SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 16, 1998
INLAND STEEL COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 1-2438 36-1262880
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
30 West Monroe Street
Chicago, Illinois 60603
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 346-0300
Not Applicable
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(Former name or former address, if changed since last report)
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Item 1. Change in Control of Registrant.
(a) On July 16, 1998, Inland Steel Company, a wholly owned
subsidiary of Inland Steel Industries, Inc. ("Inland") that constituted the
steel manufacturing and related operations segment of Inland's consolidated
operations, merged with Inland Merger Sub, Inc., a subsidiary of Ispat
International N.V. ("Ispat"), pursuant to an agreement and plan of merger
dated May 27, 1998, as amended as of July 16, 1998 (the "Merger
Agreement"), among Inland, Inland Steel Company, Ispat and Inland Merger
Sub, Inc. (the "ISC/Ispat Transaction"). Inland Steel Company was the
surviving company in the merger. As a result of the ISC/Ispat Transaction,
Inland Steel Company became a wholly owned subsidiary of Ispat. Pursuant to
the merger, Inland received approximately $1.1 billion in cash in exchange
for the outstanding common stock and preferred stock of Inland Steel
Company and in connection with the repayment of intercompany debt of Inland
Steel Company held by Inland. Inland Steel Company has previously announced
the signing of the Merger Agreement.
The foregoing summary is qualified in its entirety by reference to
the Merger Agreement, incorporated herein by reference as Exhibit 2.1, and
the amendment to the Merger Agreement, incorporated herein by reference as
Exhibit 2.2.
(b) Not Applicable.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) The exhibits required to be filed by Item 601 of Regulation
S-K are listed in the "Exhibit Index," which is attached hereto and
incorporated by reference herein.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Dated: July 28, 1998 INLAND STEEL COMPANY
By: /s/ Cynthia C. Heath
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Cynthia C. Heath
Vice President, Finance and
Controller
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EXHIBIT INDEX
Exhibit
Number Description
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2.1 Agreement and Plan of Merger, dated as of May
27, 1998, between Ispat International, N.V.,
Inland Steel Industries, Inc., Inland Merger
Sub, Inc. and Inland Steel Company (incorporated
herein by reference to Exhibit 2.1 to the
Current Report on Form 8-K of Inland Steel
Company, as filed with the Commission on May 27,
1998).
2.2 Amendment to Agreement and Plan of Merger, dated
as of July 16, 1998, between Ispat
International, N.V., Inland Steel Industries,
Inc., Inland Merger Sub, Inc. and Inland Steel
Company (incorporated herein by reference to
Exhibit 2.2 to the Current Report on Form 8-K of
Inland Steel Industries, Inc., as filed with the
Commission on July 20, 1998).
Pursuant to Item 601(b)(2) of Regulation S-K, the exhibits and
schedules referenced in the Agreement and Plan of Merger, as amended, are
omitted from this filing. The Registrant hereby agrees to furnish
supplementally a copy of any of the omitted schedules upon the request of
the Securities and Exchange Commission.
