-----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, JjzFWcfDHYEM9DcRNMcaIsUCuwR1imEd23BXJX63pkimeAvv7r0pa8Cbj3dV6X6u RIYmFqv7AfdFNtOUU7gv6g== 0000902561-98-000245.txt : 19980803 0000902561-98-000245.hdr.sgml : 19980803 ACCESSION NUMBER: 0000902561-98-000245 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980716 ITEM INFORMATION: FILED AS OF DATE: 19980731 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: INLAND STEEL INDUSTRIES INC /DE/ CENTRAL INDEX KEY: 0000790528 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 363425828 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 001-09117 FILM NUMBER: 98675416 BUSINESS ADDRESS: STREET 1: 30 W MONROE ST CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 3123460300 MAIL ADDRESS: STREET 1: 30 WEST MONROE STREET STREET 2: 16TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 8-K/A 1 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 16, 1998 INLAND STEEL INDUSTRIES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-9117 36-3425828 - -------------------------------- ---------------- ---------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 30 West Monroe Street Chicago, Illinois 60603 - -------------------------------------------- ------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including are code: (312) 346-0300 Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 1 This Current Report on Form 8-K is being filed for the purpose of providing certain pro forma information with respect to the merger, which occurred on July 16, 1998 (the "Merger"), of Inland Steel Company ("ISC"), a wholly owned subsidiary of the Registrant, with and into Inland Merger Sub, an indirect wholly owned subsidiary of Ispat International N.V. ("Ispat"). As a result of the Merger, ISC became an indirect wholly owned subsidiary of Ispat. The Registrant has previously announced the Merger. Item 7. Financial Statements and Exhibits. (a) Not Applicable (b) The Pro Forma Financial Information required by this item is incorporated by reference herein as Exhibit 99.1. (c) The exhibit which is required to be filed by this item is listed in the "Exhibit Index" which is attached hereto and incorporated by reference herein. 2 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 thereunto duly authorized. Dated: July 29, 1998 INLAND STEEL INDUSTRIES, INC. By: /s/ Jay M. Gratz ---------------------------- Jay M. Gratz Vice President and Chief Financial Officer 3 EX-99.1 2 EXHIBIT INDEX Exhibit Number Description - ------- ----------- 99.1 Pro Forma Financial Information of Inland Steel Industries, Inc. Pro Forma Consolidated Balance Sheet at March 31, 1998. Pro Forma Consolidated Income Statement for the Quarter Ended March 31, 1998. Pro forma Consolidated Income Statement for the Year Ended December 31, 1997. Summary Unaudited Consolidated Pro Forma Financial Information The following Summary Unaudited Consolidated Pro Forma Financial Information gives effect to the merger of Inland Steel Company, a wholly owned subsidiary of Inland Steel Industries, Inc. ("Inland") that constituted the steel manufacturing and related operations segment of Inland's consolidated operations, with Inland Merger Sub, Inc., a subsidiary of Ispat International N.V. (the "ISC/Ispat Transaction"), the purchase of Inland's Series E Preferred Stock (the "Series E Preferred Stock") held for the benefit of employees remaining with Inland Steel Company following the ISC/Ispat Transaction and the purchase by Inland of shares of its common stock, par value $1.00 per share (the "Common Stock"), in connection with its tender offer commenced July 20, 1998 (the "Offer"), based on certain assumptions described in the Notes to the Summary Unaudited Consolidated Pro Forma Financial Information. The income statement data eliminates the income from discontinued operations reflected in the historical income statement and gives effect to the purchase of the Series E Preferred Stock and the purchase of shares of Common Stock pursuant to the Offer as if each had occurred on January 1, 1997. The balance sheet data gives effect to the ISC/Ispat Transaction, the repurchase of the Series E Preferred Stock and the Offer as if each had occurred as of the date of the balance sheet data presented. The Summary Unaudited Consolidated Pro Forma Financial Information should be read in conjunction with Inland's historical Consolidated Financial Statements as filed with its Current Report on Form 8-K dated July 16, 1998 and does not purport to be indicative of the results that would actually have been achieved had the events described herein been completed on the dates indicated or that may be achieved in the future. 