continuing operations $ 0.38 $ 0.22 $ 1.22 $ 0.79
Inland Steel Company -
discontinued operations -- (0.11) -- 0.31
gain on sale -- 12.90 0.71 10.91
Extraordinary loss on
early retirement of debt -- (0.29) -- (0.25)
------ ------ ------- -------
Net income $ 0.38 $12.72 $ 1.93 $ 11.76
====== ====== ======= =======
Diluted:
Income from continuing operations $ 0.38 $ 0.21 $ 1.21 $ 0.75
Inland Steel Company -
discontinued operations -- (0.11) -- 0.29
gain on sale -- 12.20 0.71 10.26
Extraordinary loss on
early retirement of debt -- (0.28) -- (0.23)
------ ------ ------- -------
Net income $ 0.38 $12.02 $ 1.92 $ 11.07
====== ====== ======= =======
STATEMENT OF COMPREHENSIVE INCOME
- ---------------------------------
NET INCOME $ 9.6 $489.7 $ 47.0 $ 539.9
------ ------ ------- -------
OTHER COMPREHENSIVE INCOME:
Foreign currency translation adjustments -- -- 0.3 --
Minimum pension liability adjustment,
net of tax of $9.5 -- -- 14.1 --
------ ------ ------- -------
COMPREHENSIVE INCOME $ 9.6 $489.7 $ 61.4 $ 539.9
====== ====== ======= =======
OPERATING DATA
- --------------
SHIPMENTS (Tons in Thousands) 835.9 772.3 2,515.3 2,381.8
See notes to consolidated financial statements
2
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
Consolidated Statement of Cash Flows (Unaudited)
============================================================================================
Dollars in Millions
-------------------
Nine Months Ended
September 30
-------------------
1999 1998
------ ---------
OPERATING ACTIVITIES
Net income $ 47.0 $ 539.9
------ ---------
Adjustments to reconcile net income to net
cash provided from (used for) operating activities:
Income from discontinued operations - (13.8)
Depreciation and amortization 26.1 25.4
Deferred employee benefit cost (9.1) (2.0)
Stock issued for coverage of employee benefit plans - 40.5
Deferred income taxes 17.1 4.4
Gain from the sale of assets net of taxes and related liabilities (17.3) (495.2)
Change in assets and liabilities, excluding effects of acquisitions:
Receivables (42.8) (29.0)
Inventories 31.9 (68.5)
Other assets 5.2 -
Accounts payable 12.2 (8.1)
Accrued liabilities (34.0) (59.2)
Other deferred items (1.0) 3.2
------ ---------
Net adjustments (11.7) (602.3)
------ ---------
Net cash provided from (used for) operating activities 35.3 (62.4)
------ ---------
INVESTING ACTIVITIES
Acquisitions (Note 2) (66.0) (7.7)
Capital expenditures (22.8) (23.7)
Investments in and advances to joint ventures, net - (2.4)
Proceeds from sales of assets 4.8 893.3
------ ---------
Net cash used for investing activities (84.0) 859.5
------ ---------
FINANCING ACTIVITIES
Redemption of Series E Preferred Stock - (56.3)
Debt retirement - (116.8)
Dividends paid (3.8) (12.8)
Acquisition of treasury stock - (829.6)
------ ---------
Net cash provided from (used for) financing activities (3.8) (1,015.5)
------ ---------
Cash provided by discontinued operations - 279.4
------ ---------
Net increase (decrease) in cash and cash equivalents (52.5) 61.0
Cash and cash equivalents - beginning of year 52.5 97.0
------ ---------
Cash and cash equivalents - end of period $ - $ 158.0
====== =========
SUPPLEMENTAL DISCLOSURES
Cash paid during the period for:
Interest $ 23.5 $ 32.1
Income taxes, net 18.8 47.8
See notes to consolidated financial statements
3
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
Consolidated Balance Sheet (Unaudited)
- --------------------------------------------------------------------------------
Dollars in Millions
---------------------------------------
ASSETS September 30, 1999 December 31, 1998
- ------- -------------------- -----------------
(unaudited)
CURRENT ASSETS
Cash and cash equivalents $ - $ 52.5
Receivables 342.9 284.5
Inventories - principally at LIFO 502.6 500.4
Deferred income taxes - 5.6
-------- --------
Total current assets 845.5 843.0
INVESTMENTS AND ADVANCES 32.5 34.9
PROPERTY, PLANT AND EQUIPMENT
Valued on basis of cost $576.6 $583.8
Less accumulated depreciation 304.1 272.5 290.2 293.6
------ -------
DEFERRED INCOME TAXES 74.3 76.9
INTANGIBLE PENSION ASSET 3.7 4.5
EXCESS OF COST OVER NET ASSETS ACQUIRED 108.6 78.2
OTHER ASSETS 7.9 12.8
-------- --------
Total Assets $1,345.0 $1,343.9
