8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported) July 30, 2004

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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

This Amendment No. 1 to the Current Report on Form 8-K originally filed by Ryerson Tull, Inc. on August 4, 2004 in connection with the acquisition of J&F Steel, LLC is being filed to comply with the 8-K requirements effective since August 23, 2004 to include the required disclosure under Item 2.01, Completion of Acquisition or Disposition of Assets, and the required financial information under Item 9.01, Financial Statements and Exhibits, which Financial Statements were omitted from the August 4, 2004 Form 8-K as permitted by subparagraphs (a)(4) and (b)(2) of Item 9.01.

Item 2.01 Completion of Acquisition or Disposition of Assets

On July 30, 2004, Ryerson Tull, Inc. (the “Company”), through its wholly owned subsidiary Joseph T. Ryerson & Son, Inc., acquired 100% of the equity interest of J & F Steel, LLC (“J & F”) from Arbed Americas, LLC. The execution of the definitive agreement to purchase J & F was announced on June 15, 2004. The originally announced purchase price of $55 million, including assumption of debt, was increased to approximately $55.3 million, which amount is subject to post-closing adjustment in accordance with provisions of the Purchase Agreement, dated June 14, 2004, by and among the Company, J & F Steel, LLC, Arbed Americas, LLC, Arcelor USA Holding, Inc. and Arcelor, S.A. At closing, the Company paid approximately $22.3 million in cash to Arbed Americas, LLC, repaid approximately $19.5 million of J & F Steel’s intercompany borrowings, and deposited funds in escrow to pay principal, interest and fees for redemption of the $9 Million Town of Burns Harbor, Indiana, Adjustable Rate Industrial Development Revenue Bonds, Series 1996 (J & F Steel Corporation) and $4.5 Million Georgetown Charter Township, Michigan Limited Obligation Variable Rate 7-Day Demand Industrial Development Bonds, Series 1989 (J & F Steel Corporation Project). Additional purchase cost, consisting of acquisition expenses and the post-closing adjustment, is estimated to be $3.7 million. The purchase price was determined in arms’-length negotiation with seller Arbed Americas, LLC. None of Arbed Americas, LLC and its affiliates are affiliated with any of the Company, the Company’s directors and officers, or associates of the Company’s directors and officers.

The Company’s source of funds for the acquisition were funds borrowed under its revolving credit agreement with certain of its subsidiaries, a group of 14 lenders, JP Morgan Chase Bank as Administrative Agent, Security Agent and Swingline Bank, and General Electric Capital Corporation, as Syndication Agent and Security Agent. Simultaneously with the closing of the J & F acquisition, the revolving credit agreement was amended to increase the facility from $450 million to $525 million, to extend its termination date from December 31, 2006 to July 30, 2008, to add J & F as a borrower to the facility, and to make certain conforming and technical changes to the agreement.

As a result of the acquisition of J & F, the Company acquired four carbon flat rolled processing facilities and related equipment located in Burns Harbor, IN, Memphis, TN, Middleton, OH, and Jenison, MI. The Company intends to continue use of the facilities as carbon flat rolled processing facilities. The Company’s subsidiary, Joseph T. Ryerson and Son, Inc., (“Ryerson”) has met with union representatives to discuss the relocation of its Ryerson Tull Coil Processing division’s metals processing center at 111^th Street, Chicago, IL, to J & F’s Burns Harbor location. As a result of these discussions, Ryerson and the union signed a memorandum of agreement on September 1, 2004 that established one collective bargaining agreement covering both locations, Burns Harbor and Chicago.

Item 9.01. Financial Statements and Exhibits

The following documents are filed as part of this report:

(a	)	Financial Statements of Business Acquired
		Report of Independent Auditors
		Balance Sheets as of December 31, 2002 and 2003 and June 30, 2004 (unaudited)
		Statements of Operations for the years ended December 31, 2001, 2002 and 2003 and for the six months ended June 30, 2003 and 2004 (unaudited)
		Statements of Changes in Stockholders’ Equity for the years ended December 31, 2001, 2002 and 2003 and for the six months ended June 30, 2004 (unaudited)
		Statements of Cash Flows for the years ended December 31, 2001, 2002 and 2003 and for the six months ended June 30, 2003 and 2004 (unaudited)
		Notes to financial statements
(b	)	Pro Forma Financial Information
		Balance Sheet as of June 30, 2004
		Statements of Operations for the six months ended June 30, 2004
		Statements of Operations for the year ended December 31, 2003
		Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
(c	)	Exhibits.
		A list of exhibits filed herewith or incorporated by reference herein is contained on the Exhibit Index immediately preceding such exhibits, and is incorporated herein by reference.

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: October 6, 2004		/s/ Lily L. May
	By:	Lily L. May
	Its:	Vice President, Controller and
		Chief Accounting Officer

EXHIBIT INDEX

Exhibit Number	Description
2.1*	Purchase Agreement, dated June 14, 2004 between the Company, Arbed Americas, LLC, J & F Steel, LLC, Arcelor USA Holding Inc. and Arcelor S.A. (Filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 4, 2004 (File No. 1-9117), and incorporated by reference herein) [The schedules and exhibits to the Purchase Agreement have been omitted in accordance with the instructions to Item 601 (b) (2) of Regulation S-K. The registrant hereby undertakes to provide a copy of the schedules and exhibits to the staff of the Securities and Exchange Commission upon request.]
2.2*	Amendment Number One to Purchase Agreement dated July 29, 2004 (Filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on August 4, 2004 (File No. 1-9117), and incorporated by reference herein)
23.1	Consent of KPMG LLP
99.1*	Press release, dated August 2, 2004 (Filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on August 2, 2004 (File No. 1-9117), and incorporated by reference herein)
99.2	Financial Statements of J & F Steel
99.3	Pro forma financial statements

* Previously filed.

EX-23.1

EXHIBIT 23.1

[LETTERHEAD]

Consent of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Ryerson Tull, Inc:

We consent to the incorporation by reference in the registration statements (No. 33-59161, No. 33-62897 and No. 333-59009) on Form S-3 and in the Registration Statements (No. 33-59783, No. 33-48770, No. 33-13292, No. 33-32504, No. 333-06977, No. 333-06989, No. 333-78429, No. 333-62382 and No. 333-88476) on Form S-8 of Ryerson Tull, Inc. of our report dated September 17, 2004, with respect to the combined balance sheets of J&F Steel as of December 31, 2003 and 2002, and the related combined statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2003, which report appears in this Form 8-K/A (Amendment No. 1 to Ryerson Tull, Inc.’s Form 8-K filed on August 4, 2004) of Ryerson Tull, Inc. filed on October 6, 2004.

