-----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, HXB8EdyUwtEFZ5RjMGs3AglLZiUrDo3WBcG3oXiz7eBI/RT+se2z3N+svdg9wQKf Lcn9NrKxqKRm8wlWGe/14g== 0000950137-98-003360.txt : 19980825 0000950137-98-003360.hdr.sgml : 19980825 ACCESSION NUMBER: 0000950137-98-003360 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980824 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: 98696791 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 # 4 TO SCHEDULE 13E-4 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- AMENDMENT NO. 4 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 ---------------------- -------------------- $896,535,780 $179,307.16
- --------------- * 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 and the purchase of 984,526 shares at the tender offer purchase price per share of $30.00. [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. 4 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)(15), the press release issued by Inland Steel Industries, Inc. (the "Company") on August 24, 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 24, 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... * (a)(14) Press Release issued by the Company dated August 17, 1998... * (a)(15) Press Release issued by the Company dated August 24, 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.A15 2 PRESS RELEASE 1 Inland Steel Industries, Inc. 30 West Monroe St. Chicago, Illinois 60603 INLAND STEEL INDUSTRIES, INC. NEWS RELEASE - ---------------------------------------------------------------------------------------------- For additional information: Patrick J. Unzicker 773-762-2153 x3206
FOR IMMEDIATE RELEASE INLAND STEEL INDUSTRIES, INC. ANNOUNCES FINAL RESULTS OF DUTCH AUCTION TENDER OFFER Chicago, IL (August 24, 1998) -- Inland Steel Industries, Inc. (NYSE: IAD) announced today the final results of its Dutch auction self-tender offer for its common stock which expired on August 14, 1998. The purchase price for each of the 26,484,526 shares purchased is $30 per share and the acceptance ratio was 62.2% for shares subject to proration. Inland's tender offer was for up to 25.5 million shares of its common stock. Given the company's objective of returning a significant amount of cash to its stockholders from the recent sale of Inland Steel Company, Inland elected to purchase an additional 984,526 shares. The company expects that Harris Trust and Savings Bank, the depositary for the offer, will begin issuing payments and returning shares not accepted in the offer today, and will complete the process as soon as possible. As a result of this repurchase, Inland now has approximately 23.6 million shares of common stock outstanding. In addition, approximately 90,000 shares of Series A Convertible Preferred Stock remain outstanding. "Our objective has been to return substantially all of the net cash proceeds from the sale of Inland Steel Company to our stockholders in a prompt and tax efficient manner. We are quite pleased to have successfully returned approximately $794.5 million," said Robert J. Darnall, Inland's chairman, president and chief executive officer. With the sale of Inland Steel Company and the successful completion of the Dutch tender offer, the company's principal asset is 34 million shares of its majority-owned steel distribution subsidiary, Ryerson Tull, Inc. (NYSE: RT). These shares, representing 87% of Ryerson Tull's outstanding shares, have a stock market value of roughly $661 million, based on Friday's closing stock price for Ryerson Tull of $19.4375 per share. In addition to the shares of Ryerson Tull, and after unwinding Inland's leveraged ESOP, Inland will have approximately $135 million in cash and miscellaneous assets with an estimated value of $50 million, and will be free of debt. These miscellaneous assets include Inland's Magnetics business and its joint ventures in Hong Kong, India and China. As previously reported, Inland is actively considering proposing a merger of Ryerson Tull into Inland or a subsidiary of Inland, with Ryerson Tull's public stockholders receiving Inland common stock. The precise timing and substance of any such proposal is dependent upon a number of factors including the relative values of Inland and Ryerson Tull stock prices in the public market and the requirement that the exchange ratio be fair to stockholders of both Inland and Ryerson Tull. Any proposal from Inland would be presented to a committee of independent directors of Ryerson Tull for its review and consideration. # # # 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. and J.M. Tull Metals Company, Inc. Ryerson and Tull are leading steel service, distribution and materials processing organizations. Ryerson Tull, Inc. 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-----