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES
Accounts payable $ 180.1 $ 152.5
Accrued liabilities 69.7 118.5
Deferred income taxes 1.9 -
-------- --------
Total current liabilities 251.7 271.0
LONG-TERM DEBT 259.0 257.0
DEFERRED EMPLOYEE BENEFITS AND OTHER 153.3 193.6
-------- --------
Total liabilities 664.0 721.6
MINORITY INTEREST - 58.7
STOCKHOLDERS' EQUITY (Schedule A) 681.0 563.6
-------- --------
Total Liabilities and Stockholders' Equity $1,345.0 $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
September 30, 1999 and for the three-month and nine-month periods ended
September 30, 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, pre-merger Ryerson Tull, Inc. (RT) became a wholly owned
subsidiary of the Company by converting each share of RT Class A common stock
into 0.61 share of Company common stock, and then the Company and RT merged.
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 valuations of assets and
liabilities of RT as they relate to the minority interest.
5
NOTE 4/EARNINGS PER SHARE
Dollars in Millions (except per share data)
------------------------------------------
Three Months Ended Nine Months Ended
September 30 September 30
------------------ -----------------
1999 1998 1999 1998
----- ------ ----- ------
Basic earnings per share
- --------------------------------------------
Income from continuing operations $ 9.6 $ 10.1 $29.7 $ 42.1
Less preferred stock dividends - 1.7 .1 6.2
----- ------ ----- ------
Income from continuing operations
available to common stockholders 9.6 8.4 29.6 35.9
Inland Steel Company - discontinued operations - (4.4) - 13.8
- gain on sale - 495.2 17.3 495.2
Extraordinary loss on early retirement of debt - (11.2) - (11.2)
----- ------ ----- ------
Net income available to common stockholders $ 9.6 $488.0 $46.9 $533.7
===== ====== ===== ======
Average shares of common stock outstanding 25.0 38.4 24.3 45.4
===== ====== ===== ======
Basic earnings per share
From continuing operations $ .38 $ .22 $1.22 $ .79
Inland Steel Company - discontinued operations - (.11) - .31
- gain on sale - 12.90 .71 10.91
Extraordinary loss on early retirement of debt - (.29) - (.25)
----- ------ ----- ------
Net income $ .38 $12.72 $1.93 $11.76
===== ====== ===== ======
Diluted earnings per share
- --------------------------
Income from continuing operations
available to common stockholders $ 9.6 $ 8.4 $29.6 $ 35.9
Effect of dilutive securities
Series A preferred stock - .1 - .2
Series E leveraged preferred stock - 1.6 - 6.0
Additional ESOP funding required on conversion of
Series E leveraged preferred stock, net of tax - (1.5) - (5.7)
----- ------ ----- ------
Income available to common stockholders and
assumed conversions before discontinued operations 9.6 8.6 29.6 36.4
Inland Steel Company - discontinued operations - (4.4) - 13.8
- gain on sale - 495.2 17.3 495.2
Extraordinary loss on early retirement of debt - (11.2) - (11.2)
----- ------ ----- ------
Net income available to stockholders $ 9.6 $488.2 $46.9 $534.2
===== ====== ===== ======
Average shares of common stock outstanding 25.0 38.4 24.3 45.4
Assumed conversion of Series A preferred stock - .1 - .1
Assumed conversion of Series E leverage
preferred stock - 2.0 - 2.7
Dilutive effect of stock options .1 .1 .1 .1
----- ------ ----- ------
Shares outstanding for diluted earnings per
share calculation 25.1 40.6 24.4 48.3
===== ====== ===== ======
Diluted earnings per share
From continuing operations $ .38 $ .21 $1.21 $ .75
Inland Steel Company - discontinued operations - (.11) - .29
- gain on sale - 12.20 .71 10.26
Extraordinary loss on early retirement of debt - (.28) - (.23)
----- ------ ----- ------
Net income $ .38 $12.02 $1.92 $11.07
===== ====== ===== ======
6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations - Comparison of Third Quarter 1999 to Third Quarter 1998
- ------------------------------------------------------------------------------
In the third quarter of 1999, the Company reported consolidated net income from
continuing operations of $9.6 million, compared to $10.1 million in the year-
ago period. Net income in the third quarter of 1998, including the gain on the
sale of Inland Steel Company, was $489.7 million.
