-----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, OtlEpZY1qr99BFqzDAKBDN25iYV3hx87NM8rNrv4uHUzrvQbqWfnFp+hcLZKwbQs rMbUWus4ltxhEKpCynXYVQ== 0000950131-02-002091.txt : 20020516 0000950131-02-002091.hdr.sgml : 20020516 20020516165933 ACCESSION NUMBER: 0000950131-02-002091 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020516 EFFECTIVENESS DATE: 20020516 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: 1933 Act SEC FILE NUMBER: 333-88476 FILM NUMBER: 02655296 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 ds8.txt FORM S-8 As filed with the Securities and Exchange Commission on May 16, 2002 Registration 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 of (IRS Employer Identification No.) Incorporation or Organization) 2621 West 15th Place, Chicago, Illinois 60603 (Address of principal executive offices) (Zip Code) Ryerson Tull 2002 Incentive Stock Plan (Full Title of the Plan) JOYCE E. MIMS, ESQ. Ryerson Tull, Inc. 2621 West 15th Place, Chicago, Illinois 60608 (Name and address of agent for service) (773) 762-2121 (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(1) Per Share(2) Offering Price Fee - -------------------------------------------------------------------------------------------------------------------- Common Stock ($1.00 par value) (including preferred stock purchase rights) 2,500,000 shares $10.57 $26,425,000 $2,431.10 ====================================================================================================================
1) The number of shares of Common Stock to be registered may be adjusted in accordance with the provisions of the Plan in the event that, during the period that the Plan is 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 Registrant through merger or consolidation, reorganization, recapitalization, spinoff, stock dividend, stock split, reverse stock split, rights offering, exchange or other change in the corporate structure or capitalization of the Registrant affecting the Common Stock. 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 Plan. 2) Pursuant to Rule 457(h)(1), computed on the basis of the average of the high and low sale prices on the New York Stock Exchange on May 14, 2002 for the Registrant's Common Stock ================================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by Ryerson Tull, Inc., a Delaware corporation (the "Company" or the "Registrant") 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 into this Registration Statement by reference and shall be deemed to a part hereof: (a) Annual Report on Form 10-K of the Company for the year ended December 31, 2001; (b) Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2002; (c) the description of the Company's Common Stock, $1.00 par value (the "Common Stock") contained in the Company'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 (d) the description of the Company's Series D Junior Participating Preferred Stock included in the Company's amended Registration Statement filed on Form 8-A/A-2 on October 6, 1999, including any amendment or report filed with the Commission for the purpose of updating such description. All documents subsequently filed by the Company 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 legality of the shares of common stock offered hereby has been passed upon by Joyce E. Mims, Vice President and General Counsel of the Company. As of May 10, 2002, Ms. Mims had options to acquire 58,500 shares of Company 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 who successfully defends an action the right to be so indemnified; and authorizes the Company 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 Eight of the Certificate of Incorporation of the Company permits, and Article VI of the By-Laws of the Company provides for, indemnification of directors, officers, employees and agents to the full extent permitted by law. 2 (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 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective 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 or 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 with or furnished to the Commission 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. (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. 3 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 provisions referred to under Item 6, 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. 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all 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 the City of Chicago and State of Illinois, on the 16th day of May, 2002. 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 below by the following persons in the capacities indicated on May 16, 2002.
Signature Title --------- ----- /s/ Neil S. Novich Chairman, President and Chief ------------------------------ Executive Officer, and Neil S. Novich Director /s/ Jay M. Gratz Executive Vice President and ----------------------------- Chief Financial Officer Jay M. Gratz (Principal Financial Officer) /s/ Lily L. May Controller ------------------------------ (Principal Accounting Officer) Lily L. May Jameson A. Baxter Director Richard G. Cline Director Gary L. Crittenden Director James A. Henderson Director By: /s/ Neil S. Novich ----------------------- Gregory P. Josefowicz Director Neil S. Novich Attorney-in-fact Jerry K. Pearlman Director Ronald L. Thompson Director
