-----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, K96jtTb3X4s5CM45sCNhlQ1JujZMqDqCcNOo8486zR2WS8Wy24SFAsAkYJCJDFhV 8TTD0jgtl6e0KFB7VcW8Vg== 0000950137-98-002834.txt : 19980723 0000950137-98-002834.hdr.sgml : 19980723 ACCESSION NUMBER: 0000950137-98-002834 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980721 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: 98668940 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. 1 TO SCHEDULE 13E-4 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- AMENDMENT NO. 1 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. 1 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)(11) the press release issued by Inland Steel Industries, Inc. on July 20, 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: July 21, 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..... (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).(11) 2 PRESS RELEASE 1 [INLAND STEEL INDUSTIES LOGO] Inland Steel Industies, Inc. announces self-tender For up to 25,500,000 shares. Chicago, Illinois, July 20, 1998 -- Inland Steel Industies, Inc. (NYSE: IAD) announced today that it is commencing an offer to repurchase up to 25,500,000 shares of its common stock pursuant to a "Dutch auction" self-tender offer. The tender offer price will be between $30.00 and $34.00 per share in cash, which would result in the payment to tendering stockholders of an aggregate of $867 million at the top of the range if 25,500,000 shares are tendered. The offer will expire at 12:00 Midnight, New York time, on Friday, August 14, 1998, unless extended. On July 17, 1998, Inland Steel Industries common stock closed at $28.75 per share. Under the terms of the tender offer, Inland Steel Industries stockholders will be given the opportunity to specify prices within the company's stated price range at which they are willing to tender their shares. Upon receipt of tenders, Inland Steel Industies will determine a final price that enables it to purchase up to 25,500,000 shares from those stockholders who agree to sell at or below the selected purchase price. All shares purchased will be at the selected purchase price. If more than (More) 2 INLAND STEEL INDUSTRIES NEWS RELEASE - PAGE 2 OF 3 25,500,000 shares are tendered at or below the selected purchase price, shares will be accepted pro rata as described in the offering materials. The offer will not be contingent upon any minimum number of shares being tendered. Inland Steel Industries currently has approximately 49.2 million shares of common stock outstanding. The company will finance the tender offer with cash received as a result of the recently completed acquisition of its subsidiary, Inland Steel Company, by Ispat International N.V. The company is considering merging Ryerson Tull, Inc., its majority owned subsidiary, into the company or a subsidiary of the company following completion of the tender offer. Although terms of the merger have not yet been determined, it is anticipated that shareholders of Ryerson Tull would receive shares of the company's common stock in the merger. The company will seek the approval of the independent directors of Ryerson Tull. There can be no assurance that the company will reach agreement with Ryerson Tull's independent directors on terms acceptable to the company. "We are delighted to offer to return to Inland shareholders a substantial portion of the proceeds from the sale of Inland Steel Company to Ispat International," said Robert J. Darnall, Inland's chairman, president and chief executive officer. "Equally as important is that, following completion of a successful tender offer, the merger, and various other activities, the resulting capital structure of the combined Inland-Ryerson 3 INLAND STEEL INDUSTRIES NEWS RELEASE - PAGE 3 OF 3 company is expected to be in the mid-30 percent debt-to-capital range, which should earn the merged company an investment grade rating and improve financial flexibility." Neither the company nor its board of directors makes any recommendation to stockholders as to whether to tender or refrain from tendering their shares. Each stockholder must make the decision whether to tender shares and, if so, how many shares and at what price or prices shares should be tendered. The tender offer will be subject to various terms and conditions described in offering materials to be distributed to stockholders. Goldman, Sachs & Co. will serve as the dealer managers for the offer. Mackenzie Partners, Inc. will serve as the information agent. Requests for copies of the tender offer materials should be directed to MacKenzie Partners at (212) 929-5500 or (800) 322-2885. Questions concerning the tender offer should be directed to Goldman, Sachs & Co. at (800) 323-5678. ### Inland Steel Industries 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 steel 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. Faxes of Inland news releases may be obtained by calling (800) 758-5804, ext. 108925. -----END PRIVACY-ENHANCED MESSAGE-----