Third quarter 1999 net sales of $687 million were essentially unchanged from the
year-ago quarter. The 8% increase in tons shipped over third quarter 1998 was
offset by an 8 percent decrease in the average selling price.
Reflecting continued pressure on selling prices and margin, gross profit per ton
declined to $188 in the third quarter of 1999 from $197 in the year-ago quarter.
Expenses, defined as operating expenses plus depreciation and amortization, were
reduced to $161 per ton from $172 per ton in the third quarter of 1998.
Operating profit of $22.7 million for the quarter was essentially unchanged from
the third quarter of 1998, excluding a $3.6 million pretax write off in the
year-ago quarter.
Results of Operations - Comparison of First Nine Months of 1999 to First Nine
- -----------------------------------------------------------------------------
Months of 1998
- --------------
For the first nine months of 1999, the Company reported consolidated net income
of $47.0 million, consisting of $29.7 million from continuing operations, and
$17.3 million from an adjustment to taxes for the gain on the sale of Inland
Steel Company. Net income in the year-ago period was $539.9 million, consisting
of $42.1 million from continuing operations and $509.0 million from discontinued
operations, offset by an $11.2 million extraordinary loss on early retirement of
debt.
Net sales of $2.1 billion were down 3.2% from the year-ago level in spite of a
5.6% increase in tons shipped, reflecting the impact of declining prices.
Operating profit decreased 15% to $74.5 million in the first nine months of 1999
from $87.2 million recorded in the same period a year ago.
Liquidity and Financing
- -----------------------
The Company had no cash and cash equivalents at September 30, 1999 compared to
$52.5 million at December 31, 1998. At September 30, 1999, the Company had no
outstanding borrowings under the $250 million bank revolving credit agreement.
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 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 September 30, 1999, up to $115 million of common dividends could have been
paid.
Merger and 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. 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.
On February 25, 1999, pre-merger Ryerson Tull, Inc. (RT) became a wholly owned
subsidiary of the Company by converting each share of RT Class A common stock
into 0.61 share of Company common stock, and then the Company and RT merged.
Upon consummation of the merger, the Company changed its name from Inland Steel
Industries, Inc. to Ryerson Tull, Inc.
7
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.
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 monitored the progress of the Company's Year 2000
compliance and met regularly throughout 1998. In 1999, Year 2000 activities
increasingly 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 was corrected to
be Year 2000 compliant, tested and installed back into production. Most units
testing was completed before the end of 1998. A few items carried over and were
completed in the first quarter of 1999. Also, the Company successfully completed
integrated systems tests during the first quarter of 1999.
The Company has performed an assessment of microprocessors embedded in
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.
As of June 1999, the Company has addressed all Year 2000 issues that are
critical to its operations and has a high degree of confidence in its own Year
2000 readiness.
Furthermore, 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 critical suppliers as to their Year
2000 readiness. The Company expects to continue follow-up surveys as it deems
appropriate 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 1999 will
total approximately $6.5 million to bring its systems into Year 2000 compliance.
This estimate is based on the substantial amount of the work that has already
been accomplished and on information currently available to the Company. The
estimate may need to be increased as additional information becomes available
and as compliance and contingency activities proceed.
The Company's Contingency Plan
- ------------------------------
A Year 2000 Contingency Plan with over 150 tasks has been developed. Portions of
the plan have been completed for several months. For example, electrical
generators have been installed to provide back-up power for the most leveraged
computer facilities in the Company processing environment. Also implemented are
freezes on critical staff vacations and heightened management approval for
changes to the computing environment.
The remaining tasks will be implemented during November and December. Designated
personnel in each business unit and at Company headquarters are accountable for
the completion of these tasks. The Company's central Year 2000 team will monitor
progress and status will be reported on a bi-weekly basis.
