-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FZU8/xqRYAToNG6bSGthWZpyd7KjQ9WABWqzp7hMq3vTVPEFbr+F6TctT4utgMW/ 6R7MOXa5lHNEo4vXg5nqLA== 0000902561-99-000223.txt : 19990517 0000902561-99-000223.hdr.sgml : 19990517 ACCESSION NUMBER: 0000902561-99-000223 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990514 EFFECTIVENESS DATE: 19990514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RYERSON TULL INC /DE/ CENTRAL INDEX KEY: 0000790528 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 363425828 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-78429 FILM NUMBER: 99621936 BUSINESS ADDRESS: STREET 1: 2621 WEST 15TH PLACE CITY: CHICAGO STATE: IL ZIP: 60608 BUSINESS PHONE: 7737622121 MAIL ADDRESS: STREET 1: 2621 WEST 15TH PLACE CITY: CHICAGO STATE: IL ZIP: 60608 FORMER COMPANY: FORMER CONFORMED NAME: INLAND STEEL INDUSTRIES INC /DE/ DATE OF NAME CHANGE: 19920703 S-8 1 As filed with the Securities and Exchange Commission on May 14, 1999 File No. 333- =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ------------------------- Ryerson Tull, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 36-3425828 (State or Other Jurisdiction (I.R.S. Employer Identification No.) of Incorporation or Organization) 2621 West 15th Place Chicago, Illinois 60608 (Address of Principal Executive Offices) (Zip Code) Ryerson Tull 1999 Incentive Stock Plan Ryerson Tull Directors' 1999 Stock Option Plan (Full Title of the Plan) Virginia M. Dowling, Esq. Ryerson Tull, Inc. 2621 West 15th Place Chicago, Illinois 60608 773-762-2121 (Name, Address and Telephone Number, including Area Code, of Agent For Service) ------------------------- CALCULATION OF REGISTRATION FEE
======================================================================================================================== Proposed Proposed Maximum Maximum Amount of Title of Class of Securities Amount to be Offering Price Aggregate Registration to be Registered Registered Per Share(1)(2) Offering Price(2) Fee(2) - ------------------------------------------------------------------------------------------------------------------------ Common Stock ($1.00 par value) (including preferred stock purchase rights).................................... 1,300,000 Shares $21.72125 $28,237,625 $7,850.06 ========================================================================================================================
(1) Pursuant to Rule 457(h)(1), computed on the basis of the average of the high and low sales prices on May 13, 1999. (2) The number of shares of Common Stock to be registered may be adjusted in accordance with the provisions of the Plans in the event that, during the period that the Plans are in effect, the number of shares of Common Stock is increased or decreased or such shares are changed into or exchanged for a different number or kind of shares of stock or other securities of the Corporation through reorganization, merger or consolidation, recapitalization, stock split, split-up, combination, exchange of shares, declaration of any Common Stock dividends or similar events without receipt of consideration by the Corporation. Accordingly, this Registration Statement covers, in addition to the number of shares of Common Stock stated above, an indeterminate number of shares which by reason of any such events may be issued in accordance with the provisions of the Plans. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents, which have heretofore been filed by Ryerson Tull, Inc., a Delaware corporation (the "Corporation"), with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), File No. 1-9117, are incorporated by reference herein and shall be deemed to be a part hereof: (a) the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, as filed March 30, 1999; (b) the Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999, as filed May 13, 1999; (c) the Corporation's Current Reports on Form 8-K filed January 27 and February 26, 1999; (d) the description of the Corporation's Common Stock, $1.00 par value (the "Common Stock"), contained in the Corporation's Registration Statement filed on Form S-3 on September 25, 1995, including any amendment or report filed with the Commission for the purpose of updating such description; and (e) the description of the Corporation's Series D Junior Participating Preferred Stock included in the Corporation's amended Registration Statement filed on Form 8-A/A on January 15, 1999, including any amendment or report filed with the Commission for the purpose of updating such description. All documents subsequently filed by the Corporation pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and shall be deemed a part hereof from the date of filing of such documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. The validity of the securities to be issued in the merger has been passed upon for the Corporation by Mayer, Brown & Platt. George A. Ranney, Jr., Secretary and General Counsel of the Corporation, is a partner in Mayer, Brown & Platt and holds 10,107 shares of the Corporation's Common Stock and options to acquire an additional 73,000 shares of the Corporation's Common Stock. Item 6. Indemnification of Directors and Officers. (a) The General Corporation Law of Delaware (Section 145) gives Delaware corporations broad powers to indemnify their present and former directors and officers and those of affiliated corporations against expenses incurred in the defense of any lawsuit to which they are made parties by reason of being or having been such directors or officers, subject to specified conditions and exclusions; gives a director or