-----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, L/jo5NTLw5LZdNFLQEYESk84jfUv55bUl18FiPoRiDcso0kTi60lWQOdyWMylQDI TL4zHQh05s5NPs3z43f8Qw== 0000950137-98-003165.txt : 19980814 0000950137-98-003165.hdr.sgml : 19980814 ACCESSION NUMBER: 0000950137-98-003165 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980813 SROS: NYSE SUBJECT COMPANY: 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: SC 13E4/A SEC ACT: SEC FILE NUMBER: 005-37208 FILM NUMBER: 98685138 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 FILED BY: 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: SC 13E4/A 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 SC 13E4/A 1 AMENDMENT NO. 2 TO SCHEDULE 13E-4 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- AMENDMENT NO. 2 TO SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) ------------------------- INLAND STEEL INDUSTRIES, INC. (Name of Issuer) INLAND STEEL INDUSTRIES, INC. (Name of Person(s) Filing Statement) COMMON STOCK ($1.00 PAR VALUE) (Title of Class of Securities) 457472 10 8 (CUSIP Number of Class of Securities) George A. Ranney, Jr. Vice President and General Counsel Inland Steel Industries, Inc. 30 West Monroe Street Chicago, Illinois 60603 (312) 346-0300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) ------------------------- Copy to: Philip J. Niehoff Mayer, Brown & Platt 190 South LaSalle Street Chicago, Illinois 60603-3441 (312) 782-0600 ------------------------- JULY 20, 1998 (Date Tender Offer First Published, Sent or Given to Security Holders) ------------------------- CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee ---------------------- -------------------- $867,000,000 $173,400
- --------------- * Calculated solely for purposes of determining the filing fee, based upon the purchase of 25,500,000 shares at the maximum tender offer price per share of $34.00. [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount Previously Paid: $173,400 Filing Party: Inland Steel Industries, Inc. Form or Registration No.: Form 13E-4 Date Filed: July 20, 1998
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 This Amendment No. 2 to Issuer Tender Offer Statement on Schedule 13E-4 filed July 20, 1998 (the "Statement"), is being made solely for the purpose of filing, as Exhibit (a)(12), the press release issued by Inland Steel Industries, Inc. (the "Company") on August 6, 1998, filed as Exhibit 99.1 to the Company's Current Report on Form 8-K, dated August 6, 1998 and, as Exhibit(a)(13), the press release issued by the Company on August 12, 1998. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. (a) A list of exhibits filed with this Statement is set forth on the Index to Exhibits immediately following the signature page of this Statement and is incorporated herein by reference. (b)-(f) Not applicable. 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. INLAND STEEL INDUSTRIES, INC. By: /s/ JAY M. GRATZ ------------------------------------ Jay M. Gratz Vice President and Chief Financial Officer Dated: August 13, 1998 2 4 INDEX TO EXHIBITS
ITEM DESCRIPTION PAGE ---- ----------- ---- (a)(1) Form of Offer to Purchase dated July 20, 1998............... * (a)(2) Form of Letter of Transmittal............................... * (a)(3) Form of Notice of Guaranteed Delivery....................... * (a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees................................ * (a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees........ * (a)(6) Form of Letter to Stockholders dated July 20, 1998, from the Chairman, President and Chief Executive Officer of the Company..................................................... * (a)(7) Form of Letter from LaSalle National Bank, as ESOP Trustee ("LaSalle"), to participants in the Inland Steel Industries Thrift Plan, the Inland Steel Company Savings Plan and the Ryerson Tull Savings Plan, including the form of Direction Form to LaSalle from participants in such plans and the form of Questions and Answers for plan participants about the Inland Steel Industries, Inc. tender offer.................. * (a)(8) Form of Letter from Morgan Stanley Dean Witter, as Option Exercise/Tender Agent, to stock option holders, including the form of Option Exercise/Tender Instruction Form from Morgan Stanley Dean Witter to such stock option holders, the form of Letter from Stig L. Rahm of Morgan Stanley Dean Witter to stock option holders and the form of Questions and Answers for plan participants about the Inland Steel Industries, Inc. tender offer............................... * (a)(9) Summary Advertisement dated July 20, 1998................... * (a)(10) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9............................... * (a)(11) Press Release issued by the Company dated July 20, 1998..... * (a)(12) Exhibit 99.1 to the Company's Current Report on Form 8-K, dated August 6, 1998 (incorporated herein by reference from the Company's Form 8-K filed with the Commission on August 10, 1998)................................................... * (a)(13) Press Release issued by the Company dated August 12, 1998... (g)(1) Exhibit 99.1 to the Company's Current Report on Form 8-K, dated July 16, 1998 (incorporated herein by reference from the Company's Form 8-K filed with the Commission on July 20, 1998)....................................................... *
- --------------- * Previously filed. 3 EX-99.(A)(13) 2 PRESS RELEASE 1 Inland Steel Industries, Inc. 30 West Monroe St. Chicago, Illinois 60603 INLAND STEEL INDUSTRIES, INC. NEWS RELEASE - -------------------------------------------------------------------------------- For additional information: Maria Hibbs 312-899-3162 For Immediate Release - -------------------------- INLAND STEEL INDUSTRIES ANNOUNCES GREENWAY'S REQUEST TO TEMPORARY RESTRAIN TENDER OFFER IS DENIED Chicago, IL (August 12, 1998) -- Inland Steel Industries, Inc. (NYSE: IAD) announced today that the Delaware Chancery Court denied the request of Greenway Partners, L.P. and related entities to temporarily restrain Inland's Dutch Auction self-tender offer for up to 25.5 million shares of Inland common stock at a cash price between $30 and $34 per share. Under the terms of the tender offer, tendering stockholders will either specify prices within the $30-$34 price range at which they are willing to tender their shares or elect to receive the purchase price determined by the Dutch Auction mechanism. The final tender price will be the lowest price that enables the Company to purchase 25.5 million shares (or such lesser number of shares as have been validly tendered). All shares purchased will be paid the final tender price. If more than 25.5 million shares are tendered at or below the final tender price, shares will be accepted pro rata as described in the offering materials. As previously reported, Greenway entities filed the lawsuit on August 5, 1998. Greenway alleged that given their current 9.7% stock ownership, the size of the tender offer and the terms of the Company's shareholder rights plan coerce Greenway into tendering its shares for reasons other than the merits of the tender offer. The Greenway entities indicated to the Delaware court that following the denial of a temporary restraining order, they would tender all of their shares and elect to have them purchased at the price determined by other stockholders through the Dutch Auction mechanism. They also reserved the right to pursue their claims after completion of the offer and seek all legal and equitable remedies, including rescission or damages. The offer is scheduled to expire at midnight, New York time, on Friday, August 14, 1998, unless extended. # # # Inland Steel Industries, Inc. is the holder of stock representing approximately 87% of the economic interest in Ryerson Tull, Inc. which is, in turn, the sole stockholder of Joseph T. Ryerson & Son, Inc. ("Ryerson") and J.M. Tull Metals Company, Inc. ("Tull"). Ryerson and Tull are leading metal service, distribution and materials processing organizations. Ryerson Tull, Inc. believes that it is the largest metals service center in the United States based on sales revenue, with 1997 sales of $2.8 billion and a current U.S. market share of approximately 10%, based on Ryerson Tull, Inc.'s analysis of data prepared by the Steel Service Center Institute. Ryerson Tull, Inc. distributes and processes metals and other materials throughout the continental United States. -----END PRIVACY-ENHANCED MESSAGE-----