8
The Risks of the Company's Year 2000 Issues
- -------------------------------------------
Although the Company believes it 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 beyond what the Company has
provided as contingencies to recover from such failures, these failures also
could have an adverse impact on the results of operations or financial position
of the Company.
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 October 6, 1999, the Company filed a Current Report on Form
8-K, reporting under Item 5--Other Events, that, on September 22,
1999, the Board of Directors had approved an amendment to the
Rights Agreement between the Company and Harris Trust and Savings
Bank, as Rights Agent. The Company also reported that, on
September 22, 1999, the Board of Directors had also approved an
amendment to the Company's By-laws.
On October 21, 1999, the Company filed an amendment to the above-
mentioned Current Report on Form 8-K. This amendment modified the
language which described the amendment to the Company's By-laws.
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 Lily L. May
-----------
Lily L. May
Controller and
Principal Accounting Officer
Date: November 11, 1999
11
Part I -- Schedule A
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
SUMMARY OF STOCKHOLDERS' EQUITY
- --------------------------------------------------------------------------------
Dollars in Millions
--------------------------------------------
September 30, 1999 December 31, 1998
------------------ -----------------
(unaudited)
STOCKHOLDERS' EQUITY
- --------------------
Series A preferred stock ($1 par value)
- 78,099 shares and 78,249 shares issued
and outstanding as of September 30, 1999 and $ 0.1 $ 0.1
December 31, 1998, respectively
Common stock ($1 par value)
- 50,556,350 shares issued
as of September 30, 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 47.0 550.9
Dividends
Series A preferred stock -
$1.80 per share in 1999 and
$2.40 per share in 1998 (0.1) (0.2)
Series E preferred stock -
$3.523 per share in 1998 - (8.8)
Income tax benefit - Series E dividend - 2.1
Common Stock -
$ .15 per share in 1999 and
$ .20 per share in 1998 (3.7) 534.4 (7.2) 491.2
------ ------
Restricted stock awards (0.4) -
Treasury stock, at cost
- 25,616,452 as of September 30, 1999 and
28,799,249 as of December 31, 1998 (751.3) (845.3)
Accumulated other comprehensive income (15.8) (30.2)
------- -------
Total Stockholders' Equity $ 681.0 $ 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 3.1 to the Company's Current
Report on Form 8-K filed on October 6, 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 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 September 22, 1999, 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-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
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 (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 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 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* 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* 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.)
10.4* 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. 1-11767), and incorporated by reference
herein.)
i
Exhibit
Number Description
- -------- -----------
10.5* Ryerson Tull 1995 Incentive Stock Plan, as amended. (Filed as
Exhibit 10.E to the Company's Annual Report on Form 10-K for the
year ended December 31, 1997 (File No. 1-9117), and incorporated by
reference herein.)
10.6* 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.)
10.7* Ryerson Tull 1988 Incentive Stock Plan, as amended. (Filed as
Exhibit 10.B to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995 (File No. 1-9117), and incorporated by
reference herein.)
10.8* 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.)
10.9* 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.)
10.10* Ryerson Tull 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.)
10.11 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.)
10.12* 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.)
10.13* 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.)
10.14* 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.)
10.15* Ryerson Tull Directors' Compensation Plan, as amended. (Filed as
Exhibit 10.20 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1998 (File No. 1-9117), and incorporated by
reference herein.)
10.16* 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.)
10.17* Amendment dated November 6, 1998 to the Severance Agreement dated
January 28, 1998 referred to in Exhibit 10.21 above between the
Company and Jay M. Gratz. (Filed as Exhibit 10.23 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1998
(File No. 1-9117), and incorporated by reference herein.)
10.18* Amendment dated February 19, 1999 to the Severance Agreement dated
January 28, 1998 referred to in Exhibit 10.21 above between the
Company and George A. Ranney, Jr. (Filed as Exhibit 10.24 to the
Company's Annual Report on Form 10-K for the year ended December
31, 1998 (File No. 1-9117), and incorporated by reference herein.)
10.19* 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.)
ii
Exhibit
Number Description
- -------- -----------
10.20* 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.)
10.21* 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.)
10.22* Employment Agreement dated September 1, 1999 between the Company
and Jay M. Gratz
10.23* Employment Agreement dated September 1, 1999 between the Company
and Gary J. Niederpruem
10.24* Confidentiality and Non-Competition Agreement between the Company
and Stephen E. Makarewicz
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.
iii