officer II-1 who successfully defends an action the right to be so indemnified; and authorizes the Corporation to buy directors' and officers' liability insurance. Such indemnification is not exclusive of any of the rights to which those indemnified may be entitled under any by-laws, agreement, vote of stockholders or otherwise. (b) Article Thirteen of the Certificate of Incorporation of the Corporation permits, and Article IV of the ByLaws of the Corporation provides for, indemnification of directors, officers, employees and agents to the full extent permitted by law. (c) The Corporation maintains directors' and officers' liability insurance coverage for its directors and officers and those of its subsidiaries and for certain other executive employees. This coverage insures such persons against certain losses that may be incurred by them in their respective capacities as directors, officers or employees, with respect to which they may or may not be indemnified under the provisions of the Certificate of Incorporation or By-Laws of the Corporation or otherwise. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. See the Exhibit Index which is incorporated herein by reference. Item 9. Undertakings. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-2 (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois, on May 14, 1999. RYERSON TULL, INC. By: /s/ NEIL S. NOVICH ----------------------------------------- Neil S. Novich Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 14, 1999. Signature Title - --------- ----- /s/ Neil S. Novich - -------------------- Neil S. Novich Chairman, President and Chief Executive Officer (Principal Executive Officer) and Director /s/ Jay M. Gratz - -------------------- Jay M. Gratz Executive Vice President and Chief Financial Officer (Principal Financial Officer) /s/ Lily L. May - -------------------- Lily L. May Controller (Principal Accounting Officer) Jameson A. Baxter Director Richard G. Cline Director By: /s/ NEIL S. NOVICH ----------------------- Neil S. Novich Gary L. Crittenden Director Attorney-in-fact James A. Henderson Director Gregory P. Josefowicz Director Jerry K. Pearlman Director Ronald L. Thompson Director II-4 EXHIBIT INDEX Exhibit Number Description of Exhibit - ------- ---------------------- 5 Opinion of Mayer, Brown & Platt..................................... 23.1 Consent of Mayer, Brown & Platt (included in Exhibit 5) 23.2 Consent of PricewaterhouseCoopers LLP............................... 24 Powers of Attorney.................................................. II-5 EX-5 2 OPINION OF MAYER, BROWN & PLATT Exhibit 5 May 14, 1999 Ryerson Tull, Inc. 2621 West 15th Place Chicago, Illinois 60608 Ladies and Gentlemen: We are acting as special counsel to Ryerson Tull, Inc. in connection with the registration under the Securities Act of 1933, as amended, of 1,300,000 shares of its common stock, $1.00 par value (the "Shares"), to be offered pursuant to the Ryerson Tull 1999 Incentive Stock Plan and the Ryerson Tull Directors' 1999 Stock Option Plan (the "Plans"). In connection therewith, we have examined or are otherwise familiar with Ryerson Tull's Certificate of Incorporation, Ryerson Tull's By-Laws, the Plans, Ryerson Tull's Registration Statement on Form S-8 (the "Registration Statement") relating to the Shares, relevant resolutions of the Board of Directors of Ryerson Tull, and such other documents and instruments as we have deemed necessary for the purposes of this opinion. Based upon the foregoing, we are of the opinion that the Shares are duly authorized for issuance and when issued in accordance with the provisions of the Plans will be legally issued, fully paid and non-assessable shares of Ryerson Tull. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, MAYER, BROWN & PLATT EX-23.2 3 CONSENT OF PRICEWATERHOUSE COOPERS LLP Exhibit 23.2 We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-8 of our report dated February 17, 1999, except as to Note 1, which is as of February 25, 1999, which appears on page 20 of the 1998 Annual Report to Shareholders of Ryerson Tull, Inc., which is incorporated by reference in Ryerson Tull, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998. We also consent to the incorporation by reference of our report on the Financial Statement Schedule, which appears on page 16 of such Annual Report on Form 10-K. PricewaterhouseCoopers LLP Chicago, Illinois May 14, 1999 EX-24 4 POWERS OF ATTORNEY RYERSON TULL, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director or officer of Ryerson Tull, Inc, a Delaware corporation (the "Company"), do hereby nominate, constitute and appoint Neil S. Novich, Jay M. Gratz, Gary J. Niederpruem, George A. Ranney, Jr., Lily L. May and Terence Rogers, or any one or more of them, my true and lawful attorneys-in-fact and agents to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact and agents, or any of them, may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of not to exceed 1,000,000 shares of Common Stock, $1.00 par value per share, of the Company covered by the Ryerson Tull 1999 Incentive Stock plan and 300,000 shares of Common Stock, $1.00 par value per share, of the Company covered by the Directors' 1999 Stock Option Plan, including specifically, but without limitation thereof, full power and authority to sign my name as a director or officer of the Company to registration statements on Forms S-8, or such other form for the registration of securities as the Securities and Exchange Commission may require covering such shares and to any amendment or amendments (including, without limitation, post-effective