-----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, D6n/CvPmeBRCINvnkgMGIYG+kp5m87Dvsxq2jNnJQdg5CLvYWzdyzqapMRJQHGQz NFKCl8Tf6DToA4JVvowTqA== 0000950131-99-004036.txt : 19990630 0000950131-99-004036.hdr.sgml : 19990630 ACCESSION NUMBER: 0000950131-99-004036 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990629 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: 11-K SEC ACT: SEC FILE NUMBER: 001-09117 FILM NUMBER: 99655164 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 11-K 1 FORM 11-K 1998 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period from ______________ to _____________ Commission File No. 33-32504 and 33-1329 RYERSON TULL SAVINGS PLAN (f/k/a Inland Steel Industries Thrift Plan) (Full Title of the Plan) RYERSON TULL, INC. (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 36-3425828 (I.R.S. Employer Identification No.) 2621 W. 15th Place, Chicago, Illinois (Address of principal executive offices) 60608 (Zip Code) Registrant's telephone number, including area code: (773) 762-2121 ================================================================================ INLAND STEEL INDUSTRIES THRIFT PLAN ----------------------------------- FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES ---------------------- DECEMBER 31, 1998 and 1997 -------------------------- INLAND STEEL INDUSTRIES THRIFT PLAN ----------------------------------- INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES --------------------------------------------------------
Page ---- Report of independent accountants 1 Financial statements: Statements of net assets available for plan benefits at December 31, 1998 and 1997 2-3 Statement of changes in net assets available for plan benefits for the year ended December 31, 1998 4-5 Statement of changes in net assets available for plan benefits for the year ended December 31, 1997 6 Notes to financial statements 7-18 Supplemental schedules: Assets held for investment at December 31, 1998 Schedule I Aggregate transactions involving an amount in excess of 5% of the current value of plan assets for the year ended December 31, 1998 Schedule II
All other schedules of additional financial information required by Section 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. REPORT OF INDEPENDENT ACCOUNTANTS --------------------------------- June 18, 1999 To the Board of Directors of Ryerson Tull, Inc. (formerly, Inland Steel Industries, Inc.) and the Participants in the Ryerson Tull Savings Plan (formerly, the Inland Steel Industries Thrift Plan) In our opinion, the financial statements listed in the accompanying index present fairly, in all material respects, the net assets available for plan benefits of the Inland Steel Industries Thrift Plan (the "Plan") at December 31, 1998 and 1997, and the changes in net assets available for plan benefits for the year ended December 31, 1998, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in Schedules I and II is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the Statement of Net Assets Available for Plan Benefits and the Statement of Changes in Net Assets Available for Plan Benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. These supplemental schedules and fund information are the responsibility of the Plan's management. Schedules I and II and the Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. INLAND STEEL INDUSTRIES THRIFT PLAN ----------------------------------- STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION AT DECEMBER 31, 1998 AND 1997 ------------------------------------------------------------
Assets 1998 1997 - ------ ---- ---- Investments: Inland Steel Industries Common Stock Fund: Inland Steel Industries common stock (84,596 shares and 845,725 shares at December 31, 1998 and 1997, respectively) $ 1,427,980 $ 14,483,041 Cash 35,419 1,009,127 ------------ ------------ 1,463,399 15,492,168 ------------ ------------ Inland Steel Industries Series E ESOP Preferred Stock Fund: Shares allocated to participants (zero shares and 1,603,623 shares at December 31, 1998 and 1997, respectively) - 77,926,456 Unallocated shares (zero shares and 1,410,925 shares at December 31, 1998 and 1997, respectively) - 68,562,489 ------------ ------------ - 146,488,945 ------------ ------------ Fidelity Stable Value Fixed Income Fund: Unallocated investment contracts 43,269,011 233,070,344 Pooled investment funds 12,596,295 12,022,949 ------------ ------------ 55,865,306 245,093,293 ------------ ------------ Mutual Benefit Fund (Note 4) 2,930,962 14,597,149 Fidelity Spartan U.S. Equity Index Portfolio 32,909,731 99,943,886 Fidelity Retirement Government Money Market Portfolio 26,743,660 6,595,304 Fidelity Asset Manager 19,320,522 70,203,218 Fidelity Magellan Fund 28,585,937 72,712,619 Fidelity Equity Income 274,449 - Fidelity Diversified International 399,389 - Warburg Pincus Emerging Growth Fund 4,052,777 10,959,469 Warburg Pincus International Equity Fund 1,946,004 5,225,209 Franklin Small Cap Growth 316,520 - MAS Mid Cap Value 298,091 - Vanguard Growth Index 2,201,428 - Conservative Strategy 202,176 - Moderate Strategy 573,771 - Aggressive Strategy 1,151,721 - ------------ ------------ Total investments 179,235,843 687,311,260 ------------ ------------ Loans receivable from participants (Note 1) 3,727,567 12,638,585 Employer contributions receivable 150,865 241,609 Cash held by ESOP Trust - 5,577,771 ------------ ------------ Total assets 183,114,275 705,769,225 ------------ ------------
-2- Liabilities -----------
Notes payable of ESOP Trust (Note 6) - 96,512,751 Interest payable - 4,183,415 Accrued administrative expenses - 15,745 ------------ ------------ Total liabilities - 100,711,911 ------------ ------------ Net assets available for plan benefits $183,114,275 $605,057,314 ============ ============
The accompanying notes are an integral part of these statements. -3- INLAND STEEL INDUSTRIES THRIFT PLAN ----------------------------------- STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1998 ----------------------------------------------------------
Fidelity Fidelity Warburg Fidelity Retirement Spartan Pincus Mutual Stable Value Government Fidelity U.S. Equity Fidelity Emerging Benefit Fixed Income Money Market Asset Index Magellan Growth Fund Fund Portfolio Manager Portfolio Fund Fund ---- ---- --------- ------- --------- ---- ---- Sources of net assets: Employee contributions - $ 1,866,569 $ 105,570 $ 993,977 $ 1,408,465 $ 1,147,261 $ 346,214 Employer contributions - (49,975) - - - - - Unallocated funds - - 1,579,263 - - - - Interfund transfers - 5,860,952 4,475,411 (1,064,354) (99,337) (567,669) (341,393) RT Savings Plan transfer at 1/1/98 (Note 3) ($1,280,875) (27,293,895) (1,178,699) (13,548,738) (17,648,746) (14,876,601) (2,336,155) RT Savings Plan transfer at 12/31/98 (Note 3) 1,411,874 31,817,257 20,384,163 14,877,469 24,383,986 21,635,096 2,974,740 Loans repaid - principal - 996,959 35,939 359,977 488,580 459,012 80,173 interest - 156,118 6,285 56,854 76,328 69,964 15,116 Investment income: Interest and dividend income 774,996 8,627,090 231,044 1,610,555 1,460,628 1,829,556 - Realized gain (loss) - - - 4,959,454 17,159,613 12,313,068 848,624 Unrealized gain (loss) - - - 2,080 (663) (195) 196 ----------- ------------- ----------- ------------ ------------ ------------ ----------- Total investment income 774,996 8,627,090 231,044 6,572,089 18,619,578 14,142,429 848,820 ----------- ------------- ----------- ------------ ------------ ------------ ----------- Total sources of net assets 905,995 21,981,075 25,638,976 8,247,274 27,228,854 22,009,492 1,587,515 ----------- ------------- ----------- ------------ ------------ ------------ ----------- Applications of net assets: Termination of ESOP - - - - - - - Withdrawals 543,823 13,445,400 412,154 2,802,712 3,749,266 3,411,413 257,966 ISC transfer at 7/16/98 (Note 3) 12,028,359 196,837,791 4,992,985 55,990,162 90,019,089 62,255,404 8,181,912 Interest expense - notes payable - - - - - - - Management fees - 24,812 48,441 2,700 2,240 718 41 Loans issued - 901,059 37,040 334,396 492,414 468,639 54,288 ----------- ------------- ----------- ------------ ------------ ------------ ----------- Total applications of net assets 12,572,182 211,209,062 5,490,620 