/s/ KPMG LLP

Chicago, Illinois

October 1, 2004

EX-99.2

EXHIBIT 99.2

J&F STEEL

Combined Financial Statements

December 31, 2003, 2002, and 2001

(With Independent Auditors’ Report Thereon)

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Ryerson Tull, Inc:

We have audited the accompanying combined balance sheets of J&F Steel as of December 31, 2003 and 2002, and the related combined statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2003. These combined financial statements are the responsibility of J&F Steel’s management. Our responsibility is to express an opinion on these combined financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of J&F Steel as of December 31, 2003 and 2002, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2003, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Chicago, Illinois

September 17, 2004

1

J&F STEEL

Combined Balance Sheets

(Dollars in thousands)

	June 30 2004			December 31
				2003			2002
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	4,138		$	553		$	732
Trade receivables, net of allowance for doubtful accounts of $285, $353, and $0 for 2004, 2003, and 2002, respectively		24,904			14,324			15,900
Other receivables		71			150			276
Income tax receivable		—			—			5,046
Inventories		28,893			31,474			55,780
Prepaid expenses		109			228			227
Related party receivables		—			3,167			716
Due from related parties		—			1,500			4,153
Deferred income taxes		2,364			5,275			1,613
Assets held for sale		—			1,489			—
Total current assets		60,479			58,160			84,443
Property, plant, and equipment, net		17,776			18,585			22,252
Goodwill		—			—			5,136
Other assets, net		190			201			356
Total assets	$	78,445		$	76,946		$	112,187
Liabilities and Stockholders’ Equity
Current liabilities:
Current maturities of long-term debt	$	—		$	900		$	400
Trade accounts payable		15,372			15,736			17,613
Trade accounts payable – related parties		730			305			23,906
Accrued liabilities		3,668			3,406			3,052
Related party borrowings		—			491			20,093
Total current liabilities		19,770			20,838			65,064
Long-term debt, less current maturities		13,500			14,500			15,000
Deferred income taxes		1,926			2,006			2,389
Related party borrowings		20,507			21,000			—
Total liabilities		55,703			58,344			82,453
Stockholders’ equity:
Common stock, $1,00 per value. Authorized 10,000 shares; issued 336 shared and outstanding 334 shares		—			—			—
Additional paid-in capital		25,503			25,503			25,503
Retained earnings (deficit)		(2,061	)		(6,201	)		4,931
Treasury stock, 2 shares, at cost		(700	)		(700	)		(700	)
Total stockholders’ equity		22,742			18,602			29,734
Total liabilities and stockholder’s equity	$	78,445		$	76,946		$	112,187

See accompanying notes to combined financial statements

2

J&F STEEL

Combined Statements of Operations

(Dollars in thousands)

	Six months ended June 30						Years ended December 31
	2004			2003			2003			2002			2001
	(Unaudited)
Net sales	$	87,860		$	83,078		$	157,579		$	154,288		$	161,994
Cost of goods sold		78,315			80,562			155,188			136,494			159,549
Gross Profit		9,545			2,516			2,391			17,794			2,445
Selling, general, and administrative expenses		4,610			5,224			11,073			11,319			12,988
Impairment of goodwill		—			—			5,136			—			—
Impairment of long-lived assets		—			—			389			—			—
Gain on disposal of property, plant, and equipment		(2,447	)		—			(157	)		(10	)		(686	)
Operating profit (loss)		7,382			(2,708	)		(14,050	)		6,485			(9,857	)
Other income (expense):
Interest income		—			2			3			18			43
Interest expense		(99	)		(112	)		(341	)		(287	)		(509	)
Interest expense – related parties		(311	)		(741	)		(896	)		(2,442	)		(4,241	)
Other expense, net		(410	)		(851	)		(1,234	)		(2,711	)		(4,707	)
Income (loss) before income tax (provision) benefit		6,972			(3,559	)		(15,284	)		3,774			(14,564	)
Income tax (provision) benefit		(2,832	)		1,436			4,152			(1,575	)		5,591
Net income (loss)	$	4,140		$	(2,123	)	$	(11,132	)	$	2,199		$	(8,973	)

See accompanying notes to combined financial statements.

3

J&F STEEL

Combined Statements of Stockholders’ Equity

(Dollars in thousands)

	Common stock		Additional paid-in capital		Treasury stock			Retained earnings (deficit)			Total
Balance at December 31, 2000	$	—	$	5,503	$	(700	)	$	11,705		$	16,508
Net (loss)		—		—		—			(8,973	)		(8,973	)
Balance at December 31, 2001		—		5,503		(700	)		2,732			7,535
Net income		—		—		—			2,199			2,199
Contributions		—		20,000		—			—			20,000
Balance at December 31, 2002		—		25,503		(700	)		4,931			29,734
Net (loss)		—		—		—			(11,132	)		(11,132	)
Balance at December 31, 2003		—		25,503		(700	)		(6,201	)		18,602
Net income – six months ended June 30, 2004 (unaudited)		—		—		—			4,140			4,140
Balance at June 30, 2004 (unaudited)	$	—	$	25,503	$	(700	)	$	(2,061	)	$	22,742

See accompanying notes to combined financial statements.

