-----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, JM0z92a/U5ofzqqjtlB3DuVOEYNDyZCXrxZ6CGH559waB+vLVGB98GCI2TGCt4EP 2ZzQNqbvpDIqY1aqhPjlww== 0001193125-05-081246.txt : 20050421 0001193125-05-081246.hdr.sgml : 20050421 20050421101231 ACCESSION NUMBER: 0001193125-05-081246 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050420 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050421 DATE AS OF CHANGE: 20050421 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: 05763438 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 d8k.htm FORM 8-K Form 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) April 20, 2005

 


 

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 1.01 Entry into a Material Definitive Agreement

 

On April 20, 2005, the Board of Directors approved resolutions to increase (1) the annual base retainer fee for directors to $120,000 from $80,000, (2) the annual fee for serving as Chair of the Audit Committee to $10,000 from $6,000, (3) the annual fee for serving as Chair of each of the Compensation Committee and the Nominating and Governance Committee to $6,000 from $4,000, and (4) the fee for attending special meetings of the Board or of a Committee to $1,500 from $1,000.

 

Information describing these compensation arrangements is included with this Current Report on Form 8-K as an exhibit.

 

Item 9.01 Financial Statements and Exhibits

 

(a) None

 

(b) None

 

(c) Exhibits – The Exhibit Index included herewith is incorporated herein by reference.

 

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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.

 

Dated: April 21, 2005   RYERSON TULL, INC.
       

/s/ Lily L. May


    By:   Lily L. May
    Its:   Vice President, Controller and
        Chief Accounting Officer

 

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EXHIBIT INDEX

 

10.1       Director Compensation Summary

 

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EX-10.1 2 dex101.htm DIRECTOR COMPENSATION SUMMARY Director Compensation Summary

EXHIBIT 10.1

 

RYERSON TULL, INC.

Director Compensation Summary

 

Directors Compensation Plan

 

Effective April 20, 2005, our non-employee directors receive compensation consisting of cash and restricted stock. The annual base retainer fee is $120,000. We also pay non-employee directors $1,500 for attending a special Board meeting and $1,500 for attending a special committee meeting that is not held in connection with a regular or special Board meeting. The Chairs of the Compensation Committee and of the Nominating and Governance Committee each receive an additional annual fee of $6,000; and the Audit Committee Chair receives an additional fee of $10,000 per year. No additional fees are paid to members of the Executive Committee. Non-employee directors are reimbursed for actual expenses to attend meetings. The Chairman of the Board, who is our employee, is not paid any of these base fees or special fees and receives no extra pay for serving as a director.

 

We pay the $120,000 annual base fee described above $60,000 in cash and $60,000 in shares of our common stock. The non-employee directors can choose to receive all or any part of the $60,000 cash portion in whole shares of our common stock. A total of 461,000 shares of our common stock are reserved for issuance under the Directors’ Compensation Plan, with a total of 147,195 shares remaining available for grant under the Plan.

 

We pay the cash portion of the annual fee quarterly, prorating the quarterly payment if a director serves for part of a quarter. We pay the stock portion as restricted stock issued at the beginning of the director’s term, with a prorata portion of those shares vesting at the end of each calendar quarter. The non-employee directors receive the same cash dividends on the restricted stock as a stockholder of our common stock. If a director leaves the Board early, he or she forfeits any shares that are still restricted and have not yet vested.

 

The non-employee directors can choose to defer payment of all or any portion of their cash fees into Ryerson Tull stock equivalents with dividend equivalents or into a deferred cash account that earns interest at the prime rate in effect at JPMorgan Chase & Co. (or its successor). We pay the deferred amounts in from one to ten installments after the director leaves the Board.

 

Insurance and Indemnification

 

We pay the premiums on a business accident insurance policy insuring each director for up to $500,000. We maintain directors’ and officers’ insurance coverage for the directors, executive officers and the Company. The Company also has entered into an indemnification agreement with each director to preserve the maximum protections provided by state corporation law and our By-laws and to provide assurance to directors and officers regarding future rights to indemnification.

 

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