-----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, Dtwrh9aAR2vZlv0/3r1mmbhsHAxylgHSJs23dK8+PYwihE6AvoXsHDADHfBcalRq I4ltUvA5OR6Q8iHJpfQarw== 0000950131-97-003510.txt : 19970520 0000950131-97-003510.hdr.sgml : 19970520 ACCESSION NUMBER: 0000950131-97-003510 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970515 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09117 FILM NUMBER: 97609542 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 DEFA14A 1 ADDITIONAL INFORMATION - PRESENTATION SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [_] Check the appropriate box: [_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) [_] Definitive Proxy Statement [X] Definitive Additional Materials [_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 INLAND STEEL INDUSTRIES INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [x] No fee required [_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------- (5) Total fee paid: ------------------------------------------------------------------------- [_] Fee paid previously with preliminary materials. [_] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------- (3) Filing Party: ------------------------------------------------------------------------- (4) Date Filed: ------------------------------------------------------------------------- Notes: [LETTERHEAD OF INLAND STEEL INDUSTRIES] May 15, 1997 Via Facsimile and Overnight Courier Alfred D. Kingsley, Senior Managing Director Greenway Partners, L.P. 277 Park Avenue, 27th Floor New York, New York 10172 RE: Letter Stock Proposal --------------------- Dear Mr. Kingsley: I am writing on behalf of Inland Steel Industries, Inc. to respond to the proposal you and Gary Duberstein made to George Ranney and me when we met on May 2, 1997. You proposed, on behalf of Greenway Partners, that Inland both (i) create and distribute to its shareholders a new letter stock that would track the earnings of Ryerson Tull, Inc. and also (ii) in some manner convert that stock to common stock of Ryerson Tull in approximately two years if Inland's shareholders vote to do so at that time. You acknowledged that Greenway's existing proposal to spin off Ryerson Tull at this time would, if implemented, result in a significant tax cost to Inland. Instead, you advanced Greenway's letter stock proposal as a replacement for the Greenway proposal, now on Inland's proxy statement, that Inland spin off Ryerson Tull to Inland's shareholders. Inland has given careful consideration to Greenway's letter stock proposal and has decided not to pursue it. Among other factors, Inland and its investment bankers have concluded that having Ryerson Tull's earnings tracked by a letter stock issued by Inland at the same time as Ryerson Tull's own common stock is publicly traded would cause substantial confusion in the market. Indeed, a thorough review did not reveal a single company with both publicly traded equity and letter stock that tracks its earnings. The ability of investors to purchase the common stock of Ryerson Tull already provides many of the advantages a letter stock would potentially create -- without the disadvantages of a letter stock. Adding a Ryerson Tull letter stock to the mix on top of publicly traded Ryerson Tull common stock would produce a capital structure that would be unnecessarily complex. We appreciate your acknowledgment that Greenway's existing spin-off proposal would, if implemented, have a significant tax cost, and we urge you to withdraw that proposal. We want to assure you that we are receptive to new ideas and give them thorough and serious consideration, but we do not believe that either your spin-off proposal or your letter stock proposal are the right steps at this time. Yours truly, Jay M. Gratz cc: Robert J. Darnall Board of Directors George A. Ranney, Jr. -----END PRIVACY-ENHANCED MESSAGE-----