4

J&F STEEL

Combined Statements of Cash Flows

(Dollars in thousands)

	Six months ended June 30						Years ended December 31
	2004			2003			2003			2002			2001
	(Unaudited)
Cash flows from operating activities:
Net income (loss)	$	4,140		$	(2,123	)	$	(11,132	)	$	2,199		$	(8,973	)
Reconciliation of net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		1,010			1,128			2,244			1,793			2,419
Gain on disposal of property, plant, and equipment		(2,447	)		—			(157	)		(10	)		(685	)
Deferred income tax (benefit) expense		2,831			(1,412	)		(4,045	)		1,485			(2,675	)
Goodwill impairment charge		—			—			5,136			—			—
Asset impairment charge, and write-offs		—			—			515			—			—
Provision for doubtful accounts		—			290			1,211			125			132
Changes in assets and liabilities:
Trade and other accounts receivable		(10,501	)		(4,424	)		491			(1,538	)		6,567
Related party receivables		—			—			202			(4,869	)
Notes receivable		—			—			—			—			1,176
Inventories		2,581			7,964			24,306			854			20,029
Prepaid expenses		119			(135	)		(1	)		50			(9	)
Income taxes receivable		—			5,046			5,046			75			(2,953	)
Other assets		11			25			28			30			37
Accounts payable		(364	)		(6,408	)		(1,877	)		(12,876	)		10,004
Accounts payable – related parties		425			(23,320	)		(23,601	)		(2,346	)		(20,415	)
Other accrued expenses		262			1,513			354			(327	)		201
Net cash provided by (used in) operating activities		(1,933	)		(21,856	)		(1,280	)		(15,355	)		4,855
Cash flows from investing activities:
Proceeds from disposal of property, plant, and equipment		3,936			—			519			171			1,281
Capital expenditures		(201	)		(546	)		(816	)		(6,989	)		(857	)
Net cash provided by (used in) investing activities		3,735			(546	)		(297	)		(6,818	)		424
Cash flows from financing activities:
Capital contribution		—			—			—			20,000			—
Net increase (decrease) in debt		(1,900	)		—			—			(991	)		13
Increase (decrease) in due to affiliates		3,683			22,255			1,398			1,820			(4,010	)
Net cash provided by (used in) financing activities		1,783			22,255			1,398			20,829			(3,997	)
Net increase (decrease) in cash and cash equivalents		3,585			(147	)		(179	)		(1,344	)		1,282
Cash and cash equivalents at beginning of period		553			732			732			2,076			794
Cash and cash equivalents at end of period	$	4,138		$	585		$	553		$	732		$	2,076
Supplemental disclosure of cash flow information:
Cash paid (refund received) during the period for income taxes	$	19		$	(4,960	)	$	(4,948	)	$	148		$	133
Cash paid during the period for interest		334			647			1,102			2,754			4,947

See accompanying notes to combined financial statements.

5

J&F STEEL

Notes to Combined Financial Statements

December 31, 2003, 2002, and 2001

(Dollars in thousands)

(1) Summary of Significant Accounting Policies

(a) Description of Business and Basis of Presentation

J&F Steel’s primary business is the acquisition, processing, and sale of flat rolled steel and related products to various manufacturers. J&F Steel operates a plant in Jenison, Michigan, which principally serves the furniture and steel shelving industries; a second plant in Middletown, Ohio, which principally serves the household appliance and tubing industries; a third plant in Burns Harbor, Indiana, which principally serves the appliance, automobile, furniture, and hardware industries; and a fourth plant in Memphis, Tennessee, which principally serves the appliance and construction industries. A fifth plant in Evanston, Illinois, which serviced manufacturers in the northern part of Illinois and Wisconsin, was closed in December 2003. Land and buildings with a carrying value of $1,489 were held for sale as of December 31, 2003. Subsequent to year-end, the land and building were sold. See note 11, Assets Held for Sale, for further information. All other assets were either sold or transferred to other facilities. The business and operating locations described above are hereinafter referred to as “J&F.”

J&F consists of a single operating segment that acquires, processes, and sells flat rolled steel and related products to various manufacturers. This segmentation is based on the financial information presented to the chief operating decision-maker.

J&F is owned by entities under the common control of Arcelor S.A. (the Parent). The accompanying combined financial statements include the accounts of J&F Steel, Inc., J&F Steel, LLC and certain other assets, liabilities, and expenses of J&F that are under common control of the Parent including certain income taxes accounts and trade receivables of the business. The accompanying combined financial statements reflect the combined historical results of operations, financial position, and cash flows of J&F. All significant intercompany transactions and accounts have been eliminated. The historical cost basis of assets and liabilities has been reflected in these financial statements. Management believes that the assumptions underlying the combined financial statements are reasonable. However, the financial information in these financial statements does not necessarily include all the expenses that would have been incurred had J&F been a separate, stand-alone entity and may not necessarily reflect J&F’s results of operations, financial position and cash flows in future periods under the ownership of Ryerson Tull, Inc. As discussed in note 13, Subsequent Events, on July 30, 2004, Ryerson Tull, Inc. acquired 100% of the equity interest of J&F Steel, LLC.

(b) Cash and Cash Equivalents

For purposes of the combined financial statements, J&F considers all highly liquid instruments with original maturities of three months or less to be cash equivalents.

(c) Trade Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is J&F’s best estimate of the amount of probable credit losses in J&F’s existing accounts receivable. J&F determines the allowance based on specific identification. J&F reviews its allowance for doubtful accounts monthly. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. Account balances are charged off

(Continued)

6

J&F STEEL

Notes to Combined Financial Statements

December 31, 2003, 2002, and 2001

(Dollars in thousands)

against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. J&F does not have any off-balance sheet credit exposure related to its customers.

(d) Inventories

Inventories are stated at the lower of cost or market (net realizable value). Cost is determined on a specific identification basis.

(e) Property, Plant, and Equipment

Property, plant, and equipment are stated at cost. Depreciation on plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets. The estimated useful life of property, plant, and equipment is as follows:

Buildings	20 years
Machinery and equipment	7 to 15 years
Furniture and equipment	3 to 7 years
Vehicles	3 to 5 years

(f) Other Assets

Other assets consist of deferred debt placement costs incurred in connection with the issuance of industrial revenue bonds and are being amortized over the respective terms of the bonds. Amortization expense for the years ended December 31, 2003, 2002, and 2001 was $29 each year. Estimated amortization expense for the next 5 years is $21 each year.

(g) Income Taxes

J&F is included in the consolidated tax return of Arcelor USA Holdings, Inc., J&F’s ultimate U.S. parent and an entity controlled by the Parent. Income taxes have been provided in the accompanying financial statements as if J&F was a taxable entity and filed a separate tax return. J&F uses the asset and liability method to account for deferred income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the combined financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that included the enactment date.

(h) 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 reported amounts of assets and liabilities at the date of the combined financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include the carrying amount of property, plant and equipment, intangibles, and valuation allowances for receivables and inventories. Actual results could differ from those estimates.