1 [CAPTION] PRO FORMA FINANCIAL INFORMATION INLAND STEEL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES Pro Forma Consolidated Balance Sheet Quarter ended March 31, 1998 (UNAUDITED) Pro Forma Adjustments Sale of Inland Steel Share Historical Company Purchase Other Pro Forma ------------------------------------------------------------------------ ASSETS CURRENT ASSETS Cash and cash equivalents $92.8 $956.0 (a) $(768.0) (g) $(51.8) (h) $229.0 Receivables 352.4 352.4 Inventories - principally at LIFO 453.0 453.0 Deferred income taxes 5.7 _____ _______ ______ 5.7 ------- -------- Total current assets 903.9 956.0 (768.0) (51.8) 1,040.1 INVESTMENTS AND ADVANCES 37.4 (7.7)(i) 29.7 INVESTMENT IN INLAND STEEL COMPANY 454.0 (454.0) (b) PROPERTY, PLANT AND EQUIPMENT Valued on basis of cost 588.2 588.2 Reserve for depreciation, amortization and depletion 280.2 280.2 ------ ------- Net property, plant and equipment 308.0 308.0 DEFERRED INCOME TAXES 31.8 3.5 (c) 4.0 (c) 39.3 EXCESS OF COST OVER NET ASSETS ACQUIRED 81.2 81.2 OTHER ASSETS 31.3 ______ _______ ______ 31.3 ------- ------- Total Assets $1,847.6 $505.5 $(768.0) $(55.5) $1,529.6 ======== ====== ======== ======= ======== 2 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 173.9 $ $ $ $ 173.9 Accrued liabilities 47.3 8.0 (d) 55.3 Long-term debt due within one year 17.2 _____ _______ _____ 17.2 ------- ------- Total current liabilities 238.4 8.0 246.4 LONG-TERM DEBT 437.4 437.4 DEFERRED EMPLOYEE BENEFITS 160.9 (5.1) (e) 155.8 OTHER CREDITS 7.6 _____ ______ ______ 7.6 -------- ------- Total liabilities 844.3 2.9 847.2 MINORITY INTEREST IN RYERSON TULL, INC. 59.7 59.7 COMMON STOCK REPURCHASE COMMITMENT 22.7 22.7 STOCKHOLDERS' EQUITY 920.9 502.6 (f) (768.0)(g) (55.5)(j) 600.0 -------- ----- ------- ------- -------- Total Liabilities, Minority Interest, Temporary Equity, and Stockholders' Equity $1,847.6 $505.5 $(768.0) $(55.5) $1,529.6 ======== ====== ======== ======== ========
- ----------------------- (a) Reflects net proceeds of $650.0 million for the common equity and $238.2 million for the preferred equity from the sale of Inland Steel Company, $196.4 million from the repayment of a note and $19.0 million from the payment of a receivable from Inland Steel Company, reduced by $84.0 million for estimated tax payments and $63.6 million for estimated transaction and employee related costs. (b) To reflect the removal of the investment in Inland Steel Company as a result of the sale, which included the note and receivable reflected above in addition to $238.6 million of net assets of Inland Steel Company. (c) To reflect temporary differences associated with timing of tax versus book recognition of income tax expense. (d) To reflect an increase in the current tax liability in excess of estimated payments resulting from the sale. (e) To reflect reduction of special and supplemental pension liabilities as a result of payments reflected in (a). (f) To reflect estimated gain on the sale of Inland Steel Company net of transaction and employee related costs. (g) To reflect the purchase of 25,500,000 shares of the Company's common stock pursuant to the Company's tender offer at a purchase price of $30.00 per share (the lowest tender price per share in the Offer), including an estimated $3.0 million of expenses directly related to the Offer. 