8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported) November 4, 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, including 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 under 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)

Item 3.02. Unregistered Sales Of Equity Securities

On November 4, 2004, Ryerson Tull, Inc. announced the pricing of its Rule 144A private offering of $145 million aggregate principal amount of 3.5% Convertible Senior Notes due 2024. The closing of the offering is expected to take place on November 10, 2004. The initial purchasers will have the option to purchase up to an additional aggregate principal amount of $30 million of Convertible Senior Notes. The issue price of the Notes is 100 percent of principal amount, with a discount to the initial purchasers of 3.0%.

Holders may convert the Notes into shares of the Company’s common stock on or prior to the trading day preceding the stated maturity, under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter) commencing after December 31, 2004 and before January 1, 2020, if the last reported sale price of the Company’s common stock is greater than or equal to 125% of the conversion price for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter; (2) at any time on or after January 1, 2020, if the last reported sale price of the Company’s common stock on any date on or after December 31, 2019 is greater than or equal to 125% of the conversion price; (3) subject to certain limitations, during the five business day period after any five consecutive trading day period in which the trading price per note for each day of that period was less than 98% of the product of the conversion rate and the last reported sale price of the Company’s common stock; (4) if the Company calls the notes for redemption; or (5) upon the occurrence of certain corporate transactions.

The notes will be convertible into the Company’s common stock at an initial conversion price of approximately $21.37 per share (equal to an initial conversion rate of 46.7880 shares per $1,000 principal amount) upon the occurrence of certain events. The conversion rate is subject to customary anti-dilution adjustments. Upon conversion, the Company will deliver cash equal to the lesser of the aggregate principal amount of the notes being converted and the Company’s total conversion obligation, and common stock in respect of the remainder.

The Company is offering the Notes only to “qualified institutional buyers” under Rule 144A under the Securities Act.

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: November 4, 2004	/s/ Joyce E. Mims
	By:	Joyce E. Mims
	Its:	Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued on November 4, 2004 regarding the pricing of the $145 million 3.5% Convertible Senior Notes due 2024 of Ryerson Tull, Inc.

EX-99.1

Exhibit 99.1

	2621 West 15th Place Chicago, IL 60608
	For additional information:
	Terence R. Rogers VP Finance and Treasurer 773.788.3720

RYERSON TULL, INC. ANNOUNCES PRICING OF $145 MILLION

CONVERTIBLE SENIOR NOTES DUE 2024

Chicago, IL – November 4, 2004 – Ryerson Tull, Inc. (NYSE:RT) today announced the pricing of its Rule 144A private offering of $145 million aggregate principal amount of Convertible Senior Notes due 2024. The closing of the offering is expected to take place on November 10, 2004, subject to customary closing conditions. The initial purchasers will have the option to purchase up to an additional $30 million aggregate principal amount of notes.

The Company intends to use the net proceeds from the offering to repay indebtedness under its existing revolving credit facility.

The notes will bear interest at a rate of 3.5% per year. The notes will be guaranteed by one of the Company’s subsidiaries, Ryerson Tull Procurement Corporation, on a senior unsecured basis.

The notes will be convertible into the Company’s common stock at an initial conversion price of approximately $21.37 per share (equal to an initial conversion rate of 46.7880 shares per $1,000 principal amount) upon the occurrence of certain events. The initial conversion price represents a 45% premium to the closing sale price of the Company’s common stock on the New York Stock Exchange on November 4, 2004, which was $14.74 per share. The conversion rate is subject to customary anti-dilution adjustments. Upon conversion, the Company will deliver cash equal to the lesser of the aggregate principal amount of the notes being converted and the Company’s total conversion obligation, and common stock in respect of the remainder.

The notes, the subsidiary guarantee and the shares of common stock issuable upon conversion have not been registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold in the United States absent such registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

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Ryerson Tull, Inc. is North America’s leading distributor and processor of metals, with 2003 revenues of $2.2 billion. The company services customers through a network of service centers across the United States and in Canada, Mexico, and India.

Business Risks: This press release contains statements that are not historical facts and are forward-looking statements. The forward-looking statements (generally identified by words or phrases indicating a projection or future expectations, such as “anticipates”, “Is planning to”, “estimates”, “expects”, or “believes”) are based on the company’s current expectations, estimates, assumptions, forecasts, and projections about the general economy, industry and company performance, and investor marketplace. These statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions that could result in actual outcomes or results being materially different from those expressed or forecast.