(Continued)

7

J&F STEEL

Notes to Combined Financial Statements

December 31, 2003, 2002, and 2001

(Dollars in thousands)

(i) Impairment of Long-lived Assets

J&F adopted FASB Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, (Statement No. 144) on January 1, 2002. The adoption of Statement No. 144 did not affect J&F’s financial statements.

In accordance with Statement No. 144, long-lived assets, such as property, plant, and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated, undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the combined balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the combined balance sheet. During 2003, J&F decided to idle and dispose of an asset at its Middletown, OH location and recorded an impairment charge of approximately $389.

(j) Goodwill

J&F’s goodwill arose from an acquisition occurring prior to January 1, 2002 and was accounted for in accordance with the provisions of Accounting Principles Bulletin No. 16, Business Combinations. Prior to January 1, 2002, goodwill was amortized over its estimated useful life of 20 years. In connection with the adoption of FASB Statement No. 142, Goodwill and Other Intangible Assets, (Statement No. 142) on January 1, 2002, goodwill is no longer amortized. Goodwill is tested annually for impairment, and is tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value. This determination is made at the reporting unit level and consists of two steps. First, J&F determines the fair value of a reporting unit and compares it to its carrying amount. Second, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation, in accordance with FASB Statement No. 141, Business Combinations. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. J&F did not incur any goodwill impairment charges in the years ended December 31, 2002 and 2001.

In connection with the closure of J&F’s Evanston facility in 2003, goodwill of $5,136 was determined to be impaired. The impairment was primarily attributable to J&F’s decision to close the Evanston facility and substantially exit the market serviced by this facility. The fair value of goodwill was based upon estimated future cash flows attributable to the operation and closure of the facility, including proceeds from disposal of assets included in this reporting unit.

(Continued)

8

J&F STEEL

Notes to Combined Financial Statements

December 31, 2003, 2002, and 2001

(Dollars in thousands)

Statement No. 142 does not require retroactive restatement for all periods presented. However, presented below is a reconciliation of the 2001 combined statement of operations data previously reported to reflect the impact related to the adoption of Statement No. 142’s provisions related to goodwill amortization:

Reported net loss	$	(8,973	)
Add: amortization adjustment, net of related tax benefit of $0		402
Adjusted net loss	$	(8,571	)

(k) Revenue Recognition

The Company recognizes revenue on sales when products are shipped and the customer takes ownership and assumes risk of loss.

(l) Recently Issued Accounting Standards

In December 2003, the FASB issued FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, (Interpretation) which addresses how a business enterprise should evaluate whether it has a controlling financial interest in an entity through means other than voting rights and accordingly should consolidate the entity. FIN 46R, Consolidation of Variable Interest Entities, replaces FASB Interpretation No. 46, Consolidation of Variable Interest Entities, which was issued in January 2003. J&F will be required to apply FIN 46R to variable interests in variable interest entities (VIEs) created after December 31, 2003. For variable interests in VIEs created before January 1, 2004, the Interpretation will be applied beginning on January 1, 2005. For any VIEs that must be consolidated under FIN 46R that were created before January 1, 2004, the assets, liabilities, and noncontrolling interests of the VIE initially would be measured at their carrying amounts with any difference between the net amount added to the balance sheet and any previously recognized interest being recognized as the cumulative effect of an accounting change. If determining the carrying amounts is not practicable, fair value at the date FIN 46R first applies may be used to measure the assets, liabilities, and noncontrolling interest of the VIE. J&F currently does not have any variable interests in VIEs.

FASB Statement No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, (Statement No. 150), was issued in May 2003. This Statement establishes standards for the classification and measurement of certain financial instruments with characteristics of both liabilities and equity. The Statement also includes required disclosures for financial instruments within its scope. J&F currently does not have any financial instruments that are within the scope of this Statement.

(Continued)

9

J&F STEEL

Notes to Combined Financial Statements

December 31, 2003, 2002, and 2001

(Dollars in thousands)

In December 2003, FASB Statement No. 132 (revised), Employers’ Disclosures about Pensions and Other Postretirement Benefits, (Statement No. 132) was issued. Statement No. 132 (revised) prescribes employers’ disclosures about pension plans and other postretirement benefit plans; it does not change the measurement or recognition of those plans. Statement No. 132 retains and revises the disclosure requirements contained in the original Statement No. 132. It also requires additional disclosures about the assets, obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and other postretirement benefit plans. Statement No. 132 generally is effective for fiscal years ending after December 15, 2003. The adoption of Statement No. 132 had no effect on the Company’s combined financial statements.

(m) Recently Adopted Accounting Standards

In June 2001, FASB Statement No. 143, Accounting for Asset Retirement Obligations, (Statement No. 143) was issued. Statement No. 143 requires J&F to record the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development, and/or normal use of the assets. J&F also would record a corresponding asset that is depreciated over the life of the assets. Subsequent to the initial measurement of the asset retirement obligation, the obligation would be adjusted at the end of each period to reflect the passage of time and changes in the estimated future cash flows underlying the obligation. J&F was required to adopt Statement No. 143 on January 1, 2003. The adoption of Statement No. 143 had no effect on the Company’s combined financial statements.

In April 2002, FASB Statement No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections, (Statement No. 145) was issued. Statement 145 amends existing guidance on reporting gains and losses on the extinguishment of debt to prohibit the classification of the gain or loss as extraordinary, as the use of such extinguishments have become part of the risk management strategy of many companies. Statement No. 145 also amends FASB Statement No. 13, Accounting for Leases, (Statement No. 13) to require sale-leaseback accounting for certain lease modifications that have economic effects similar to sale-leaseback transactions. The provisions of Statement No. 145 related to Statement No. 13 were effective for transactions occurring after May 15, 2002. The adoption of Statement No. 145 had no effect on J&F’s combined financial statements.

In June 2002, FASB Statement No. 146, Accounting for Costs Associated with Exit or Disposal Activities, (Statement No. 146) was issued. Statement No. 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies EITF Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity. The provisions of Statement 146 were effective for exit or disposal activities initiated after December 31, 2002, with early application encouraged. In accordance with Statement No. 146, J&F announced and implemented a cost reduction program in 2003 (see note 11).