amendments) or supplements to said registration statements and to the prospectuses relating thereto, and to certify on my behalf that, to the best of my knowledge and belief, the Company meets all of the requirements for filing on Forms S-8; hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of May 1999. /s/ JAMESON A. BAXTER --------------------- Jameson A. Baxter RYERSON TULL, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director or officer of Ryerson Tull, Inc, a Delaware corporation (the "Company"), do hereby nominate, constitute and appoint Neil S. Novich, Jay M. Gratz, Gary J. Niederpruem, George A. Ranney, Jr., Lily L. May and Terence Rogers, or any one or more of them, my true and lawful attorneys-in-fact and agents to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact and agents, or any of them, may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of not to exceed 1,000,000 shares of Common Stock, $1.00 par value per share, of the Company covered by the Ryerson Tull 1999 Incentive Stock plan and 300,000 shares of Common Stock, $1.00 par value per share, of the Company covered by the Directors' 1999 Stock Option Plan, including specifically, but without limitation thereof, full power and authority to sign my name as a director or officer of the Company to registration statements on Forms S-8, or such other form for the registration of securities as the Securities and Exchange Commission may require covering such shares and to any amendment or amendments (including, without limitation, post-effective amendments) or supplements to said registration statements and to the prospectuses relating thereto, and to certify on my behalf that, to the best of my knowledge and belief, the Company meets all of the requirements for filing on Forms S-8; hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of May 1999. /s/ RICHARD G. CLINE --------------------- Richard G. Cline RYERSON TULL, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director or officer of Ryerson Tull, Inc, a Delaware corporation (the "Company"), do hereby nominate, constitute and appoint Neil S. Novich, Jay M. Gratz, Gary J. Niederpruem, George A. Ranney, Jr., Lily L. May and Terence Rogers, or any one or more of them, my true and lawful attorneys-in-fact and agents to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact and agents, or any of them, may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of not to exceed 1,000,000 shares of Common Stock, $1.00 par value per share, of the Company covered by the Ryerson Tull 1999 Incentive Stock plan and 300,000 shares of Common Stock, $1.00 par value per share, of the Company covered by the Directors' 1999 Stock Option Plan, including specifically, but without limitation thereof, full power and authority to sign my name as a director or officer of the Company to registration statements on Forms S-8, or such other form for the registration of securities as the Securities and Exchange Commission may require covering such shares and to any amendment or amendments (including, without limitation, post-effective amendments) or supplements to said registration statements and to the prospectuses relating thereto, and to certify on my behalf that, to the best of my knowledge and belief, the Company meets all of the requirements for filing on Forms S-8; hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of May 1999. /s/ GARY L. CRITTENDEN ---------------------- Gary L. Crittenden RYERSON TULL, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director or officer of Ryerson Tull, Inc, a Delaware corporation (the "Company"), do hereby nominate, constitute and appoint Neil S. Novich, Jay M. Gratz, Gary J. Niederpruem, George A. Ranney, Jr., Lily L. May and Terence Rogers, or any one or more of them, my true and lawful attorneys-in-fact and agents to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact and agents, or any of them, may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of not to exceed 1,000,000 shares of Common Stock, $1.00 par value per share, of the Company covered by the Ryerson Tull 1999 Incentive Stock plan and 300,000 shares of Common Stock, $1.00 par value per share, of the Company covered by the Directors' 1999 Stock Option Plan, including specifically, but without limitation thereof, full power and authority to sign my name as a director or officer of the Company to registration statements on Forms S-8, or such other form for the registration of securities as the Securities and Exchange Commission may require covering such shares and to any amendment or amendments (including, without limitation, post-effective amendments) or supplements to said registration statements and to the prospectuses relating thereto, and to certify on my behalf that, to the best of my knowledge and belief, the Company meets all of the requirements for filing on Forms S-8; hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of May 1999. /s/ JAMES A. HENDERSON ---------------------- James A. Henderson RYERSON TULL, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director or officer of Ryerson Tull, Inc, a Delaware corporation (the "Company"), do hereby nominate, constitute and appoint Neil S. Novich, Jay M. Gratz, Gary J. Niederpruem, George A. Ranney, Jr., Lily L. May and Terence Rogers, or any one or more of them, my true and lawful attorneys-in-fact and agents to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact and agents, or any of them, may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of not to exceed 1,000,000 shares of Common Stock, $1.00 par value per share, of the Company covered