sc13dza

-----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, RmGcnNn/GFV7pT30DCOqJHSbkOiuvEWID/LJ2pmg9rm9URnCd2Ze+tTQDeN8A9qj oCYhZK2TDuobUPqS/pDZ3g== 0000950137-03-002363.txt : 20030424 0000950137-03-002363.hdr.sgml : 20030424 20030424092122 ACCESSION NUMBER: 0000950137-03-002363 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030424 GROUP MEMBERS: ERIC SAMSON GROUP MEMBERS: THE ERIC SAMSON FOUNDATION GROUP MEMBERS: THE SECOND DAVID SAMSON TRUST SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37208 FILM NUMBER: 03661187 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAMSON ERIC CENTRAL INDEX KEY: 0001222976 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P O BOX 7729 CITY: JOHANNESBURG SOUTH AFRICA STATE: T3 ZIP: 20000 BUSINESS PHONE: 27118710211 MAIL ADDRESS: STREET 1: P O BOX 7729 CITY: JOHANNESBURG SOUTH AFRICA STATE: T3 ZIP: 2000 SC 13D/A 1 c76317a1sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Ryerson Tull, Inc.
(Name of Issuer)

Common Stock, par value $1.00 per share
(Title of Class of Securities)

78375P107
(CUSIP Number)

Oscar Isaac Goldstuck
Chief Financial Officer
Macsteel Service Centres SA
P.O. Box 7729
Johannesburg 2000, South Africa
(011) 871 0000

with a copy to:

Stephen A. Landsman, Esq.
Piper Rudnick
203 North LaSalle Street
Chicago, Illinois, 60601

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 16, 2003
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o


CUSIP No. 78375P107
1		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NUMBERS

		Eric Samson


2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a) o (b) x


3		SEC USE ONLY


4		SOURCE OF FUNDS

		PF


5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

		o


6		CITIZENSHIP OR PLACE OF ORGANIZATION

		South Africa


NUMBER OF SHARES BENEFICIALLY	7	SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON WITH		425,200


	8	SHARED VOTING POWER
		1,348,200


	9	SOLE DISPOSITIVE POWER
		425,200


	10	SHARED DISPOSITIVE POWER
		1,348,200


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		1,773,400


12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

		o


13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

		7.15%


14		TYPE OF REPORTING PERSON

		IN

CUSIP No. 78375P107
1		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NUMBERS

		The Second Dave Samson Trust


2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a) o (b) x


3		SEC USE ONLY



4		SOURCE OF FUNDS
		OO


5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
		o


6		CITIZENSHIP OR PLACE OF ORGANIZATION

		South Africa

NUMBER OF SHARES BENEFICIALLY	7	SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON WITH		684,000

	8	SHARED VOTING POWER
		0


	9	SOLE DISPOSITIVE POWER
		684,000


	10	SHARED DISPOSITIVE POWER
		0


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		684,000


12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

		o


13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

		2.76%


14		TYPE OF REPORTING PERSON

		OO

CUSIP No. 78375P107
1		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NUMBERS

		The Eric Samson Foundation


2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a) o (b) x


3		SEC USE ONLY



4		SOURCE OF FUNDS
		OO


5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
		o


6		CITIZENSHIP OR PLACE OF ORGANIZATION

		South Africa

NUMBER OF SHARES BENEFICIALLY	7	SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON WITH		664,200

	8	SHARED VOTING POWER
		0


	9	SOLE DISPOSITIVE POWER
		664,200


	10	SHARED DISPOSITIVE POWER
		0


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		664,200


12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

		o


13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

		2.68%


14		TYPE OF REPORTING PERSON

		OO

This Amendment No. 1 to Schedule 13D amends only Items 3, 5 and 7 of the Schedule 13D and otherwise restates the entire text of the Schedule 13D previously filed with the Securities and Exchange Commission, other than the text of the exhibits previously filed pursuant to Item 7 of the Schedule 13D.

Item 1. Security and Issuer.

This statement on Schedule 13D relates to the common stock, par value $1.00 per share (the “Shares”), of Ryerson Tull, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 2621 West 15th Place, Chicago, Illinois 60608.

Item 2. Identity and Background.

This Schedule 13D is being filed by (i) Eric Samson, a citizen of South Africa, (ii) The Second Dave Samson Trust, a trust organized under the laws of South Africa (the “Trust”), and (iii) The Eric Samson Foundation, a trust organized under the laws of South Africa (the “Foundation”). The principal business address and the address of the principal office of each of the Trust and the Foundation is P.O. Box 7729, Johannesburg 2000, South Africa. Mr. Samson’s principal occupation or employment is acting as Co-Chairman of Macsteel Holdings (Pty) Limited, a South African company (“Macsteel Holdings”), engaged in the steel services industry. The principal address of Macsteel Holdings (and Mr. Samson’s business address) is 187 Rivonia Road, Morningside, Sandton, P.O. Box 8370, Johannesburg 2000, South Africa.