59,129,970 94,263,009 66,136,174 8,494,207 ----------- ------------- ----------- ------------ ------------ ------------ ----------- Increase (decrease) in net assets ($11,666,187) ($189,227,987) $20,148,356 ($50,882,696) ($67,034,155) ($44,126,682) ($6,906,692) =========== ============= =========== ============ ============ ============ =========== Inland Steel Warburg Inland Steel Industries Pincus Industries Series E ESOP International Common Preferred Equity Stock Stock Loan Total Fund Fund Fund Fund Page 1 ---- ---- ---- ---- ------ Sources of net assets: Employee contributions $ 209,255 $ 63,220 - - $ 6,140,531 Employer contributions - 242,077 $99,054,413 - 99,246,515 Unallocated funds - - - - 1,579,263 Interfund transfers (207,652) (3,737,471) (4,318,487) - - RT Savings Plan transfer at 1/1/98 (Note 3) (1,219,257) (2,466,407) (21,467,477) ($3,577,468) (106,894,318) RT Savings Plan transfer at 12/31/98 (Note 3) 1,333,986 1,141,929 - 3,545,875 123,506,375 Loans repaid - principal 37,986 52,149 - (2,510,775) - interest 7,443 6,679 - - 394,787 Investment income: Interest and dividend income - - 4,390,533 - 18,924,402 Realized gain (loss) 645,479 7,122,000 - - 43,048,238 Unrealized gain (loss) 211 (3,408) - - (1,779) ----------- ------------ ----------- ---------- ------------- Total investment income 645,690 7,118,592 4,390,533 - 61,970,861 ----------- ------------ ----------- ---------- ------------- Total sources of net assets 807,451 2,420,768 77,658,982 (2,542,368) 185,944,014 ----------- ------------ ----------- ---------- ------------- Applications of net assets: Termination of ESOP - - 64,102,531 - 64,102,531 Withdrawals 145,221 705,150 2,026,357 330,113 27,829,575 ISC transfer at 7/16/98 (Note 3) 3,920,201 15,694,205 56,264,216 8,397,763 514,582,087 Interest expense - notes payable - - 6,624,397 - 6,624,397 Management fees 26 - 237,895 - 316,873 Loans issued 21,208 50,182 - (2,359,226) - ----------- ------------ ----------- ---------- ------------- Total applications of net assets 4,086,656 16,449,537 129,255,396 6,368,650 613,455,463 ----------- ------------ ----------- ---------- ------------- Increase (decrease) in net assets ($3,279,205) ($14,028,769) ($51,596,414) ($8,911,018) ($427,511,449) =========== ============ =========== ========== ============= Net assets available For plan benefits:
The accompanying notes are an integral part of these statements. -4- INLAND STEEL INDUSTRIES THRIFT PLAN ----------------------------------- STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1998 ----------------------------------------------------------
Franklin MAS Small Mid Vanguard Fidelity Fidelity Cap Cap Growth Conservative Moderate Aggressive Equity Diversified Total Growth Value Index Strategy Strategy Strategy Income International Page 2 ------ ----- ----- -------- -------- -------- ------ ------------- ------ Sources of net assets: Employee contributions - - - - - - - - - Employer contributions - - - - - - - - - Unallocated funds - - - - - - - - - Interfund transfers - - - - - - - - - RT Savings Plan transfer at 1/1/98 (Note 3) - - - - - - - - - RT Savings Plan transfer at 12/31/98 (Note 3) $316,520 $298,091 $2,201,428 $202,176 $573,771 $1,151,721 $274,449 $399,389 $5,417,545 Loans repaid - principal - - - - - - - - - interest - - - - - - - - - Investment income: Interest and dividend income - - - - - - - - - Realized gain (loss) - - - - - - - - - Unrealized gain (loss) - - - - - - - - - -------- -------- ---------- ------------ -------- ---------- -------- ------------- ---------- Total investment income - - - - - - - - - -------- -------- ---------- ------------ -------- ---------- -------- ------------- ---------- Total sources of net assets 316,520 298,091 2,201,428 202,176 573,771 1,151,721 274,449 399,389 5,417,545 -------- -------- ---------- ------------ -------- ---------- -------- ------------- ---------- Applications of net assets: Termination of ESOP - - - - - - - - - Withdrawals - - - - - - - - - ISC transfer at 7/16/98 (Note 3) - - - - - - - - - Interest expense - notes payable - - - - - - - - - Management fees - - - - - - - - - Loans issued - - - - - - - - - -------- -------- ---------- ------------ -------- ---------- -------- ------------- ---------- Total applications of net assets - - - - - - - - - -------- -------- ---------- ------------ -------- ---------- -------- ------------- ---------- Increase (decrease) in net assets $316,520 $298,091 $2,201,428 $ 202,176 $573,771 $1,151,721 $274,449 $ 399,389 $5,417,545 ======== ======== ========== ============ ======== ========== ======== ============= ========== Net assets available for plan benefits: Beginning of year Contribution receivable End of year Total Grand Page 1 Total ------ ----- Sources of net assets: Employee contributions $ 6,140,531 $ 6,140,531 Employer contributions 99,246,515 99,246,515 Unallocated funds 1,579,263 1,579,263 Interfund transfers - - RT Savings Plan transfer at 1/1/98 (Note 3) (106,894,318) (106,894,318) RT Savings Plan transfer at 12/31/98 (Note 3) 123,506,375 128,923,920 Loans repaid - principal - - interest 394,787 394,787 Investment income: Interest and dividend income 18,924,402 18,924,402 Realized gain (loss) 43,048,238 43,048,238 Unrealized gain (loss) (1,779) (1,779) ------------- ------------- Total investment income 61,970,861 61,970,861 ------------- ------------- Total sources of net assets 185,944,014 191,361,559 ------------- ------------- Applications of net assets: Termination of ESOP 64,102,531 64,102,531 Withdrawals 27,829,575 27,829,575 ISC transfer at 7/16/98 (Note 3) 514,582,087 514,582,087 Interest expense - notes payable 6,624,397 6,624,397 Management fees 316,873 316,873 Loans issued - - ------------- ------------- Total applications of net assets 613,455,463 613,455,463 ------------- ------------- Increase (decrease) in net assets ($427,511,449) ($422,093,904) ============= ============= Net assets available for plan benefits: Beginning of year 605,057,314 Contribution receivable 150,865 ------------ End of year $183,114,275 ============
The accompanying notes are an integral part of these statements. -5- INLAND STEEL INDUSTRIES THRIFT PLAN ----------------------------------- STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1997 ----------------------------------------------------------
Fidelity Fidelity Warburg Fidelity Retirement Spartan Pincus Mutual Stable Value Government Fidelity U.S. Equity Fidelity Emerging Benefit Fixed Income Money Market Asset Index Magellan Growth Fund Fund Portfolio Manager Portfolio Fund Fund ---- ---- --------- ------- --------- ---- ---- Sources of net assets: Employee contributions - $ 4,851,726 $ 339,320 $ 2,625,051 $ 3,525,500 $ 3,234,584 $ 845,786 Employer contributions - - - - - - - Interfund transfers - (6,337,436) (209,209) (1,558,506) 9,306,721 (801,300) 570,772 Loans repaid - principal - 2,648,106 119,815 924,959 1,136,000 1,219,794 201,522 interest - 437,187 17,766 146,194 170,152 176,050 31,951 Investment income: Interest and dividend income $1,089,366 16,323,991 354,184 6,180,027 2,175,999 4,653,985 652,335 Realized gain (loss) - - - 2,269,080 6,340,645 3,334,631 367,712 Unrealized gain (loss) - - - 4,619,020 15,359,732 7,152,544 544,072 ---------- -------------- --------- ----------- ----------- ----------- ---------- Total investment income 1,089,366 16,323,991 354,184 13,068,127 23,876,376 15,141,160 1,564,119 ---------- -------------- --------- ----------- ----------- ----------- ---------- Total sources of net assets 1,089,366 17,923,574 621,876 15,205,825 38,014,749 18,970,288 3,214,150 ---------- -------------- --------- ----------- ----------- ----------- ---------- Applications of net assets: Withdrawals 205,599 25,791,797 523,244 4,620,637 5,547,395 4,187,547 624,240 Loans issued - 2,561,797 99,270 882,824 1,145,495 1,188,663 139,951 Interest expense - notes payable - - - - - - - Management fees - 83,097 1,272 8,274 6,018 2,074 385 ---------- -------------- --------- ----------- ----------- ----------- ---------- Total applications of net assets 205,599 28,436,691 623,786 5,511,735 6,698,908 5,378,284 764,576 ---------- -------------- --------- ----------- ----------- ----------- ---------- Increase (decrease) in net