5 EXHIBIT INDEX Exhibit Number Description of Exhibit ------- ---------------------- 5 Opinion of Joyce E. Mims ............................. 23.1 Consent of Joyce E. Mims (included in Exhibit 5) ..... 23.2 Consent of PricewaterhouseCoopers LLP ................ 24 Powers of Attorney ................................... 6 EX-5 3 dex5.txt OPINION OF JOYCE E. MIMS EXHIBIT 5 May 16, 2002 Ryerson Tull, Inc. 2621 West 15th Place Chicago, Illinois 60608 Ladies and Gentlemen: I am the Vice-President and General Counsel of Ryerson Tull, Inc. In connection with the registration under the Securities Act of 1933, as amended, of 2,500,000 shares of its common stock, $1.00 par value (the "Shares"), to be offered pursuant to the Ryerson Tull 2002 Incentive Stock Plan (the "Plan"). I have examined or are otherwise familiar with Ryerson Tull's Certificate of Incorporation, Ryerson Tull's By-Laws, the Plan, 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 I have deemed necessary for the purposes of this opinion. Based upon the foregoing, it is my opinion that the Shares are duly authorized for issuance and when issued in accordance with the provisions of the Plan will be legally issued, fully paid and non-assessable shares of Ryerson Tull. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me under the caption "Interests of Named Experts and Counsel" in the Registration Statement. I am admitted to practice law in the State of Illinois and I express no opinions as to matters under or involving any laws other than the laws of the State of Illinois and the General Corporation Law of the State of Delaware. Very truly yours, /s/ Joyce E Mims Joyce E. Mims Vice President and General Counsel 7 EX-23.2 4 dex232.txt CONSENT OF PRICEWATERHOUSECOOPERS Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 20, 2002 relating to the financial statements and financial statement schedule of Ryerson Tull, Inc., which appears in Ryerson Tull, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2001. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP May 16, 2002 8 EX-24 5 dex24.txt POWERS OF ATTORNEY Exhibit 24 RYERSON TULL, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director and (or) officer of Ryerson Tull, Inc., a Delaware corporation (the "Corporation"), do hereby nominate, constitute and appoint Jay M. Gratz, Neil S. Novich, Terence R. Rogers and Joyce E. Mims, or any one or more of them, my true and lawful attorneys and agents to do any and all acts and things and execute any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable to enable the Corporation to comply with the Securities Exchange Act of 1934, 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 2,500,000 shares of Common Stock, $1.00 par value per share, of the Corporation covered by the Ryerson Tull 2002 Incentive Stock Plan, including specifically, but without limitation thereof, full power and authority to sign my name as a director and (or) officer of the Corporation to registration statements on Form 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 statement or statements and to the prospectus or prospectuses relating thereto, and to certify on my behalf that, to the best of my knowledge and belief, the Corporation meets all of the requirements for filing on Form S-8; hereby ratifying and confirming all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of May, 2002. /s/ Jameson A. Baxter -------------------------------------- Jameson A. Baxter 9 RYERSON TULL, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director and (or) officer of Ryerson Tull, Inc., a Delaware corporation (the "Corporation"), do hereby nominate, constitute and appoint Jay M. Gratz, Neil S. Novich, Terence R. Rogers and Joyce E. Mims, or any one or more of them, my true and lawful attorneys and agents to do any and all acts and things and execute any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable to enable the Corporation to comply with the Securities Exchange Act of 1934, 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 2,500,000 shares of Common Stock, $1.00 par value per share, of the Corporation covered by the Ryerson Tull 2002 Incentive Stock Plan, including specifically, but without limitation thereof, full power and authority to sign my name as a director and (or) officer of the Corporation to registration statements on Form 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 statement or statements and to the prospectus or prospectuses relating thereto, and to certify on my behalf that, to the best of my knowledge and belief, the Corporation meets all of the requirements for filing on Form S-8; hereby ratifying and confirming all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of May, 2002. /s/ Richard G. Cline -------------------------------- Richard G. Cline 10 RYERSON TULL, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director and (or) officer of Ryerson Tull, Inc., a Delaware corporation (the "Corporation"), do hereby nominate, constitute and appoint Jay M. Gratz, Neil S. Novich, Terence R. Rogers and Joyce E. Mims, or any one or more of them, my true and lawful attorneys and agents to do any and all acts and things and execute any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable to enable the Corporation to comply with the Securities Exchange Act of 1934, 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 2,500,000 shares of Common Stock, $1.00 par value per share, of the Corporation covered by the Ryerson Tull 2002 Incentive Stock Plan, including specifically, but without limitation thereof, full power and authority to sign my name as a director and (or) officer of the Corporation to registration statements on Form 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 statement or statements and to the prospectus or prospectuses relating thereto, and to certify on my behalf that, to the best of my knowledge and belief, the Corporation meets all of the requirements for filing on Form S-8; hereby ratifying and confirming all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of May, 2002. /s/ Gary L. Crittenden ---------------------------------- Gary L. Crittenden 11 RYERSON TULL, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director and (or) officer of Ryerson Tull, Inc., a Delaware corporation (the "Corporation"), do hereby nominate, constitute and appoint Jay M. Gratz, Neil S. Novich, Terence R. Rogers and Joyce E. Mims, or any one or more of them, my true and lawful attorneys and agents to do any and all acts and things and execute any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable to enable the Corporation to comply with the Securities Exchange Act of 1934, 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 2,500,000 shares of Common Stock, $1.00 par value per share, of the Corporation covered by the Ryerson Tull 2002 Incentive Stock Plan, including specifically, but without limitation thereof, full power and