The name, principal occupation or employment and business address of each of the trustees of the Foundation (the “Foundation Trustees”) are as follows: (i) Eric Samson (information disclosed above), (ii) Arthur Eaton Browne, retired and non-executive director of Macsteel Holdings, c/o Macsteel Holdings (address disclosed above), (iii) Steven Alan Levitt, consultant and non-executive director of Macsteel Holdings, c/o Macsteel Holdings (address disclosed above), (iv) Franki-Sue Cohen, non-executive director of Macsteel Holdings, c/o Macsteel Holdings (address disclosed above), and (v) Oscar Isaac Goldstuck, Chief Financial Officer of Macsteel Service Centres SA (Pty) Limited, a South African company and subsidiary of Macsteel Holdings (“Macsteel Service”), P.O. Box 7729, Johannesburg 2000, South Africa, which is also Mr. Goldstuck’s business address.

The name, principal occupation or employment and business address of each of the trustees of the Trust (the “Trust Trustees”) are as follows: (i) Eric Samson (information disclosed above), (ii) Sheila Iris Samson, non-executive director of Macsteel Holdings, c/o Macsteel Holdings (address disclosed above), (iii) Jeffrey Stanley Samson, Senior Vice President of Macsteel Service Centres USA, a subsidiary of Macsteel Holdings located at 737 North Michigan Avenue, Suite 210, Chicago, Illinois 60611, which is also Mr. Samson’s business address, (iv) Jack Raymond Gerber, Co-Chairman of Macsteel Holdings, c/o Macsteel Holdings (address disclosed above), (v) Arthur Eaton Browne (information disclosed above), (vi) Chris Ferro Liebenberg, a non-executive director of Macsteel Holdings and Chairman of Necor Limited, a South African bank holding company located at 135 Rivonia Road, Sandown 2196, P.O. Box 1144, Johannesburg, South Africa, which is also Mr. Liebenberg’s business address, and (vii) Steven Alan Levitt (information disclosed above).

All of the Foundation Trustees and Trust Trustees are citizens of South Africa except for Mr. Gerber, who is a citizen of Great Britain.

None of the Trust, Foundation or Mr. Samson, nor any Trust Trustee or Foundation Trustee, has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, Federal or State securities laws or a finding of any violation with respect to such laws. To the best of the Registrants’ knowledge, except for Mr. Samson, who beneficially owns Shares as disclosed herein, and Mr. Gerber, who may be deemed to beneficially own 33,200 Shares held by a trust of which Mr. Gerber is a beneficiary, none of the Trust Trustees or Foundation Trustees own any Shares. Mr. Gerber disclaims beneficial ownership of such 33,200 Shares.

Item 3. Source and Amount of Funds or Other Consideration.

The aggregate purchase price of the 425,200 Shares purchased by Mr. Samson was $2,655,703.06 (including commissions). The source of funding for the purchase of these Shares was personal funds of Mr. Samson.

The aggregate purchase price of the 684,000 Shares purchased by the Trust was $4,291,425.03 (including commissions). The source of funding for the purchase of these Shares was Trust funds.

The aggregate purchase price of the 664,200 Shares purchased by the Foundation was $4,250,124.85 (including commissions). The source of funding for the purchase of theses Shares was Foundation funds.

Item 4. Purpose of Transaction.

Registrants purchased the Shares to acquire equity in the Issuer at what they believed were attractive prices. Affiliates of certain of the Registrants have participated and continue to participate in business transactions with the Issuer and from time to time have discussed with the Issuer the steel industry generally and other matters of common interest. Depending on price, availability, market conditions and other factors that may affect their investment judgment, Registrants may acquire additional Shares or dispose of any or all of their Shares in the open market or otherwise. Registrants also may propose or consider proposing or entering into one or more transactions with the Issuer, including a mutually agreed business combination. Registrants reserve the right to formulate plans or proposals regarding the Issuer or any of its securities and to carry out any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to Schedule 13D, to the extent deemed advisable by Registrants.

Item 5. Interest in Securities of the Issuer.

(a) As of the close of the business day on April 16, 2003, Registrants may be deemed to beneficially own, in the aggregate, 1,773,400 Shares, representing approximately 7.15% of the Issuer’s outstanding Shares (based upon the 24,813,538 Shares stated to be outstanding as of February 21, 2003 by the Issuer in the Issuer’s Form 10-K filing, filed with the Securities and

Exchange Commission on February 27, 2003). Of these 1,773,400 Shares, Mr. Samson, the Trust and the Foundation beneficially own 425,200, 684,000 and 664,200 Shares, respectively, which represent approximately 1.71%, 2.76% and 2.68% of the Issuer’s outstanding Shares, respectively (based on 24,813,538 Shares outstanding). As described in Item 5(b), Mr. Samson may be deemed for certain purposes to beneficially own all 1,773,400 Shares owned by the Registrants.