assets $ 883,767 ($ 10,513,117) ($ 1,910) $ 9,694,090 $31,315,841 $13,592,004 $2,449,574 ========== ============== ========= =========== =========== =========== ========== Net assets available for plan benefits: Beginning of year End of year Inland Steel Warburg Inland Steel Industries Pincus Industries Series E ESOP International Common Preferred Equity Stock Stock Loan Fund Fund Fund Fund Total ---- ---- ---- ---- ----- Sources of net assets: Employee contributions $ 539,842 $ 252,162 - - $ 16,213,971 Employer contributions - 428,118 $10,643,969 - 11,072,087 Interfund transfers 348,435 (240,575) (1,078,902) - - Loans repaid - principal 127,824 140,132 - ($6,518,152) - interest 17,797 24,281 - - 1,021,378 Investment income: Interest and dividend income 753,788 184,742 11,017,876 - 43,386,293 Realized gain (loss) (205,458) 611,515 - - 12,718,125 Unrealized gain (loss) (874,784) (2,191,088) - - 24,609,496 --------- ------------- ----------- ----------- ------------ Total investment income (326,454) (1,394,831) 11,017,876 - 80,713,914 --------- ------------- ----------- ----------- ------------ Total sources of net assets 707,444 (790,713) 20,582,943 (6,518,152) 109,021,350 --------- ------------- ----------- ----------- ------------ Applications of net assets: Withdrawals 253,281 911,583 5,279,839 750,386 48,695,548 Loans issued 72,631 125,334 - (6,215,965) - Interest expense - notes payable - - 8,564,320 - 8,564,320 Management fees 66 - 3,568 - 104,754 --------- ------------- ----------- ----------- ------------ Total applications of net assets 325,978 1,036,917 13,847,727 (5,465,579) 57,364,622 --------- ------------- ----------- ----------- ------------ Increase (decrease) in net assets $ 381,466 ($ 1,827,630) $ 6,735,216 ($1,052,573) $ 51,656,728 ========= ============= =========== =========== Net assets available for plan benefits: Beginning of year 553,400,586 ------------ End of year $605,057,314 ============
The accompanying notes are an integral part of these statements. -6- The accompanying notes are an integral part of these statements. INLAND STEEL INDUSTRIES THRIFT PLAN ----------------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- DECEMBER 31, 1998 AND 1997 -------------------------- NOTE 1 - DESCRIPTION OF THE PLAN: - -------------------------------- The Inland Steel Industries Thrift Plan ("Plan") is a defined contribution profit sharing (thrift-savings) plan which is available to all salaried, nonbargaining unit employees of Ryerson Tull, Inc. and, preceding the merger of Ryerson Tull, Inc. ("RT") and Inland Steel Industries Inc. ("Company" or "ISI") in February 1999, was available to all salaried nonbargaining unit employees of the Company and certain of its subsidiaries and affiliates (the Company, the subsidiaries, and its affiliates collectively referred to as "Employers"). The Plan, which is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), was adopted effective January 1, 1975. In 1989, the Company amended the Plan to include an Employee Stock Ownership Plan ("ESOP"), effective January 1, 1990. During the year ended December 31, 1998, there were significant changes in the composition of the subsidiaries and affiliates included within the Plan which have materially impacted the net assets of the Plan. These are more fully discussed in Note 3. Also, the ESOP was terminated effective as of November 9, 1998. As a result, any comment and/or description of the ESOP, within these footnotes and financial statements as a whole, pertain primarily to the year ended December 31, 1997 and in 1998 through the point of termination. Employees electing to participate in the Plan may contribute up to fifteen percent of their base salary. Participants have the option of making contributions on a before-tax (limited to ten percent of base salary) and/or after-tax basis. Through December 31, 1998, the first five percent of participants' contributions (the "basic contribution") was matched as follows by the Employers. A participant who was an employee of the Company or its participating subsidiaries received an allocation to his or her ESOP account of shares of Company Series E ESOP Convertible Preferred Stock ("Series E Preferred Stock") and, under certain circumstances, Company common stock, with a fair market value equal to such participant's basic contribution or, after termination of the ESOP, cash. Because employees of I/N Tek and I/N Kote (joint venture partnerships owned by former subsidiaries of the Company and Nippon Steel Corporation) were not permitted by law to participate in the ESOP portion of the Plan, employer matching contributions for these employees were made in cash, which was then invested in Company common stock and credited to each participant's Inland Steel Industries Stock Fund ("Common Stock Fund") account. Subsequently, Inland Steel Company ("ISC"), which is a partner in I/N Tek and I/N Kote, merged with a subsidiary of Ispat International, N.V. ("Ispat") on July 16, 1998. The account balances of employees of ISC and certain affiliates were spun-off to a separate plan -7- (see Note 3). For purposes of determining the number of shares to be contributed to participant accounts, Company common stock is valued at the closing price per share on the New York Stock Exchange - Composite Transactions on the last day such stock was traded prior to the date of contribution. The Series E Preferred Stock was valued at $48.594 per share, as determined by an independent appraiser, plus accrued dividends. Participants can designate the investment of their contributions in integral multiples of one percent in any of the Fidelity Retirement Government Money Market Portfolio, Fidelity Stable Value Fixed Income Fund, Fidelity Spartan U.S. Equity Index Portfolio (prior to 1998, the name of this fund was Fidelity U.S. Equity Index Portfolio), Fidelity Asset Manager, Fidelity Magellan Fund, Inland Steel Industries Common Stock Fund, Warburg Pincus Emerging Growth Fund, Warburg Pincus International Equity fund, Conservative Investment Strategy Fund, Moderate Investment Strategy Fund, Aggressive Investment Strategy Fund, Franklin Small Cap Growth Fund, MAS Mid Cap Value Portfolio, Vanguard Index Trust-Growth Portfolio, and the Fidelity Diversified International Fund (collectively "the Funds"). The Conservative Investment Strategy Fund, Moderate Investment Strategy Fund, Aggressive Investment Strategy Fund, Franklin Small Cap Growth Fund, MAS Mid Cap Value Portfolio, Vanguard Index Trust-Growth Portfolio, and Fidelity Diversified International Fund became available to Plan participants on December 31, 1998. Individual participant accounts are maintained for each investment fund as well as for individual ESOP accounts to record participant contributions, employer matching contributions, investment appreciation or depreciation, dividends and interest income. Dividends on shares of Company common stock and Series E Preferred Stock that had been allocated to individual participant accounts are credited to participant accounts in the form of additional shares of stock. Participants vest immediately in their contributions and the earnings thereon. Participants with less than five years of vesting service become vested in the Company's matching contributions twenty-four months after the contributions are made. Participants become immediately vested in all of the Company's matching contributions upon the completion of five years of vesting service or upon termination of employment due to a distributable event, such as retirement, death, disability or other events as set forth in the Plan. Upon termination of employment for reasons other than a distributable event, nonvested matching contributions are forfeited at the time of distribution. Nonvested Company contributed Series E Preferred Stock and shares of Company common stock that are forfeited were used to reduce future contributions by the Company. At December 31, 1997, 3,308 forfeited shares of Series E Preferred Stock were held by the Plan for future matching contributions; the Plan held zero forfeited shares at December 31,1998 as the ESOP was liquidated during 1998. After a participant's shares of common stock contributed by the Company had been held for