(Continued)

10

J&F STEEL

Notes to Combined Financial Statements

December 31, 2003, 2002, and 2001

(Dollars in thousands)

In November 2002, FASB Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, including Indirect Guarantees of Indebtedness to Others, an Interpretation of FASB Statements No. 5, 57, and 107 and a recission of FASB Interpretation No. 34, (FIN 45) was issued. This Interpretation enhances the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees issued. The Interpretation also clarifies that a guarantor is required to recognize, at inception of a guarantee, a liability for the fair value of the obligation undertaken. The initial recognition and measurement provisions of the Interpretation were applicable to guarantees issued or modified after December 31, 2002 and the disclosure requirements were effective for financial statements of interim or annual periods ending after December 15, 2002. The adoption of FIN 45 had no effect on J&F’s combined financial statements.

In December 2002, FASB Statement No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure, an amendment of FASB Statement No. 123, (Statement No. 148) was issued. This Statement amends FASB Statement No. 123, Accounting for Stock-Based Compensation, (Statement No. 123) to provide alternative methods of transition for a voluntary change to the fair value method of accounting for stock-based employee compensation. In addition, Statement No. 148 amends the disclosure requirements of Statement No. 123 to require prominent disclosures in both annual and interim financial statements. J&F has no stock-based compensation within the scope of this Statement.

(2) Unaudited Interim Financial Information

Results of operations for any interim period are not necessarily indicative of results of any other periods or for the year. The combined financial statements as of June 30, 2004 and for the six-month periods ended June 30, 2004 and June 30, 2003 are unaudited, but in the opinion of management include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of results for such periods. These combined financial statements should be read in conjunction with the combined financial statements and related notes for the year ending December 31, 2003.

(3) Related-party Transactions

J&F purchased approximately 13.8% of its inventory from the Parent in 2003, compared with 38% in 2002 and 50% in 2001. Purchases from the Parent are payable within 30 days, which resulted in a trade related due to Parent balance of $305 and $23,906 at December 31, 2003 and 2002, respectively. J&F has the option of purchasing material from alternative sources.

Affiliates of the Parent provided J&F various corporate services including treasury and financial operations, auditing, risk management, information systems, and legal and tax services. J&F was charged management fees for such services. Management fees for 2003 of $200 were paid to affiliates of the Parent in 2003, with an additional $572 accrued for 2003, payable in 2004. These amounts are presented in accrued liabilities in the accompanying combined balance sheets. Management fees for 2002 of $408 were paid in 2002, with an additional $278 accrued for 2002, payable in 2003. Management fees for 2001 of $408 were paid in 2001. These amounts are presented in selling, general, and administrative expenses in the accompanying combined statements of operations.

(Continued)

11

J&F STEEL

Notes to Combined Financial Statements

December 31, 2003, 2002, and 2001

(Dollars in thousands)

J&F is reimbursed from its affiliates of its Parent for losses and damage sustained on certain steel purchases that result during the process of shipment to J&F. Such receivables totaled $3,167 and $716 at December 31, 2003 and 2002, respectively, and are included in “Related party receivables” in the accompanying combined balance sheets.

(4) Inventories

Inventories at December 31, 2003 and 2002 and June 30, 2004 consist of the following:

	June 30, 2004		2003		2002
	(unaudited)
Unprocessed steel coils	$	25,153	$	26,196	$	51,105
Finished goods		3,740		5,278		4,675
	$	28,893	$	31,474	$	55,780

(5) Property, Plant, and Equipment

Property, plant, and equipment at December 31, 2003 and 2002 consist of the following:

	2003			2002
Land and land improvements	$	968		$	1,325
Buildings		12,418			13,940
Machinery and equipment		15,861			17,752
Furniture and fixtures		1,372			1,810
Vehicles		335			462
Construction in progress		28			27
		30,982			35,316
Less accumulated depreciation		(12,397	)		(13,064	)
Total	$	18,585		$	22,252

(Continued)

12

J&F STEEL

Notes to Combined Financial Statements

December 31, 2003, 2002, and 2001

(Dollars in thousands)

(6) Debt

Long-term debt at December 31, 2003 and 2002 consists of the following:

	2003			2002
Industrial development revenue bonds (original principal of $3,500), payable in annual installments of approximately $500 maturing on October 1, 2006, with interest payable semiannually based on a seven-day variable rate determined by a remarking agent, 1.44% average at December 31, 2003	$	1,900		$	1,900
Industrial development revenue bonds, payable in full on February 1, 2009, with interest payable monthly based on a seven-day variable rate determined by a remarking agent, 1.24% average at December 31, 2003		4,500			4,500
Industrial revenue bonds, payable in full on March 1, 2016, with interest payable monthly based on a seven-day variable rate determined by a remarking agent, 1.40% average at December 31, 2003		9,000			9,000
Related party borrowings, payable in 2003, with interest payable monthly based on the prime interest rate, 4.75% at December 31, 2002		—			20,093
Related party credit facility, payable in full on October 13, 2006, with maximum borrowings up to $25,000 and interest payable quarterly at LIBOR plus 1.40% at December 31, 2003		21,000			—
Related party credit facility, with maximum borrowings of up to $5,000 and interest payable monthly based on LIBOR, 1.15% at December 31, 2003		491			—
		36,891			35,493
Less current portion of long-term debt		(1,391	)		(20,493	)
	$	35,500		$	15,000

Aggregate maturities of long-term debt for the five years subsequent to December 31, 2003 are as follows:

Year ending December 31:
2004	$	1,391
2005		500
2006		21,500
2007		—
2008 and thereafter		13,500
	$	36,891

(Continued)

13

J&F STEEL

Notes to Combined Financial Statements

December 31, 2003, 2002, and 2001

(Dollars in thousands)

(a) Industrial Development Bonds

The $1,900 of industrial development revenue bonds (original principal of $3,500) was issued by the Illinois Development Finance Authority in October 1991 for the acquisition of National Steel Service Center located in Evanston, Illinois. These bonds are secured by an irrevocable letter of credit in the amount of $3,566 expiring October 31, 2006. As discussed in note 13, Subsequent Events, the entire balance of $1,900 was paid subsequent to year-end.

The $4,500 industrial development revenue bonds were issued by Georgetown Charter Township, Ottawa County, Michigan, in March 1989 for the acquisition, construction, and equipping of J&F’s steel slitting facility located in Jenison, Michigan. These bonds are secured by an irrevocable letter of credit in the amount of $4,764 expiring April 2005, which in turn is secured by a mortgage on the Jenison facility, a security interest in substantially all other assets of J&F, and by an unconditional guaranty by the Parent.

