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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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[_] 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.
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(Name of Registrant as Specified In Its Charter)
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Notes:
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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.
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If you have any questions, please give me a call. Thank you for your support on
this very important matter.
Sincerely,