at least twenty-four months, the participant could elect to reinvest these shares in any of the Funds. Participants who reached the age of fifty- nine and one-half years or who are subject to certain distributable events could, at any time, transfer amounts allocated to their individual ESOP accounts or shares of common stock contributed by the Company to these other investment funds, subject to certain restrictions. Participants may withdraw their contributions and the earnings thereon, subject to certain -8- limitations set forth in the Plan. Certain withdrawals are subject to federal and state income taxes and penalties as required by the Internal Revenue Service ("IRS"). Participants may borrow up to fifty percent or $50,000 of their vested balance, whichever is less (subject to certain limitations set forth in the Plan), excluding their investment in the Mutual Benefit Fund (see Note 4 - Mutual Benefit Fund), for terms not exceeding five years, subject to acceleration under certain circumstances. The interest rate charged on loans is based upon a nationally published prime rate in effect at the beginning of the month in which the loan application is accepted. Participants are entitled to a distribution of all vested amounts upon termination of employment with the Company. Participants may elect to receive a lump sum payment or, under certain circumstances set forth in the Plan, installment payments, starting no later than April 1 of the year following the attainment of age seventy and one-half years. Participants receiving distributions from the Common Stock Fund or from their ESOP accounts may elect to receive such distributions in the form of whole shares of common stock, with fractional shares distributed in cash, or entirely in cash. Amounts attributable to a participant's interest in all other funds are distributed in cash. The Plan has entered into a trust agreement permitting the commingling of plan assets with those of other plans offered by the Employers in the Inland Steel Industries Master Trust (the "Master Trust"). Description of the Series E Preferred Stock - ------------------------------------------- Shares of Series E Preferred Stock entitled holders to cumulative annual dividends of $3.523 per share, payable semi-annually. The Series E Preferred Stock shares were convertible at the option of the holder into shares of the Company's common stock on a one-for-one basis, subject to certain adjustments. The Company could, at its option, redeem all or any portion of the Series E Preferred Stock at specified prices, but not less than $48.594 per share, plus all accrued and unpaid dividends to the redemption date. Holders of Series E Preferred Stock were entitled to preference on distribution of Company assets over holders of Company common stock or any other class or series of stock junior to the Series E Preferred Stock. Administration - -------------- The Plan is administered by the Plan Committee ("Committee"), which consists of certain officers of the Company appointed by the Company's Board of Directors. LaSalle National Bank serves as trustee of the Common Stock Fund and -9- served as trustee of the ESOP Preferred Stock Fund. Fidelity Management Trust Company ("Fidelity") is Trustee under the Plan with responsibility for administering, holding and investing certain assets of the Plan. The costs of certain administrative and investment services provided by Fidelity are paid from participants' accounts or assets within the appropriate investment option, as applicable. This description summarizes major provisions of the Plan and is provided for general information purposes only. It does not cover all provisions, limitations and exclusions of the Plan. A full copy of the Plan and additional information about the Plan may be requested from the Plan Administrator. Plan Amendments - --------------- The amendment dated December 17, 1997 (effective January 1, 1998) provided for the transfer of account balances (including participant loan balances and allocated ESOP accounts) to the RT Plan as well as for any future transfers of employees. Refer to Note 3 for more details. The amendment dated July 14, 1998 (effective June 15, 1998), provided that, to the extent that the ESOP trustee, LaSalle National Bank, does not receive timely instructions from a participant (or beneficiary) with respect to the tender or exchange of shares of Company Stock (of whatever class) credited to the participant's account, the ESOP trustee will exercise its own discretion in determining whether or not to tender or exchange such shares. The amendment also provided for the spin-off of the account balances and related account restrictions, including the restrictions on investment in the Inland Steel Industries Stock Fund, of participants of ISC and certain affiliates. The amendment dated November 5, 1998 (effective November 9, 1998), terminated the ESOP component of the plan. Refer to Note 3 for more details regarding this termination. The amendment dated December 22, 1998 (effective December 31, 1998 - the "Plan Merger Date") provides for the merger of the RT Plan with and into the Plan. Refer to Note 3 for more details regarding this merger. A further amendment, as disclosed in Note 10, dated January 13, 1999 (effective January 1, 1999), renamed the Plan as the "Ryerson Tull Savings Plan". -10- NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: - --------------------------------------------------- Basis of accounting - ------------------- The Plan's financial statements have been prepared on the accrual basis of accounting. Use of estimates - ---------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and related notes to financial statements. Changes in such estimates may affect amounts reported in future periods. Investments and investment income - --------------------------------- Investments in Inland Steel Industries common stock are valued at the last reported sales price on the last business day of the year. Series E Preferred Stock was valued at $48.594 per share, as determined by an independent appraiser, plus accrued dividends. The Stable Value Fixed Income Fund consists of unallocated investment contracts with various insurance companies and pooled investment funds held by Fidelity. The unallocated investment contracts earned a fixed rate of return ranging from 5.52 percent to 7.90 percent in 1998 and are stated at contract value plus interest earned to date. All unallocated investment contracts individually represent less than five percent of the Plan's net assets at December 31, 1998 and 1997. The pooled investment funds, which consist of money market funds, are valued at cost plus interest earned to date, which approximates market value. See Note 4 and Note 5 for a description of the accounting treatment with respect to the Mutual Benefit Fund and the Confederation Life contract, respectively. The Fidelity Spartan U.S. Equity Index Portfolio is a pooled investment fund which invests in various common stocks. The net assets of this fund are valued at the closing market price on the last business day of the year for the individual securities held in the portfolio. The Fidelity Retirement Government Money Market Portfolio consists of short term obligations issued or guaranteed by the U.S. Government. The assets in the fund are stated at cost plus interest, which approximates market value. The Fidelity Asset Manager Fund is an asset-allocation fund which consists of a mix of short-term instruments, bonds and equities. The net assets of the fund are valued at the closing market price on the last business day of the year for the individual assets held in the portfolio. The Fidelity Magellan Fund consists of common stock and securities that are convertible into common stock. The net assets of the fund are valued at the closing market price on the last business day of the year for the individual assets held in the portfolio. -11- The Warburg Pincus Emerging Growth Fund invests in domestic common stocks of small and medium sized companies. The net assets of the fund are valued at the closing market price on the last business day of the year for the individual assets held in the portfolio. The Warburg Pincus International