(b) Mr. Samson has sole voting and dispositive power with regard to 425,200 Shares and may be deemed to have shared voting and dispositive power with respect to 1,773,400 Shares. Each of the Trust and Foundation has sole voting and dispositive power with regard to 684,000 and 664,200 Shares, respectively.

Mr. Samson, by virtue of his relationship to the Trust and Foundation (as disclosed in Item 2), may be deemed to beneficially own (as that term is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) the Shares which the Trust and Foundation directly beneficially own. Mr. Samson disclaims beneficial ownership of such Shares for all other purposes.

(c) The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the Registrants. All such transactions were effected in the open market, and the table includes commissions paid.


Registrant	Date	No. of Shares Purchased	Price Per Share

Trust	02/19/03	65,100	$6.3394
Trust	02/20/03	46,500	$6.3512
Trust	02/25/03	12,600	$6.2919
Trust	02/27/03	18,600	$6.3126
Trust	03/03/03	20,000	$6.3126
Eric Samson	03/03/03	9,800	$5.6628
Trust	03/04/03	248,200	$6.2625
Eric Samson	03/04/03	35,000	$6.2625
Eric Samson	03/05/03	30,000	$6.2625
Eric Samson	03/07/03	34,900	$6.2951
Eric Samson	03/10/03	45,100	$6.2508
Eric Samson	03/14/2003	600	$5.7800
Eric Samson	03/20/2003	2,300	$6.2039
Eric Samson	03/27/2003	33,500	$6.2536
Eric Samson	03/28/2003	105,900	$6.2290
Eric Samson	03/31/2003	29,700	$6.1923
Eric Samson	04/01/2003	50,000	$6.2608
Eric Samson	04/11/2003	2,500	$6.2625
Eric Samson	04/15/2003	7,400	$6.3627
Eric Samson	04/16/2003	38,500	$6.3627

Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer.

Except as described herein, none of the Registrants has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7. Materials to Be Filed as Exhibits.


1.		Joint Filing Agreement*
2.		Power of Attorney for Eric Samson and The Eric Samson Foundation*
3.		Power of Attorney for The Second Dave Samson Trust

*Previously filed as an exhibit to the Schedule 13D

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.


Dated: April 23, 2003

	By:	/s/ Stephen A. Landsman
	Name:	Stephen A. Landsman Attorney-in-Fact for:

		Eric Samson⁽¹⁾ The Eric Samson Foundation⁽¹⁾ The Second Dave Samson Trust⁽²⁾

		⁽¹⁾A Power of Attorney authorizing Stephen A. Landsman to execute this Amendment No. 1 to Schedule 13D on behalf of this person or entity has previously been filed as an Exhibit to the Schedule 13D.

		⁽²⁾A Power of Attorney authorizing Stephen A. Landsman to execute this Amendment No. 1 to Schedule 13D on behalf of this entity is filed as an Exhibit to this Amendment No. 1 to Schedule 13D.

EX-99.3 3 c76317a1exv99w3.htm POWER OF ATTORNEY exv99w3

POWER OF ATTORNEY

Each of the undersigned does hereby constitute and appoint STEPHEN A. LANDSMAN, HAL M. BROWN and GREGORY W. HAYES, attorneys at the law firm of Piper Rudnick, Chicago, Illinois, with full power to each of them to act alone, as the true and lawful attorneys and agents of the undersigned, with full power of substitution and resubstitution to each of said attorneys to execute on behalf of any and each of the undersigned (i) a Form ID, (ii) a statement on Schedule 13D (including any amendments thereto) with respect to the common stock, par value $1.00 per share, of Ryerson Tull, Inc. (together with any amendments thereto, the “Schedule 13D”), and (iii) a Joint Filing Agreement by and among the undersigned relating to the Schedule 13D.

IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of the dates set forth below.

THE SECOND DAVE SAMSON TRUST


By:	/s/ Eric Samson	By:	/s/ Jack Raymond Gerber
Name:	Eric Samson	Name:	Jack Raymond Gerber
Its:	Trustee	Its:	Trustee
Date:	March 13, 2003	Date:	March 13, 2003


By:	/s/ Sheila Iris Samson	By:	/s/ Jeffrey Stanley Samson
Name:	Sheila Iris Samson	Name:	Jeffrey Stanley Samson
Its:	Trustee	Its:	Trustee
Date:	March 13, 2003	Date:	April 23, 2003


By:	/s/ Arthur Eaton Browne	By:	/s/ Chris Ferro Liebenberg
Name:	Arthur Eaton Browne	Name:	Chris Ferro Liebenberg
Its:	Trustee	Its:	Trustee
Date:	March 13, 2003	Date:	April 23, 2003

By:	/s/ Steven Alan Levitt
Name:	Steven Alan Levitt
Its:	Trustee
Date:	March 13, 2003

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