3 (h) To reflect the redemption of 1,145,394 shares of Series E preferred stock representing shares owned by Inland Steel Company employees at the time of the sale of Inland Steel Company, $56.3 million, offset by $4.5 million received from the sale of Nippon Steel Corporation ("NSC") common stock. (i) To reflect the sale of the NSC common stock. (j) To reflect the decrease of stockholder's equity as a result of the redemption of ESOP shares offset by a net increase of $.8 million due to the recognition of the loss on the NSC common stock, $6.1 million, offset by the removal of the related investment valuation account, $6.9 million. 4 PRO FORMA FINANCIAL STATEMENTS INLAND STEEL INDUSTRIES, INC. Pro Forma Consolidated Income Statement Quarter ended March 31, 1998 (UNAUDITED) (Dollars and shares in thousands, except per share data) Pro Forma Historic Adjustments Pro Forma Net sales $740,850 $740,850 ------- -------- Operating costs and expenses Cost of goods sold 647,573 647,573 Selling, general and administrative 48,342 48,342 Depreciation 7,273 7,273 --------- --------- Total 703,188 703,188 ------- ------- Operating profit 37,662 37,662 General corporate expense, net of income items (2,457) (2,457) Interest and other expense on debt 9,691 9,691 -------- -------- Income before income taxes 30,428 30,428 Provision for income taxes 11,818 11,818 -------- -------- Income before minority interest 18,610 18,610 Minority interest in Ryerson Tull, Inc. 2,149 2,149 --------- --------- Income from continuing operations 16,461 16,461 Dividends on preferred stock 2,280 $(656)(a) 1,624 --------- ------- --------- Net income from continuing operations available to common stockholders $14,181 $656 $14,837 ======= ==== ======= Earnings per share from continuing operations: Basic $0.29 $0.63 Diluted $0.28 $0.59 Average shares of common stock outstanding 48,994 25,500 (b) 23,494 Average shares of common stock outstanding plus dilutive effect of stock options and conversions 52,019 26,645(c) 25,374 5 (a) To reflect the elimination of the dividend associated with the redemption of 1,145,394 shares of ESOP preferred stock subsequent to the sale of Inland Steel Company as if such shares had not been outstanding at any time during the period. (b) To reflect the purchase of the Company's common stock pursuant to its tender offer as if the transaction had been completed at the beginning of the period. (c) To reflect the additional effect of dilutive securities to share purchase in (b). 6 PRO FORMA FINANCIAL STATEMENTS INLAND STEEL INDUSTRIES, INC. Pro Forma Consolidated Income Statement Year ended December 31, 1997 (UNAUDITED) (Dollars and shares in thousands, except per share data) Pro Forma Historic Adjustments Pro Forma Net sales $2,803,980 $2,803,980 ---------- ---------- Operating costs and expenses Cost of goods sold 2,456,982 2,456,982 Selling, general and administrative 180,645 180,645 Depreciation 24,371 24,371 ------ ------ Total 2,661,998 2,661,998 --------- --------- Operating profit 141,982 141,982 General corporate expense, net of income items (17,863) (17,863) Interest and other expense on debt 40,341 40,341 --------- --------- Income before income taxes 119,504 119,504 Provision for income taxes 46,577 46,577 -------- -------- Income before minority interest 72,927 72,927 Minority interest in Ryerson Tull, Inc. 8,442 8,442 ----- ----- Income from continuing operations 64,485 64,485 Dividends on preferred stock 9,125 $(2,623) (a) 6,502 ----- -------- ----- Net income from continuing operations available to common stockholders $55,360 $2,623 $57,983 ======= ====== ======= Earnings per share from continuing operations: Basic $1.13 $2.48 Diluted $1.08 $2.31 Average shares of common stock outstanding 48,887 25,500 (b) 23,387 Average shares of common stock outstanding plus dilutive effect of stock options and conversions 51,901 26,645 (c) 25,256 7 (a) To reflect the elimination of the dividend associated with the redemption of 1,145,394 shares of ESOP preferred stock subsequent to the sale of Inland Steel Company as if such shares had not been outstanding at any time during the period. (b) To reflect the purchase of the Company's common stock pursuant to its tender offer as if the transaction had been completed at the beginning of the period. (c) To reflect the additional effect of dilutive securities to share purchase in (b). 8 -----END PRIVACY-ENHANCED MESSAGE-----