Equity Fund invests in international equity securities. The net assets of the fund are valued at the closing market price on the last business day of the year for the individual assets held in the portfolio. The following investment options become available to participants on December 31, 1998: The Conservative Investment Strategy Fund invests in a set combination of investment options primarily consisting of the Fidelity U.S. Bond Index Fund and the Stable Value Fixed Income Fund. The net assets of this fund are valued at the closing price of the various mutual funds that comprise this portfolio. The Moderate Investment Strategy Fund invests in a set combination of investment options primarily consisting of the Vanguard Index Trust Growth Portfolio, Fidelity U.S. Bond Index Fund and the Stable Value Fixed Income Fund. The net assets of this fund are valued at the closing price of the various mutual funds that comprise this portfolio. The Aggressive Investment Strategy Fund invests in a set combination of investment options primarily consisting of the Vanguard Index Trust Growth Portfolio, Fidelity Equity-Income Fund and Fidelity U.S. Bond Index Fund. The net assets of this fund are valued at the closing price of the various mutual funds that comprise this portfolio. The Franklin Small Cap Growth Fund invests primarily in common stock of companies with market capitalizations of less than $1 billion at the time of investment. The net assets of the fund are valued at the closing market price on the last business day of the year for the individual assets held in the portfolio. The MAS Mid Cap Value Portfolio invests primarily in common stock of companies with market capitalizations between $500 million and $3 billion. The net assets of the fund are valued at the closing market price on the last business day of the year for the individual assets held in the portfolio. The Vanguard Index Trust-Growth Portfolio invests in growth equities and has a moderate to aggressive overall risk level. The net assets of the fund are valued at the closing market price on the last business day of the year for the individual assets held in the portfolio. The Fidelity Diversified International Fund invests primarily in foreign equities. The net assets of the fund are valued at the closing market price on the last business day of the year for the individual assets held in the portfolio. Realized gains and losses on investment transactions are calculated using the current value method. Under the current value method, realized gains and losses on investments sold are calculated as sales proceeds less an adjusted cost representing current value at the beginning of the year or acquisition cost if acquired during the year. -12- In accordance with the policy of stating investments at fair market value, the net unrealized appreciation or depreciation of the market value of investments for the year, if any, is reflected in the Statement of Changes in Net Assets Available for Plan Benefits. Unrealized gains or losses are calculated as the current value of investments held at the end of the year less their current value at the beginning of the year or acquisition cost if acquired during the year. Interest income is accrued as earned, and dividend income is recorded as of the record date. Allocation of Master Trust assets and transactions - -------------------------------------------------- In order to preserve, for participating plans, an interest in the combined assets of the Master Trust, Fidelity, the trustee, determines computed shares in the Master Trust for each plan. Current month's Master Trust investment transactions are allocated based on each plan's computed share in the Master Trust at the end of the prior month, adjusted for current month's contributions less payments to participants. These allocated amounts are then added to or subtracted from the prior month's computed shares, as adjusted, to determine computed shares at the end of the month. Master Trust investment transactions allocated to the Plan include dividend and interest income, gains and losses on sales of investments, unrealized appreciation or depreciation of investments, and administrative expenses. At December 31, 1998, due to the merger with the RT Plan, the net assets of the Plan comprise 100% of the assets held in the Master Trust. Contributions and withdrawals - ----------------------------- Until termination of the ESOP and the concomitant repayment of the ESOP Notes, the Employers contributed, at a minimum, an amount at least equal to the principal and interest payments due on the Notes of the ESOP Trust less any preferred dividends (see Note 6). These contributions were used for payments of principal and interest and were not allocated to participants' account. The Employers' matching contributions, allocated to participants' accounts, were in the form of ESOP or common shares. Contributions are recorded in the period accrued by the Company. After termination of the ESOP, all Employer contributions were made in cash and allocated to participants' accounts. Withdrawals and transfers are valued as of the close of the business day in which they occur. Administrative expenses - ----------------------- Certain trustee fees, certain recordkeeping fees, certain legal fees and the investment management fees of all funds except the ESOP Fund and the Common Stock Fund are paid by the Plan. All other management fees and administrative expenses of the Plan are paid by the Company. -13- NOTE 3 - PLAN SPIN-OFFS, MERGERS AND OTHER SIGNIFICANT ACTIVITY: - --------------------------------------------------------------- Effective as of January 1, 1998, the assets and liabilities under the profit sharing and stock bonus portion of the Plan attributable to employees of Ryerson Tull, Inc. and its subsidiary Joseph T. Ryerson & Sons, Inc., were spun-off to the RT Plan. The spin-off did not affect the leveraged ESOP component. All unallocated suspense account shares and all liability for the outstanding ESOP loan under the Plan were retained by the Plan, and no portion of such suspense account shares or ESOP debt was transferred to the RT Plan. The fair market value of assets including outstanding participant and loans transferred to the RT Plan amounted to $106,894,318. Effective as of July 16, 1998, the portion of the Plan consisting of account balances (including any outstanding loan balances) of ISC Employees (as such term is defined in the Agreement and Plan of Merger among the Company, ISC, Ispat and Inland Merger Sub, Inc., dated as of May 27, 1998 - the "Merger Agreement"), was spun-off. The spun-off plan (which is known as the "Ispat Inland Savings Plan") is being continued with ISC as its plan sponsor. Effective as of the closing date of the merger, the shares of Series E Preferred Stock attributable to the account balances of ISC employees under the Plan were redeemed in accordance with the Certificate of Designation by the Company and the proceeds thereof, together with the other assets attributable to the ISC Employees, were spun off to the Inland Steel Company Savings Plan. The total assets of the funds transferred to ISC were $514,582,087, which includes the redemption of the shares of ISC employees of the Series E Preferred stock, including accrued dividends and a redemption premium related to these shares. Effective November 9, 1998, the ESOP was terminated. The entire amount of the redemption proceeds attributable to Series E Preferred stock held in the ESOP suspense account, totaling $63.4 million, was applied to repayment of the outstanding ESOP debt. Pursuant to a guarantee of the ESOP debt, the Company paid $39.7 million, to the ESOP note holders to compensate them for prepayment of the ESOP notes (see Note 6). The entire amount of the redemption proceeds attributable to Series E Preferred shares previously released from the ESOP suspense account was transferred to Fidelity as Plan trustee and invested in the Fidelity Retirement Government Money Market Portfolio. Thereafter, participants could elect to have any portion for their account balances so invested or transferred to any one or more of the other investments options maintained under the Plan. Effective as