-----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, Qkn5XSaAPXFkhgAX2jAlxehHJln1se5JBSp5XIOl4Cog/B9kWfc5Xqxsd5NtkXWQ 107A5XqlW9eJrZvVFkXMXw== 0000950172-99-001462.txt : 19991022 0000950172-99-001462.hdr.sgml : 19991022 ACCESSION NUMBER: 0000950172-99-001462 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990922 ITEM INFORMATION: FILED AS OF DATE: 19991021 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/A SEC ACT: SEC FILE NUMBER: 001-09117 FILM NUMBER: 99731940 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/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 September 22, 1999 (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) This Current Report on Form 8-K/A is being filed by Ryerson Tull, Inc. (the "Company") to amend its Current Report on Form 8-K, filed on October 6, 1999. Item 5. Other Events AMENDMENT OF RIGHTS AGREEMENT On September 22, 1999, the Board of Directors of the Company approved an amendment (the "Amendment") to the Rights Agreement, as amended and restated as of December 10, 1998, between the Company and Harris Trust and Savings Bank, as Rights Agent (the "Rights Agreement"). The Amendment, among other things, reduces the threshold beneficial ownership level of common stock which triggers the distribution and exercisability of the rights issued pursuant to the Rights Agreement (the "Rights") from 20% to 10%. As amended, if a person, together with such person's affiliates and associates, becomes the beneficial owner of 10% or more of the outstanding common stock of Ryerson Tull, the outstanding Rights (other than those held by the acquiror) become exercisable for common stock of Ryerson Tull having a value of two times the exercise price of the Right. Any person that beneficially owns 10% or more of the outstanding shares of Ryerson Tull common stock on September 22, 1999 and has publicly disclosed such ownership prior to such date will not trigger the Rights unless such person subsequently acquires additional shares resulting in its beneficial ownership of 15% or more of the outstanding shares of Ryerson Tull common stock. The Amendment also contains certain other changes relating to the reduction of the triggering threshold to 10%. The Amendment also provides 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, then the Rights will 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. AMENDMENT OF BY-LAWS On September 22, 1999, the Board of Directors of the Company also approved an amendment to its By-Laws (the "By-Law Amendment") to change the advance notice period required for shareholder proposals and nominations for election of directors from not less than 90 days nor more than 115 days prior to an annual meeting to not less than 90 days nor more than 120 days prior to the mailing date of the proxy statement for the prior year's annual meeting. Under the amended By-Laws, to be properly brought before the next annual meeting of shareholders of the Company, shareholder proposals and nominations for election of directors must be received by the Secretary no earlier than November 18, 1999 and no later than December 18, 1999. The foregoing descriptions of the Amendment and the By-Law Amendment do not purport to be complete and are qualified in their entirety by reference to the amended and restated Rights Agreement and the amended and restated By-Laws, respectively, which are exhibits hereto and incorporated herein by reference. Item 7. Exhibits 3.1 By-Laws of the Company, as amended and restated to and including September 22, 1999 (incorporated by reference to the Current Report on Form 8-K of the Company filed on October 6, 1999). 4.1 Rights Agreement, as amended and restated as of September 22, 1999, between the Company and Harris Trust and Savings Bank, as Rights Agent (incorporated herein by reference to the Form 8-A/A-2 of the Company, filed on October 5, 1999). 99.1 Press Release, dated September 22, 1999 (incorporated by reference to the Current Report on Form 8-K of the Company filed on October 6, 1999). 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: October 21, 1999 By: /s/ Joyce E. Mims ____________________________ Name: Joyce E. Mims Title: Vice President and General Counsel EXHIBIT INDEX Exhibit Number Description 3.1 By-Laws of the Registrant, as amended and restated to and including September 22, 1999 (incorporated by reference to the Current Report on Form 8-K of the Company filed on October 6, 1999). 4.1 Rights Agreement, as amended and restated as of September 22, 1999, between the Company and Harris Trust and Savings Bank, as Rights Agent (incorporated herein by reference to the Form 8-A/A- 2 of the Company filed on October 5, 1999). 99.1 Press Release, dated September 22, 1999 (incorporated by reference to the Current Report on Form 8-K of the Company filed on October 6, 1999). -----END PRIVACY-ENHANCED MESSAGE-----