-----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, EOU9PGTVQihjA1tOyFw4qpKWpC29lJRzPwE8oMRpD0OCAj4cDU6jogLkEKDtmVfQ Sl69acla8FtDVNVvhWaqUw== 0000950131-99-003464.txt : 19990624 0000950131-99-003464.hdr.sgml : 19990624 ACCESSION NUMBER: 0000950131-99-003464 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990511 ITEM INFORMATION: FILED AS OF DATE: 19990527 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: 8-K SEC ACT: SEC FILE NUMBER: 001-09117 FILM NUMBER: 99635531 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 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) May 11, 1999 ------------ RYERSON TULL, INC. ------------------ (Exact Name of Registrant as Specified in its Charter) Delaware -------- (State or Other Jurisdiction of Incorporation) 1-9117 36-3425828 - -------------------------- ---------- (Commission File Number) (I.R.S. Employer Identification No.) 2621 West 15th Place, Chicago, Illinois 60608 ---------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) (773) 762-2121 -------------- (Registrant's Telephone Number, Including Area Code) Not Applicable -------------- (Former Name or Former Address, if Changed Since Last Report) Page 1 of 3 Item 5. Other Events. On July 16, 1998, Ryerson Tull, Inc. (then known as Inland Steel Industries, Inc.) disposed of Inland Steel Company (now known as Ispat Inland Inc.) under an Agreement and Plan of Merger dated as of May 27, 1998, as amended (the "Merger Agreement"), among Ispat International N.V., Inland Merger Sub, Inc., Ryerson Tull, Inc. and Ispat Inland Inc. As a result, Ispat Inland Inc. ("Ispat Inland") became a subsidiary of Ispat International N.V. ("Ispat International"). Ryerson Tull has no further ownership interest in Ispat Inland. Ispat Inland has recently disclosed that it has been informed by the United States Attorney for the Middle District of Louisiana that it is named as a defendant in a civil proceeding filed under seal in Baton Rouge, Louisiana by an individual on behalf of the United States Government that asserts violations of the False Claims Act, 31 U.S.C. Sec. 3729, et seq.; that it is also the target of a federal criminal grand jury investigation in connection with the alleged violations; that the U.S. Attorney and Ispat Inland have agreed that no criminal charges will be filed against Ispat Inland prior to December 1, 1999 while Ispat Inland reviews the matter; that it has been informed by the U.S. Attorney's office of a damage claim in the civil litigation, which, if successfully proved, would be material to the financial position and results of operation of Ispat Inland; that it has not had an opportunity to review the factual basis of the claim or the method by which the damages have been calculated; and that it has not yet determined the extent to which other potential corporate defendants are involved. By letter dated May 11, 1999, Ispat International and Ispat Inland notified Ryerson Tull that they view the civil lawsuit and the criminal grand jury investigation (together, the "Proceedings") as implicating contractual rights against Ryerson Tull including, without limitation, their indemnification rights under the Merger Agreement. The letter stated that Ispat International and Ispat Inland were notifying Ryerson Tull of the Proceedings in order to preserve their rights under the Merger Agreement. Ryerson Tull's maximum liability for claims relating to breaches of representations and warranties under the Merger Agreement is $90 million in the aggregate. At present, Ryerson Tull does not know what claims will be made against Ispat Inland as a result of the Proceedings or to what extent any specific claims for indemnification will be made against Ryerson Tull by Ispat International and Ispat Inland. Ryerson Tull is therefore unable at the present time to determine either Ispat International and Ispat Inland's right to indemnification under the Merger Agreement or whether an adverse outcome in the Proceedings would have a material adverse effect on its financial condition or results of operations. SIGNATURES 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: May 27, 1999 /s/ Lily L. May ------------------ By: Lily L. May Its: Controller -----END PRIVACY-ENHANCED MESSAGE-----