of December 31, 1998 (the "Plan Merger Date"), the RT Plan was merged with and into the Plan. Each individual who was a "Participant" in the RT Plan became a participant in the Plan effective as of the Plan Merger Date, and each entity that is an "Employer" under the RT Savings Plan immediately prior to the Plan Merger Date became an Employer under the Plan. Any amount not previously allocated to participants' accounts under the Plan was allocated, as of December 31, 1998, as an employer contribution in accordance with the terms of the Plan as amended to reflect the Plan Merger. The fair market value of assets (including participant loans) transferred from the RT Plan amounted to $128,923,920. -14- NOTE 4 - MUTUAL BENEFIT FUND: - ---------------------------- The Plan maintains an unallocated investment contract with Mutual Benefit Life Insurance Company ("Mutual Benefit"). This contract was initially purchased in January 1989 as an investment of the Fixed Income Investment Fund. The stated terms of the contract include an interest rate of 8.75 percent per annum, with interest paid annually each December 31, and scheduled maturities of fifty percent of the contract value at September 30, 1991 and the remaining balance of the contract value plus any unpaid interest at March 31, 1992. On July 16, 1991, Mutual Benefit was placed under rehabilitation directed by New Jersey insurance regulators and policy withdrawals and redemptions were suspended pending completion of this plan. Consequently, none of the scheduled maturity payments of the Plan's contract with Mutual Benefit have been received. Interest on the contract through December 31, 1990 has been received. In response to Mutual Benefit being placed under rehabilitation, the Plan was amended, effective July 1, 1991, to segregate the carrying value of the Mutual Benefit contract, including accrued interest determined in accordance with the terms of the Mutual Benefit contract through June 30, 1991, into a separate fund, called the Mutual Benefit Fund. The amount credited to each participant's Mutual Benefit account was equal to the participant's proportionate interest in the carrying value of the Mutual Benefit Fund at June 30, 1991. No contributions, withdrawals, loans or transfers to or from the Mutual Benefit Fund are permitted, except in certain circumstances as described below. Loans, withdrawals and transfers are limited to the participants' vested balances in the Plan, as defined by the Plan, excluding the participants' balances in the Mutual Benefit Fund. In November 1993, the Mutual Benefit rehabilitation plan was approved by the courts and in January 1994, the rehabilitation plan was finalized. In accordance with the terms of the rehabilitation plan, during March 1994, Plan participants were given the option of withdrawing their interests in the Mutual Benefit Fund at a reduced value (the "opt-out election") or participating in the rehabilitation plan (the "opt-in election"). Such withdrawal payments were made in September 1994 through a transfer to participants' Stable Value Fixed Income Fund accounts. Participants who chose the opt-in election will be entitled to their full principal balance plus accrued interest, but will not receive any cash payments, except under certain circumstances, until after the end of the Rehabilitation Period on December 31, 1999. Opt-in participants have been credited with the contract interest rate of 8.75 percent for 1991, 4.0 percent for 1992, 3.5 percent for both 1993 and 1994, 3.55 percent for 1995, 5.75 percent for 1996, 6.35 percent for 1997 and 9.75 percent for 1998. Interest rates for future years will be determined annually based on the investment results of Mutual Benefit. At December 31, 1999, account balances attributed to opt-in participants are to be paid out, however, the Company was notified that a payout of the Mutual Benefit Funds may occur during 1999, exclusive of residual surplus settlement proceeds related to pending litigation. The principal and interest on the Mutual Benefit contract is reinsured by a group of insurance -15- companies led by Metropolitan Life Insurance Company and Prudential Life Insurance Company. The carrying value of the portion of the Mutual Benefit contract related to the opt-in participants has not been reduced for any potential loss relating to this contract. At December 31, 1998, the carrying value of the Mutual Benefit Fund in the accompanying financial statements reflects the July 16, 1991 contract value, plus accrued interest through December 31, 1998 under the terms of the rehabilitation plan. It may be possible under the rehabilitation plan for the Plan to withdraw its participation in the Mutual Benefit contract. However, the amounts to be received from such withdrawal would be based on the liquidation value of Mutual Benefit assets at that time. In 1998, Mutual Benefit announced that such withdrawals may be at contract value, plus accrued interest, without the payment of any fee. Mutual Benefit may also permit individual participant withdrawals for retired participants, certain hardships, death or disability. However, the availability and amount of such withdrawals could only be determined upon the submission of a request to Mutual Benefit and its subsequent review of that request. Certain unsecured creditors of Mutual Benefit challenged the rehabilitation plan shortly after its approval. In 1996, a settlement agreement was reached with the majority of these unsecured creditors, thereby reducing the possibility of the rehabilitation plan being overturned and any resulting adverse effects on the value of the Mutual Benefit Account. NOTE 5 - CONFEDERATION LIFE: - --------------------------- The Plan maintained an unallocated insurance contract with Confederation Life Insurance Company ("Confederation Life"). This contract was initially purchased as an investment of the Stable Value Fixed Income Fund in February 1993. The stated terms of the contract included an interest rate of 6.08 percent per annum, with interest paid annually each February, and a scheduled maturity of January 1, 1998. In August 1994, following the placement of Confederation Life's Canadian operations under the regulatory control of the Canadian government, Michigan insurance regulators filed an order of rehabilitation against the U.S. Branch of Confederation Life Insurance Company. In response to the seizure of Confederation Life, the trustee and investment manager of the Stable Value Fixed Income Fund (Fidelity) suspended the accrual of interest for the period August 12, 1994 to August 31, 1994 and, effective September 1, 1994, resumed interest accruals at an annual effective rate of 2.00 percent. The contract was not segregated from the Stable Value Fixed Income Fund and participants continued to have the right to make contributions, loans, transfers, and withdrawals to and from this fund. In October 1996, the Confederation Life rehabilitation plan was approved by the courts and in November 1996, the rehabilitation plan was finalized. The carrying value of the Confederation Life contract in the accompanying financial statements reflects the principal amount of the contract of $5,000,000 plus accrued interest of $296,018 for the year ended December 31, 1996, in accordance with the terms stated above. The carrying value represented Fidelity's best estimate of the fair market value of this contract based on the -16- financial information available as of December 31, 1996. In accordance with the rehabilitation plan, during March 1997, the Plan elected to receive its contract payments including accrued interest in installments commencing in April 1997. As of May 30, 1997, the Plan had received contract payments totaling $5,908,981 from Confederation Life and state guaranty associations. Additional payments are expected to be minor. The excess of the contract payments received as compared to the carrying value of the Confederation Life contract at December 31, 1996 is due to the rate at which interest was accrued by the Plan and was recognized as income over a twelve month period extending into 1998. NOTE 6 - NOTES PAYABLE: - ---------------------- In July 1989, the Company and ISC, then a wholly owned subsidiary