The $9,000 of industrial revenue bonds was issued by the town of Burns Harbor, Indiana in March 1996 for the construction and equipping of J&F’s steel slitting facility located in Burns Harbor, Indiana. These bonds are secured by an irrevocable letter of credit in the amount of $9,113 expiring March 2005, which in turn is secured by a mortgage on the Indiana facility, a security interest in substantially all other assets of J&F, and by an unconditional guaranty by the Parent.

(b) Related Party Credit Facilities

A related party credit facility was entered into on October 3, 2003 between its Parent and J&F. It allows for maximum borrowings of up to $25,000. The facility is payable in full on October 13, 2006. J&F’s borrowing under this facility were $21,000 at December 31, 2003. The debt is presented as related-party borrowings in the accompanying combined balance sheets.

In 2003, J&F entered into another related party credit facility with its Parent to borrow funds of up to a maximum of $5,000. Monies borrowed are payable within 12 months of borrowing and are therefore considered short-term. J&F’s borrowings were $491 at December 31, 2003. The debt is presented as related-party borrowings in the accompanying combined balance sheets.

Prior to October 2003, J&F borrowed monies from certain subsidiaries of its Parent. These borrowings primarily represented short-term loans. Interest was paid on these borrowings at prime. These borrowings totaled $20,093 at December 31, 2002 and were repaid in 2003 with the proceeds from the related party credit facilities discussed above. J&F also borrowed monies from and lent monies to affiliates of its Parent to finance seasonal working capital needs. Interest is paid or received on these borrowings at prime. At the end of December 31, 2003 and 2002, affiliates of the Parent owed J&F $1,500 and $4,153, respectively. These amounts are classified as Due from related parties in the accompanying combined balance sheets. The weighted average net short-term borrowing from related parties was $17,563, $33,098, and $51,226 for the years ended December 31, 2003, 2002, and 2001, respectively.

(Continued)

14

J&F STEEL

Notes to Combined Financial Statements

December 31, 2003, 2002, and 2001

(Dollars in thousands)

(7) Lease Commitments

J&F has several noncancelable operating leases for an apartment, several vehicles, machinery, plant, and office equipment. Rental expense under these operating leases aggregated approximately $770, $1,045, and $1,071 in 2003, 2002, and 2001, respectively.

Future minimum lease payments under noncancelable operating leases are as follows:

Years ending December 31:
2004	$	655
2005		584
2006		584
2007		11
2008		—
Total future minimum lease payments	$	1,834

(8) Employee Benefit Plans

(a) Pension Benefits

Substantially all of J&F’s employees with at least one year of service are covered by the ARBED Americas, LLC’s Retirement Income Plan (the Plan), a plan sponsored by a subsidiary of the Parent. J&F makes annual contributions to the Plan equal to an allocation of the maximum amount that can be deducted for income tax purposes. This allocation is based on the ratio of the liability for J&F’s employees to the total liability for all employees covered under the Plan and has been recorded as expense in the accompanying combined financial statements.

Effective January 1, 2004, the Plan has been terminated. No further benefit credits will be added to the employee account balances. Interest credits, currently at 5%, however, will continue to accrue on account balances and all other terms of the Plan will remain in effect until the employee terminates employment or retires from J&F.

Based on the percentage of the liability of J&F’s employees to the total liability for all employees covered under the Plan, the allocation of the net pension expense to J&F is 14%, 13%, and 14%, which is approximately $238, $712, and $75 in 2003, 2002, and 2001, respectively.

(b) 401(k) Savings Plan

J&F participates in ARBED America, Inc.’s Group 401(k) Savings Plan. Under the plan, eligible employees may contribute up to 15% of compensation. J&F’s matching contributions are $0.50 per $1.00 contributed, up to 6% of compensation. J&F’s contributions amounted to $128, $140, and $152 for 2003, 2002, and 2001, respectively.

(Continued)

15

J&F STEEL

Notes to Combined Financial Statements

December 31, 2003, 2002, and 2001

(Dollars in thousands)

(c) Postretirement Benefit Plan

J&F also participates in ARBED Americas, LLC’s Group Postretirement Benefit Plan. The plan provides postretirement medical and dental benefits to full-time employees who meet minimum age and service requirements. The plan is contributory, with retiree contributions adjusted annually, and contains other cost-sharing features such as deductibles and coinsurance. J&F’s policy is to fund the cost of medical benefits in amounts determined at the discretion of management.

Effective January 1, 2004, the ARBED Americas LLC’s Group Postretirement Benefit Plan has been merged with the Arcelor International America, LLC and Related Companies Postretirement Benefit Plan with the same provisions.

Postretirement cost attributable to J&F for 2003, 2002, and 2001 is $76, $78, $67, respectively, and has been recorded as expense in the accompanying combined financial statements.

(9) Income Taxes

Income tax benefit (expense) for the years ended December 31, 2003, 2002, and 2001 consists of the following:

	2003
	Current			Deferred			Total
Federal	$	27		$	3,513		$	3,540
State		80			532			612
	$	107		$	4,045		$	4,152
	2002
	Current			Deferred			Total
Federal	$	(252	)	$	(1,118	)	$	(1,370	)
State		—			(205	)		(205	)
	$	(252	)	$	(1,323	)	$	(1,575	)
	2001
	Current			Deferred			Total
Federal	$	2,992		$	1,894		$	4,886
State		(76	)		781			705
	$	2,916		$	2,675		$	5,591

(Continued)

16

J&F STEEL

Notes to Combined Financial Statements

December 31, 2003, 2002, and 2001

(Dollars in thousands)

Income tax benefit (expense) was $4,152, ($1,575), and $5,591 for the years ended December 31, 2003, 2002, and 2001 respectively, and differed from the amounts computed by applying the Federal income tax rate to income or loss before income taxes as a result of the following:

	2003					2002					2001
Computed “expected” Federal tax benefit (expense)	$	5,349		35.0	%	$	(1,321	)	35.0	%	$	5,097		35.0	%
(Increase) decrease in income tax expense resulting from:
State income taxes, net of Federal income taxes		532		3.5	%		(257	)	6.8	%		678		4.6	%
Expenses not deductible for tax purposes, including writeoff of goodwill		(1,836	)	(12.1	)%		(39	)	1.0	%		(184	)	(1.3	)%
Other, net		107		0.8	%		42		(1.1	)%		—		0.0	%
	$	4,152		27.2	%	$	(1,575	)	41.7	%	$	5,591		38.3	%

