-----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, WKTypUzKW4cSsbFCbNVvT+6qg6vhw2ODNKv2pxx5inh+/3ipzi34DKkmifHUDDMK yjj5bAxdBaAEIUMEQlm+YQ== 0000950131-97-003213.txt : 19970509 0000950131-97-003213.hdr.sgml : 19970509 ACCESSION NUMBER: 0000950131-97-003213 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970508 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: 97598245 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: May 8, 1997 Dear Institutional Shareholder: Bob Darnall and Dale Wiersbe recently made a presentation to The Steel Splinter Group which consists of analysts, primarily on the sell-side, who actively follow the company. A copy of their slides is enclosed. In addition, I want to expand on our Board's recommendation against the proposal by Greenway Partners that Inland spin-off Ryerson Tull. Long before Greenway became involved, Inland's Board and management had embarked upon value building initiatives and taken significant actions toward achieving Operational Excellence. The recapitalization of the company and talks held with USX-U.S. Steel Group last year are two examples of strategic alternatives we pursued. After serious study our Board unanimously concluded that a spin-off of Ryerson Tull is NOT in shareholders' best interest at this time. The Board also concluded that the most enduring way to create shareholder value is by improving operating performance. Clearly, results for the last three quarters demonstrate that substantial improvements are being made and that our strategic plan is beginning to bear fruit. Specifically, for the first quarter of 1997: . Net income of $31.2 million, or 59 cents per common share, nearly doubled that of Q-1, 1996, . Inland Steel Company's operating profit was up over $25 million from Q-1 a year ago, well above analysts' expectations, . Ryerson Tull posted operating profit of $35.0 million with shipments up 11 percent, operating expenses per ton down and further gains in market share, and . Corporate interest expense was down 18 percent from the first quarter of 1996 reflecting our company's recently concluded accelerated deleveraging program. As described in our proxy statement, a spin-off now would have costly adverse tax consequences, could very well impair shareholder value and would most certainly limit our Board's ability to pursue other alternatives for maximizing shareholder value. Management and the Board urge you to: Vote AGAINST item #3 on the proxy. ------- If you have any questions, please give me a call. Thank you for your support on this very important matter. Sincerely, -----END PRIVACY-ENHANCED MESSAGE-----