-----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, R/UHXC/bcBXRS0jAuapG8VWbNKpzjwx/S/2FcSM9pUwyeyMoQRBxKiGL04rYxchJ /THbWtV1hd9r8wIiITbQ5w== 0000950172-04-000812.txt : 20040401 0000950172-04-000812.hdr.sgml : 20040401 20040401150935 ACCESSION NUMBER: 0000950172-04-000812 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040401 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RYERSON TULL INC /DE/ CENTRAL INDEX KEY: 0000790528 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-METALS SERVICE CENTERS & OFFICES [5051] IRS NUMBER: 363425828 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09117 FILM NUMBER: 04709310 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 ryer8k.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 April 1, 2004 (Date of earliest event reported) RYERSON TULL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 1-9117 36-3425828 (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification Incorporation) Number) 2621 West 15th Place, Chicago, Illinois 60608 (Address of Principal Offices, including zip code) (773) 762-2121 (Registrant's telephone number, including area code) Item 5. Other Events AMENDMENT AND RESTATEMENT OF RIGHTS AGREEMENT On April 1, 2004, the Board of Directors of Ryerson Tull, Inc. (the "Company"), approved an amendment and restatement (the "Restatement") of the Rights Agreement, as amended and restated as of December 10, 1998 and further amended and restated as of September 22, 1999, between the Company and The Bank of New York (the "Rights Agent"), as successor Rights Agent to Harris Trust and Savings Bank (the "Rights Agreement"). The Restatement removes provisions in the Rights Agreement that provided that, during the six month period following a change of control of the Board of Directors of the Company (resulting in a majority of the Board of Directors being comprised of persons who were not nominated by the Board of Directors in office immediately prior to such election) that occurs within nine months after an unsolicited third party acquisition or business combination proposal, the Rights would only be redeemable by the Board of Directors either (1) if they have followed certain prescribed procedures or (2) in any other case, provided that, if in any such other case their decision regarding redemption and any acquisition or business combination is challenged as a breach of fiduciary duty of care or loyalty, the directors can establish the entire fairness of such decision without the benefit of any business judgment rule or other presumption. The foregoing description of the Restatement does not purport to be complete and is qualified in its entirety by reference to the amended and restated Rights Agreement which is attached hereto as an exhibit and incorporated herein by reference. Item 7. Exhibits 4.1 Rights Agreement, as amended and restated as of April 1, 2004, between the Company and The Bank of New York, as successor Rights Agent to Harris Trust and Savings Bank (incorporated herein by reference to the Form 8-A/A-3 of the Company, filed on April 1, 2004). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RYERSON TULL, INC. Dated: April 1, 2004 By: /s/ Joyce E. Mims --------------------------- Name: Joyce E. Mims Title: Vice President and General Counsel EXHIBIT INDEX Exhibit Number Description 4.1 Rights Agreement, as amended and restated as of April 1, 2004, between the Company and The Bank of New York , as successor Rights Agent to Harris Trust and Savings Bank (incorporated herein by reference to the Form 8-A/A-3 of the Company, filed on April 1, 2004). -----END PRIVACY-ENHANCED MESSAGE-----