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2003 and 2002 are presented below:

	2003			2002
Deferred tax assets:
Inventories, principally due to additional costs capitalized for income tax purposes	$	528		$	944
Federal net operating loss carryforward		3,542			—
State net operating loss carryforward		1,205			669
Tax deferred tax assets		5,275			1,613
Deferred tax liabilities:
Plant and equipment, principally due to additional depreciation expense for income tax purposes		(2,006	)		(2,389	)
Net deferred tax assets (liabilities)	$	3,269		$	(776	)

At December 31, 2003, J&F had federal net operating loss (NOL) carryforwards of $3,542 which expire in 2023. J&F also had $1,205 of state NOL carryforwards, which expire in 2018 and 2023. J&F believes that it is more likely than not that all of its deferred tax assets will be realized through generation of taxable income in future periods. J&F’s assessment of the realization of deferred tax assets is based upon management’s estimates of future taxable income determined as if J&F filed a separate tax return.

(Continued)

17

J&F STEEL

Notes to Combined Financial Statements

December 31, 2003, 2002, and 2001

(Dollars in thousands)

(10) Fair Value of Financial Instruments

The carrying amounts of financial instruments including cash and cash equivalents, trade accounts receivable, trade accounts payable, and short-term debt approximated fair value as of December 31, 2003 and 2002 because of the relatively short maturity of these instruments. Debt includes industrial revenue bonds with a carrying value of $15,400 at December 31, 2003 and 2002. These bonds pay interest at a variable rate of interest based on prevailing market rates and management believes their carrying value reasonably approximates their fair value. The bonds are due on various dates through the year 2016 and interest rates at December 31, 2003 range from 1.24% to 1.44%.

(11) Assets Held for Sale

In 2003, the Company announced and implemented a cost reduction program, which consisted of exiting the Evanston plant facility. A contract for the land and building to be sold was entered into, the equipment was sold with a portion being transferred to other plants, and 70 employees were terminated. On April 30, 2004 the Company sold its land and buildings in Evanston for approximately $3,900. The carrying value of this land and building at December 31, 2003 was $1,489.

(12) Concentration of Business and Credit Risk

The Company’s primary business is the acquisition, processing, and sale of flat rolled steel and related products to various manufacturers. The Company has no significant sale or receivable concentrations within its customer base.

The steel industry could be impacted by the general economy as well as be significantly impacted by foreign competitors. Changes in the marketplace may affect management’s estimates with respect to the valuation of inventories and trade receivables.

(13) Subsequent Events

On June 1, 2004, J&F retired its $1,900 Industrial Revenue Bond that was originally scheduled to mature on October 1, 2006.

On July 30, 2004, Ryerson Tull, Inc. acquired 100% of the equity interest of J&F Steel LLC, an entity that includes substantially all of the operating assets and liabilities of J&F.

18

EX-99.3

EXHIBIT 99.3

Unaudited Pro Forma Condensed Consolidated Financial Data

The following Unaudited Pro Forma Condensed Financial Data consists of an Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2004 and Unaudited Pro Forma Condensed Consolidated Statements of Operations for the year ended December 31, 2003 and for the six months ended June 30, 2004 (collectively, the “Pro Forma Statements”). The Pro Forma Statements reflect the July 30, 2004 J&F Steel, LLC acquisition, in which the Company invested approximately $45.5 million, including acquisition costs and an estimated post-closing adjustment totaling $3.7 million, for 100% of the equity interests in J&F Steel, LLC (“J&F”). In addition, the Company assumed $13.5 million of debt as part of this transaction. Total consideration is subject to change based on the final determination of the post-closing adjustment. J&F is a four-location carbon flat rolled processor. The Unaudited Pro Forma Condensed Consolidated Balance Sheet gives effect to the acquisition as if it occurred on June 30, 2004, and the Unaudited Pro Forma Condensed Consolidated Statements of Operations for the year-ended December 31, 2003 and the six months ended June 30, 2004 give effect to the acquisition as if it occurred on January 1, 2003.

Management believes that, on the basis set forth herein, the Pro Forma Statements reflect a reasonable estimate of the J&F acquisition based on currently available information. The acquisition is accounted for under the purchase method of accounting. The allocation of purchase price is based upon the estimated fair value of assets acquired and liabilities assumed. Certain of the purchase price allocations reflected in the Pro Forma Statements are preliminary and may be different from the final allocation of the purchase price and any such differences may be material. The pro forma financial data is presented for informational purposes only and does not purport to represent what the Company’s financial position or results of operations would have been had the J&F acquisition in fact occurred on the dates assumed or that may result from future operations. The pro forma data should be read in conjunction with the Company’s Consolidated Financial Statements and J&F’s financial statements and related notes thereto.

19

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of June 30, 2004

(Dollars in Thousands)

	The Company			J&F (A)			Adjustments (B)			The Company Pro forma
ASSETS
Current Assets
Cash	$	17,979		$	4,138		$	—		$	22,117
Restricted cash		938						13,500	(1)		14,438
Notes & accounts receivable		401,630			24,975						426,605
Inventories		461,921			28,893			2,500	(2)		493,314
Prepaid expenses					109						109
Deferred income taxes					2,364			(2,364	)(3)		—
Total Current Assets		882,468			60,479			13,636			956,583
Investments and advances		14,861									14,861
Property, plant & equipment		224,555			17,776			208	(2)		242,539
Intangible pension asset		10,171									10,171
Deferred charges & other assets		8,864			190						9,054
Deferred income taxes		137,188									137,188
TOTAL ASSETS	$	1,278,107		$	78,445		$	13,844		$	1,370,396
LIABILITIES & STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	219,133		$	15,372		$	—		$	234,505
Trade accounts payable - related parties					730						730
Salaries, wages & commissions		24,529			3,668						28,197
Accrued interest on debt		5,572									5,572
Taxes		16,413									16,413
Terminated facilities costs		4,423									4,423
Other accrued liabilities		10,070									10,070
Deferred income taxes		11,411									11,411
Total Current Liabs.		291,551			19,770			—			311,321
Long-Term debt		313,262			13,500			59,019	(5)		385,781
Deferred employee benefits		259,231									259,231
Deferred income taxes					1,926			(1,926	)(3)		—
Due to parent					20,507			(20,507	)(4)		—
Total Liabilities		864,044			55,703			36,586			956,333
Stockholders’ Equity
Preferred stock		80									80
Common stock		50,556									50,556
Capital in excess of par value		859,502			25,503			(25,503	)(4)		859,502
Retained Earnings											—
At December 31, 2003		320,693			(2,061	)		2,061	(4)		320,693
Net income for current year		33,242									33,242
Cash dividends		(2,584	)								(2,584	)
Treasury stock		(749,520	)		(700	)		700	(4)		(749,520	)
Minimum pension liability		(100,282	)								(100,282	)
Foreign exchange gain (loss)		2,482									2,482
Restricted Stock Awards		(106	)								(106	)
Total Stockholders’ Equity		414,063			22,742			(22,742	)		414,063
TOTAL LIABS. & STOCKHOLDERS’ EQUITY	$	1,278,107		$	78,445		$	13,844		$	1,370,396