by the Ryerson Tull 1999 Incentive Stock plan and 300,000 shares of Common Stock, $1.00 par value per share, of the Company covered by the Directors' 1999 Stock Option Plan, including specifically, but without limitation thereof, full power and authority to sign my name as a director or officer of the Company to registration statements on Forms S-8, or such other form for the registration of securities as the Securities and Exchange Commission may require covering such shares and to any amendment or amendments (including, without limitation, post-effective amendments) or supplements to said registration statements and to the prospectuses relating thereto, and to certify on my behalf that, to the best of my knowledge and belief, the Company meets all of the requirements for filing on Forms S-8; hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of May 1999. /s/ GREGORY P. JOSEFOWICZ ------------------------- Gregory P. Josefowicz RYERSON TULL, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director or officer of Ryerson Tull, Inc, a Delaware corporation (the "Company"), do hereby nominate, constitute and appoint Neil S. Novich, Jay M. Gratz, Gary J. Niederpruem, George A. Ranney, Jr., Lily L. May and Terence Rogers, or any one or more of them, my true and lawful attorneys-in-fact and agents to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact and agents, or any of them, may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of not to exceed 1,000,000 shares of Common Stock, $1.00 par value per share, of the Company covered by the Ryerson Tull 1999 Incentive Stock plan and 300,000 shares of Common Stock, $1.00 par value per share, of the Company covered by the Directors' 1999 Stock Option Plan, including specifically, but without limitation thereof, full power and authority to sign my name as a director or officer of the Company to registration statements on Forms S-8, or such other form for the registration of securities as the Securities and Exchange Commission may require covering such shares and to any amendment or amendments (including, without limitation, post-effective amendments) or supplements to said registration statements and to the prospectuses relating thereto, and to certify on my behalf that, to the best of my knowledge and belief, the Company meets all of the requirements for filing on Forms S-8; hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of May 1999. /s/ NEIL S. NOVICH ------------------ Neil S. Novich RYERSON TULL, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director or officer of Ryerson Tull, Inc, a Delaware corporation (the "Company"), do hereby nominate, constitute and appoint Neil S. Novich, Jay M. Gratz, Gary J. Niederpruem, George A. Ranney, Jr., Lily L. May and Terence Rogers, or any one or more of them, my true and lawful attorneys-in-fact and agents to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact and agents, or any of them, may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of not to exceed 1,000,000 shares of Common Stock, $1.00 par value per share, of the Company covered by the Ryerson Tull 1999 Incentive Stock plan and 300,000 shares of Common Stock, $1.00 par value per share, of the Company covered by the Directors' 1999 Stock Option Plan, including specifically, but without limitation thereof, full power and authority to sign my name as a director or officer of the Company to registration statements on Forms S-8, or such other form for the registration of securities as the Securities and Exchange Commission may require covering such shares and to any amendment or amendments (including, without limitation, post-effective amendments) or supplements to said registration statements and to the prospectuses relating thereto, and to certify on my behalf that, to the best of my knowledge and belief, the Company meets all of the requirements for filing on Forms S-8; hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of May 1999. /s/ JERRY K. PEARLMAN --------------------- Jerry K. Pearlman RYERSON TULL, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director or officer of Ryerson Tull, Inc, a Delaware corporation (the "Company"), do hereby nominate, constitute and appoint Neil S. Novich, Jay M. Gratz, Gary J. Niederpruem, George A. Ranney, Jr., Lily L. May and Terence Rogers, or any one or more of them, my true and lawful attorneys-in-fact and agents to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact and agents, or any of them, may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of not to exceed 1,000,000 shares of Common Stock, $1.00 par value per share, of the Company covered by the Ryerson Tull 1999 Incentive Stock plan and 300,000 shares of Common Stock, $1.00 par value per share, of the Company covered by the Directors' 1999 Stock Option Plan, including specifically, but without limitation thereof, full power and authority to sign my name as a director or officer of the Company to registration statements on Forms S-8, or such other form for the registration of securities as the Securities and Exchange Commission may require covering such shares and to any amendment or amendments (including, without limitation, post-effective amendments) or supplements to said registration statements and to the prospectuses relating thereto, and to certify on my behalf that, to the best of my knowledge and belief, the Company meets all of the requirements for filing on Forms S-8; hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 6th day of May 1999. /s/ RONALD L. THOMPSON ---------------------- Ronald L. Thompson -----END PRIVACY-ENHANCED MESSAGE-----