of the Company, provided loans to the ESOP Trust of $146,913,160 and $3,086,800, respectively. The ESOP Trust used the proceeds of these loans to purchase 3,086,800 leveraged shares of Series E Preferred Stock from the Company. In September 1990, the ESOP Trust refinanced its loan from the Company through the private placement of notes totaling $146,913,160 with eighteen lenders. The notes were payable in semi-annual installments through July 2004, with an initial average interest rate of 8.65 percent per annum, and were guaranteed by Joseph T. Ryerson & Son, Inc., then a wholly owned subsidiary of the Company. The note due to ISC was repaid in installments during 1990 and 1991. The ESOP loans were pre-paid in full on November 9, 1998. Interest and principal payments made by the ESOP Trust were funded by dividends paid by the Company on leveraged shares of the Series E Preferred Stock and additional contributions made by the Company. From time to time, the Company elected to provide additional shares of nonleveraged Series E Preferred Stock to the ESOP Trust to cover employee matching requirements not covered by the release of shares through scheduled principal and interest payments by the ESOP Trust on its outstanding notes. Cash held by the ESOP Trust at December 31, 1997 of $5,327,757, was used for payment of principal and interest due on the Notes Payable of the ESOP Trust. The remaining cash held by the ESOP Trust of $250,014 at December 31, 1997, was used to purchase additional shares of nonleveraged Series E Preferred Stock that were allocated to participants' accounts. Cash balance at December 31, 1998 was zero due to the termination of ESOP during 1998. NOTE 7 - TAX STATUS OF THE PLAN: - ------------------------------- On March 18, 1997, the IRS issued a favorable determination letter conditioned upon the adoption of a technical amendment with respect to the qualified tax status of the Plan, as amended, as of September 9, 1996. Such technical amendment was adopted by the Plan subsequent to March 18, 1997. The Plan's tax counsel believes that the Plan is designed in compliance with the applicable requirements of the Internal Revenue Code. The Plan Administrator believes that the Plan is being operated in compliance with the applicable requirements of the Internal Revenue Code. -17- NOTE 8 - PLAN TERMINATION: - ------------------------- The Company anticipates that the Plan will continue, but reserves the right to terminate the Plan at any time. Upon termination of the Plan, all amounts allocated to the participants' accounts, including all employer matching contributions, shall vest immediately. The Trustees shall then direct the method and manner of distribution of the Plan's assets to participants or their beneficiaries. NOTE 9 - THE MASTER TRUST: - ------------------------- As described in Note 1, the Plan's trust agreement permits the commingling of Plan assets in the Master Trust with those of other plans offered by the Employers. Fidelity determines the Plan's proportionate share of trust assets and related changes in trust assets, as described in Note 2, and such amounts are reflected in the Plan's statements of net assets available for benefits and of changes in net assets available for benefits. At December 31, 1998, the Plan's interest in the total investment assets of the Master Trust was 100%. The following table presents the net assets held by the Master Trust as of December 31, 1998:
1998 ---- Investments at fair market value: Interest bearing cash $ 147,119 Pooled investment funds 131,572,472 Common stock 1,316,280 Guaranteed investment contracts 46,199,972 Participant loans 3,878,432 ------------ Net assets held by the Master Trust $183,114,275 ============
-18- The following table presents net investment income for the Master Trust for the year ended December 31, 1998:
1998 ---- Net appreciation in fair value of investments $52,715,772 Dividends 15,055,944 Interest 12,077,787 ----------- Total investment income 79,849,503 ----------- Participant benefits 33,332,990 Administrative expenses 333,822 Interest Expense 6,624,397 ----------- Total expenses 40,291,209 ----------- Net investment income $39,558,294 ===========
The following table presents the changes in the net appreciation or depreciation in fair value of investments (including gains and losses on investments sold during the year and unrealized gains and losses on investments purchased and held during the year) held by the Master Trust for the year ended December 31, 1998: 1998 ---- Common stock $ 7,870,333 Pooled investment funds 44,845,439 ----------- Net appreciation in fair value of investments $52,715,772 ===========
NOTE 10 - SUBSEQUENT EVENTS: - --------------------------- Effective as of January 1, 1999, via a plan amendment, the Plan was renamed as the "Ryerson Tull Savings Plan" for periods after December 31, 1998. On November 17, 1998 Inland Engineered Material Corporation, a subsidiary of the Company, was sold. The employees employed by the Inland Engineered Material Corporation had their Plan assets (approximately $2 million) transferred from the Plan to the to Engineered Metal Corporation Savings Plan (the purchasing parties saving plan) in February 1999. -19- SCHEDULE 1 ----------- INLAND STEEL INDUSTRIES THRIFT PLAN ASSETS HELD FOR INVESTMENT AT PLAN YEAR-END DECEMBER 31, 1998
Identity of issue, borrower, Description of investment including Current lessor or similar party maturity date, rate of interest Cost Value - ------------------------ -------------------------------- --------------- ----------- Cash held by Common Stock Fund 35,419 35,419 Receivables - ----------- Loans to participants* 3,727,567 3,727,567 Contributions receivable 150,865 150,865 --------------- ----------- Sub-total - Receivables 3,878,432 3,878,432 --------------- ----------- Corporate Stocks - Common - ------------------------- Inland Steel Industries, Inc.* 84,596 shares common stock 2,262,741 1,427,980 --------------- ----------- Interest in Pooled Investment Funds - ----------------------------------- Fidelity Short-term Investment Fund* 12,596,295 12,596,295 Fidelity Spartan U.S. Equity Index Portfolio* 748,629 shares in pooled investment fund 26,776,359 32,909,731 Fidelity Retirement Government Money Market* 26,743,662 shares in pooled investment fund 26,743,661 26,743,660 Fidelity Asset Manager* 1,111,013 shares in pooled investment fund 18,645,748 19,320,522 Fidelity Magellan Fund* 236,599 shares in pooled investment fund 26,954,499 28,585,937 Fidelity Equity Income 4,941 shares in pooled investment fund 268,909 274,449 Fidelity Diversified International Fund 22,539 shares in pooled investment fund 394,183 399,389 Franklin Small Cap Value Fund 14,024 shares in pooled investment fund 293,816 316,520 MAS Mid Cap Value Fund 14,401 shares in pooled investment fund 284,501 298,091 Vanguard Growth Index Fund 69,511 shares in pooled investment fund 2,032,273 2,201,428 Conservative Strategy Fund 19,291 shares in pooled investment fund 199,328 202,176 Moderate Strategy Fund 53,724 shares in pooled investment fund 547,418 573,771 Aggresive Strategy Fund 104,417 shares in pooled investment fund 1,088,120 1,151,721 Warburg Pincus Emerging Growth Fund 101,395 shares in pooled investment fund 3,992,040 4,052,777 Warburg Pincus International Equity Fund 109,387 shares in pooled investment fund 2,010,787 1,946,004 --------------- ----------- Sub-total - Interest in Pooled Investment Funds 122,827,937 131,572,471 --------------- -----------