authority to sign my name as a director and (or) officer of the Corporation to registration statements on Form 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 statement or statements and to the prospectus or prospectuses relating thereto, and to certify on my behalf that, to the best of my knowledge and belief, the Corporation meets all of the requirements for filing on Form S-8; hereby ratifying and confirming all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, I have hereunto set my hand this 2nd day of May, 2002. /s/ James A. Henderson --------------------------------- James A. Henderson 12 RYERSON TULL, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director and (or) officer of Ryerson Tull, Inc., a Delaware corporation (the "Corporation"), do hereby nominate, constitute and appoint Jay M. Gratz, Neil S. Novich, Terence R. Rogers and Joyce E. Mims, or any one or more of them, my true and lawful attorneys and agents to do any and all acts and things and execute any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable to enable the Corporation to comply with the Securities Exchange Act of 1934, 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 2,500,000 shares of Common Stock, $1.00 par value per share, of the Corporation covered by the Ryerson Tull 2002 Incentive Stock Plan, including specifically, but without limitation thereof, full power and authority to sign my name as a director and (or) officer of the Corporation to registration statements on Form 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 statement or statements and to the prospectus or prospectuses relating thereto, and to certify on my behalf that, to the best of my knowledge and belief, the Corporation meets all of the requirements for filing on Form S-8; hereby ratifying and confirming all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, I have hereunto set my hand this 2nd day of May, 2002. /s/ Gregory P. Josefowicz ---------------------------------- Gregory P. Josefowicz 13 RYERSON TULL, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director and (or) officer of Ryerson Tull, Inc., a Delaware corporation (the "Corporation"), do hereby nominate, constitute and appoint Jay M. Gratz, Neil S. Novich, Terence R. Rogers and Joyce E. Mims, or any one or more of them, my true and lawful attorneys and agents to do any and all acts and things and execute any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable to enable the Corporation to comply with the Securities Exchange Act of 1934, 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 2,500,000 shares of Common Stock, $1.00 par value per share, of the Corporation covered by the Ryerson Tull 2002 Incentive Stock Plan, including specifically, but without limitation thereof, full power and authority to sign my name as a director and (or) officer of the Corporation to registration statements on Form 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 statement or statements and to the prospectus or prospectuses relating thereto, and to certify on my behalf that, to the best of my knowledge and belief, the Corporation meets all of the requirements for filing on Form S-8; hereby ratifying and confirming all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of May, 2002. /s/ Neil S. Novich ------------------------------- Neil S. Novich 14 RYERSON TULL, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director and (or) officer of Ryerson Tull, Inc., a Delaware corporation (the "Corporation"), do hereby nominate, constitute and appoint Jay M. Gratz, Neil S. Novich, Terence R. Rogers and Joyce E. Mims, or any one or more of them, my true and lawful attorneys and agents to do any and all acts and things and execute any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable to enable the Corporation to comply with the Securities Exchange Act of 1934, 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 2,500,000 shares of Common Stock, $1.00 par value per share, of the Corporation covered by the Ryerson Tull 2002 Incentive Stock Plan, including specifically, but without limitation thereof, full power and authority to sign my name as a director and (or) officer of the Corporation to registration statements on Form 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 statement or statements and to the prospectus or prospectuses relating thereto, and to certify on my behalf that, to the best of my knowledge and belief, the Corporation meets all of the requirements for filing on Form S-8; hereby ratifying and confirming all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, I have hereunto set my hand this 2nd day of May, 2002. /s/ Jerry K. Pearlman ------------------------------------ Jerry K. Pearlman 15 RYERSON TULL, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director and (or) officer of Ryerson Tull, Inc., a Delaware corporation (the "Corporation"), do hereby nominate, constitute and appoint Jay M. Gratz, Neil S. Novich, Terence R. Rogers and Joyce E. Mims, or any one or more of them, my true and lawful attorneys and agents to do any and all acts and things and execute any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable to enable the Corporation to comply with the Securities Exchange Act of 1934, 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 2,500,000 shares of Common Stock, $1.00 par value per share, of the Corporation covered by the Ryerson Tull 2002 Incentive Stock Plan, including specifically, but without limitation thereof, full power and authority to sign my name as a director and (or) officer of the Corporation to registration statements on Form 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 statement or statements and to the prospectus or prospectuses relating thereto, and to certify on my behalf that, to the best of my knowledge and belief, the Corporation meets all of the requirements for filing on Form S-8; hereby ratifying and confirming all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, I have hereunto set my hand this 6th day of May, 2002. /s/ Ronald L. Thompson ------------------------------- Ronald L. Thompson 16 -----END PRIVACY-ENHANCED MESSAGE-----