20

Unaudited Pro Forma Condensed Consolidated Statement of Operations

Six Months ended June 30, 2004

(Dollars in Thousands, except per share data)

	The Company			J&F (C)			Adjustments (D)			The Company Pro forma
NET SALES	$	1,499,551		$	87,860		$	—		$	1,587,411
Cost of materials sold		1,214,129			76,257			12	(1)		1,290,398
Gross profit		285,422			11,603			(12	)		297,013
Warehousing and delivery		120,273			2,058			—			122,331
Selling, general and administrative		105,059			4,610			—			109,669
Restructuring and plant closure costs		593			—			—			593
Gain on sale of assets		(2,347	)		(2,447	)		—			(4,794	)
OPERATING PROFIT (LOSS)		61,844			7,382			(12	)		69,214
Other revenue and expense, net		69			—			—			69
Interest and other expense on debt		(10,051	)		(99	)		(842	)(2)		(10,992	)
Other finance charges		—			(311	)		—			(311	)
INCOME (LOSS) BEFORE INCOME TAXES		51,862			6,972			(854	)		57,980
Provision (benefit) for income taxes		19,863			2,832			(347	)(3)		22,348
INCOME (LOSS) FROM CONTINUING OPERATIONS	$	31,999		$	4,140		$	(507	)	$	35,632
INCOME PER SHARE OF COMMON STOCK
Basic income per share from continuing operations	$	1.28								$	1.43
Diluted income per share from continuing operations	$	1.25								$	1.39

21

Unaudited Pro Forma Condensed Consolidated Statement of Operations

Year ended December 31, 2003

(Dollars in Thousands, except per share data)

	The Company			J&F (C)			Adjustments (D)			The Company Pro forma
NET SALES	$	2,189,435		$	157,579		$	—		$	2,347,014
Cost of materials sold		1,766,771			150,404			23	(1)		1,917,198
Gross profit		422,664			7,175			(23	)		429,816
Warehousing and delivery		226,429			4,784			—			231,213
Selling, general and administrative		187,467			11,073			—			198,540
Restructuring and plant closure costs		6,213			—			—			6,213
Impairment of goodwill		—			5,136			—			5,136
Impairment of long-lived assets		—			389			—			389
Gain on sale of assets		—			(157	)		—			(157	)
OPERATING PROFIT (LOSS)		2,555			(14,050	)		(23	)		(11,518	)
Other revenue and expense, net		166			3			—			169
Interest and other expense on debt		(18,815	)		(1,237	)		(1,639	)(2)		(21,691	)
INCOME (LOSS) BEFORE INCOME TAXES		(16,094	)		(15,284	)		(1,662	)		(33,040	)
Provision (benefit) for income taxes		(2,011	)		(4,152	)		(451	)(3)		(6,614	)
INCOME (LOSS) FROM CONTINUING OPERATIONS	$	(14,083	)	$	(11,132	)	$	(1,211	)	$	(26,426	)
INCOME (LOSS) PER SHARE OF COMMON STOCK
Basic income (loss) per share from continuing operations	$	(0.58	)							$	(1.06	)
Diluted income (loss) per share from continuing operations	$	(0.58	)							$	(1.06	)

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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in Thousands)

The following adjustments have been reflected in the Unaudited Pro Forma Condensed Consolidated Balance Sheet:

A. To reflect the historical balance sheet of J & F Steel.

B. To reflect the following adjustments for the impact of the acquisition of J & F Steel:

(1) To increase restricted cash by the amount escrowed to retire long-term debt assumed in the acquisition;

(2) To adjust identifiable assets and liabilities to estimated fair value. Finished goods inventory has been increased to market value. Property, plant and equipment has been increased to fair value and reduced by the excess of the fair market value of the net assets acquired over the purchase cost;

(3) To eliminate assets not acquired and liabilities not assumed as part of the acquisition;

(4) To eliminate historical owner’s loans to and equity in J & F Steel.

(5) To reflect $59,019 of borrowings to (a) purchase J & F Steel in the amount $45,519 and (b) retire $13,500 of long-term debt assumed in the acquisition.

The preliminary allocation of the purchase price to the acquired assets and assumed liabilities of J & F Steel follow. The final allocation may change upon completion of the valuation. The following table summarizes the actual preliminary allocation of the purchase price as of July 30, 2004:

Current assets	$	63,500
Property and equipment		18,519
Other		0
Total assets		82,019
Current liabilities		23,000
Long-term liabilities		13,500
Total liabilities		36,500
Purchase price	$	45,519

J&F Steel’s Statement of Operations for the periods presented include restructuring activities associated with the closure of a facility prior to acquisition of J&F Steel by the Company. Items related to the restructuring include a $5,136 impairment of goodwill in 2003 and a $2,447 gain on the sale of assets in the first six months of 2004.

The following adjustments have been reflected in the Unaudited Pro Forma Condensed Consolidated Statements of Operations:

C. To reflect the results of operations of J & F Steel for the periods presented.

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D. To reflect the following adjustments:

(1) To adjust depreciation expense to reflect the estimated fair value of property, plant and equipment at the date of acquisition.

(2) Estimated increase in interest expense related to increased borrowing to finance acquisition. An increase of 0.125 percent in the interest rate would have increased interest expense by $57 and $114 in the first six months of 2004 and the year 2003, respectively.

(3) Estimated effect on tax liability resulting from above adjustments assuming the Company’s on-going effective tax rates.

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