SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
April 1, 2004
(Date of earliest event reported)
RYERSON TULL, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-9117 36-3425828
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
2621 West 15th Place, Chicago, Illinois 60608
(Address of Principal Offices, including zip code)
(773) 762-2121 (Registrant's telephone
number, including area code)
Item 5. Other Events
AMENDMENT AND RESTATEMENT OF RIGHTS AGREEMENT
On April 1, 2004, the Board of Directors of Ryerson Tull,
Inc. (the "Company"), approved an amendment and restatement (the "Restatement")
of the Rights Agreement, as amended and restated as of December 10, 1998 and
further amended and restated as of September 22, 1999, between the Company and
The Bank of New York (the "Rights Agent"), as successor Rights Agent to Harris
Trust and Savings Bank (the "Rights Agreement"). The Restatement removes
provisions in the Rights Agreement that provided that, during the six month
period following a change of control of the Board of Directors of the Company
(resulting in a majority of the Board of Directors being comprised of persons
who were not nominated by the Board of Directors in office immediately prior to
such election) that occurs within nine months after an unsolicited third party
acquisition or business combination proposal, the Rights would only be
redeemable by the Board of Directors either (1) if they have followed certain
prescribed procedures or (2) in any other case, provided that, if in any such
other case their decision regarding redemption and any acquisition or business
combination is challenged as a breach of fiduciary duty of care or loyalty, the
directors can establish the entire fairness of such decision without the
benefit of any business judgment rule or other presumption.
The foregoing description of the Restatement does not purport
to be complete and is qualified in its entirety by reference to the amended and
restated Rights Agreement which is attached hereto as an exhibit and
incorporated herein by reference.
Item 7. Exhibits
4.1 Rights Agreement, as amended and restated as of
April 1, 2004, between the Company and The Bank of
New York, as successor Rights Agent to Harris Trust
and Savings Bank (incorporated herein by reference
to the Form 8-A/A-3 of the Company, filed on April
1, 2004).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
RYERSON TULL, INC.
Dated: April 1, 2004 By: /s/ Joyce E. Mims
---------------------------
Name: Joyce E. Mims
Title: Vice President and
General Counsel
EXHIBIT INDEX
Exhibit
Number Description
4.1 Rights Agreement, as amended and restated as of April 1,
2004, between the Company and The Bank of New York , as
successor Rights Agent to Harris Trust and Savings Bank
(incorporated herein by reference to the Form 8-A/A-3 of the
Company, filed on April 1, 2004).