Identity of issue, borrower, Description of investment including Current lessor or similar party maturity date, rate of interest Cost Value - ------------------------ ------------------------------- --------- --------- Unallocated Investment Contracts - -------------------------------- Bankers Trust Synthetic MBS Contract, due on various maturity 979,859 979,859 dates through 11/26/99, 6.06% CDC Capital Inc Investment Contract, due on various maturity 2,184,454 2,184,454 dates through 1/4/00, 7.78% CDC Capital Inc Investment Contract, due on various maturity 422,879 422,879 dates through 8/15/01, 6.46% Chase Manhattan Bank Synthetic ABS Contract, due on various maturity 1,058,975 1,058,975 dates through 6/17/02, 7.40% Combined Insurance Investment Contract, due on various maturity 1,297,266 1,297,266 dates through 3/31/99, 6.12% Combined Insurance Investment Contract, due on various maturity 495,911 495,911 dates through 2/28/03, 6.35% Deutsche Bank Synthetic ABS Contract, due on various maturity 1,356,015 1,356,015 dates through 5/10/02, 6.57% Deutsche Bank Synthetic ABS Contract, due on various maturity 223,209 223,209 dates through 11/15/99, 6.08% Deutsche Bank Synthetic ABS Contract, due on various maturity 1,348,715 1,348,715 dates through 8/15/03, 6.54% Deutsche Bank Synthetic MBS Contract, due on various maturity 69,075 69,075 dates through 1/15/99, 5.56% John Hancock Mutual Investment Contract, due on various maturity 1,914,294 1,914,294 dates through 4/16/02, 7.03% Life of Virginia Investment Contract, due on various maturity 1,102,874 1,102,874 dates through 11/15/02, 6.03% Lincoln National Investment Contract, due on various maturity 2,681,661 2,681,661 dates through 1/4/00, 5.85%
Identity of issue, borrower, Description of investment including Current lessor or similar party maturity date, rate of interest Cost Value - --------------------------- ------------------------------- ------------ ----------- Unallocated Investment Contracts (Cont.) - --------------------------------------- Metropolitan Life Investment Contract, due on various maturity 984,923 984,923 dates through 6/1/99, 6.42% Monumental Life Insurance Investment Contract, due on various maturity 1,241,738 1,241,738 on 9/28/00, 6.77% Monumental Life Insurance Investment Contract, due on various maturity 990,078 990,078 dates through 7/31/00, 6.67% Monumental Life Insurance Synthetic MBS Contract, due on various maturity 2,148,424 2,148,424 dates through 7/25/01, 7.68% Monumental Life Insurance Synthetic MBS Contract, due on various maturity 528,039 528,039 dates through 3/26/01, 6.16% Monumental Life Insurance Synthetic MBS Contract, due on various maturity 1,615,155 1,615,155 dates through 3/15/01, 5.81% Monumental Life Insurance Synthetic MBS Contract, due on various maturity 485,742 485,742 dates through 3/15/01, 5.81% Morgan Guaranty Synthetic ABS Contract, due on various maturity 669,335 669,335 dates through 5/15/03, 5.92% Morgan Guaranty Synthetic ABS Contract, due on various maturity 1,827,968 1,827,968 dates through 8/15/00, 7.85% Morgan Guaranty Synthetic MBS Contract, due on various maturity 2,126,934 2,126,934 dates through 1/15/01, 7.90% Mutual Benefit Life Insurance Company Group Annuity Contract GA-5016-002 2,930,962 2,930,962 original maturity schedule for two installments due on 9-01-91 and 3-31-92, original interest 8.75% New York Life Investment Contract, due on various maturity 1,671,214 1,671,214 dates through 11/19/01, 6.88% Ohio National Investment Contract, due on various maturity 1,194,179 1,194,179 dates through 4/10/01, 7.02%
Identity of issue, borrower, Description of investment including Current lessor or similar party maturity date, rate of interest Cost Value - -------------------------- ------------------------------- ------------ ------------ Unallocated Investment Contracts (Cont.) - ---------------------------------------- Principal Mutual Investment Contract, due on various maturity 1,018,154 1,018,154 dates through 7/2/01, 7.15% Principal Mutual Investment Contract, due on various maturity 557,005 557,005 dates through 12/31/00, 7% Principal Mutual Investment Contract, due on various maturity 1,257,534 1,257,534 dates through 8/30/01, 7.23% Safeco Life Insurance Investment Contract, due on various maturity 1,093,360 1,093,360 dates through 8/31/00, 7.09% State Street Bank Synthetic ABS Contract, due on various maturity 660,286 660,286 dates through 6/25/03, 6.10% State Street Bank Synthetic ABS Contract, due on various maturity 679,151 679,151 dates through 7/15/02, 5.89% State Street Bank Synthetic ABS Contract, due on various maturity 691,671 691,671 dates through 9/25/00, 5.85% State Street Bank Synthetic Corporate Contract, due on various maturit 670,150 670,150 dates through 1/16/01, 5.52% State Street Bank Synthetic MBS Contract, due on various maturity 671,162 671,162 dates through 4/15/03, 5.89% State Street Bank Synthetic MBS Contract, due on various maturity 793,846 793,846 dates through 4/15/03, 6.21% Transamerica Life Insurance Synthetic ABS Contract, due on various maturity 585,616 585,616 dates through 3/6/02, 5.81% Transamerica Life Insurance Synthetic MBS Contract, due on various maturity 413,136 413,136 dates through 2/17/04, 5.79% Transamerica Occidental Investment Contract, due on various maturity 1,190,427 1,190,427 dates through 2/12/01, 6.89% Identity of issue, borrower, Description of investment including Current lessor or similar party maturity date, rate of interest Cost Value - --------------------------- ----------------------------------- ---- ------- Unallocated Investment Contracts (Cont.) - ---------------------------------------- UBS AG Synthetic ABS Contract, due on various maturity 441,394 441,394 dates through 4/15/02, 6.78% UBS AG Synthetic ABS Contract, due on various maturity 772,538 772,538 dates through 8/15/02, 6.82% UBS AG Synthetic ABS Contract, due on various maturity 1,154,665 1,154,665 ---------- ----------- dates through 9/20/01, 6.36% Sub-total - Unallocated Investment Contracts 46,199,973 46,199,973 ---------- ----------- Total Assets 175,204,502 183,114,275 =========== ===========
* Permitted party in interest transaction. SCHEDULE II --------------- INLAND STEEL INDUSTRIES THRIFT PLAN ----------------------------------- AGGREGATE TRANSACTIONS INVOLVING AN AMOUNT IN EXCESS OF 5% OF THE CURRENT VALUE OF PLAN ASSETS FOR THE YEAR ENDED DECEMBER 31, 1998 ------------------------------------------------
Expense incurred Identify of party Number of Purchase Number of Selling Lease with involved Description of asset Purchases price Sales price rental transaction - ------------------------- ----------------------- ----------- ----------- ----------- ------------ -------- ------------- Series of Transactions - ------------------------- with the Same Party - ------------------------- Fidelity Management Stable Value 213 $35,540,815 - - Trust Company Fixed Income Fund 194 $253,340,215 - - Fidelity Management ESOP Fund 142 3,368,221 - - Trust Company 135 62,819,460 - - Fidelity Management Inland Steel Stock 156 6,718,594 - - Trust Company 149 26,862,945 - - Fidelity Management Fidelity Magellan 196 8,324,407 - - Trust Company 158 78,473,296 - - Fidelity Management Fidelity Asset 184 8,501,634 - - Trust Company Manager 154 70,117,647 - - Fidelity Management Spartan U.S. 208 14,952,671 - - Trust Company Equity Index 171 114,406,762 - - Fidelity Management Mutual Benefit 33 774,996 - - Trust Company Fund 26 14,091,270 - - Identify of party Cost of Net gain involved asset or (loss) - ------------------------- --------------- -------------- Series of Transactions - ------------------------- with the Same Party - ------------------------- Fidelity Management $ 35,540,815 - Trust Company 253,340,215 - Fidelity Management 3,368,221 - Trust Company 48,393,921 $14,425,539 Fidelity Management 6,718,594 - Trust Company 24,602,966 2,259,979 Fidelity Management 8,324,407 - Trust Company 56,177,458 22,295,838 Fidelity Management 8,501,634 - Trust Company 57,033,157 13,084,490 Fidelity Management 14,952,671 - Trust Company 66,312,730 48,094,032 Fidelity Management 774,996 - Trust Company 14,091,270 -
25 SIGNATURES Ryerson Tull Savings Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. RYERSON TULL SAVINGS PLAN ------------------------- (Name of Plan) Date: June 24, 1999 By: TERENCE R. ROGERS ------------------------------- Terence R. Rogers Treasurer and Member of Ryerson Tull Savings Plan Committee Index to Exhibits
Exhibit Number Description ------ ---------------------------------- 23 Consent of Independent Accountants
EX-23 2 CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-32504) and Post-Effective Amendment No. 1 to Form S-8 Registration Statement (No. 33-1329) of Ryerson Tull, Inc. of our report dated June 18, 1999 relating to the financial statements, which appears on this Form 11-K. PRICEWATERHOUSECOOPERS LLP Chicago, Illinois June 25, 1999 -----END PRIVACY-ENHANCED MESSAGE-----