SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
November 25, 1997
(Date of earliest event reported)
INLAND STEEL INDUSTRIES,
INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-9117 36-3425828
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
30 West Monroe Street, Chicago, Illinois 60603
(Address of Principal Offices, including zip code)
(312) 346-0300
(Registrant's telephone number, including area code)
Item 5. Other Events
On November 25, 1997, the Board of Directors of the
Registrant declared a dividend distribution of one right (a "Right") for
each outstanding share of the Registrant's Common Stock, $1.00 par value
per share ("Common Stock"), to stockholders of record at the close of
business on December 17, 1997 (the "Record Date"). The Board of Directors
of the Registrant also authorized the issuance of one Right for each
share of Common Stock issued after the Record Date and prior to the
earliest of the Distribution Date (as defined below), the redemption,
exchange or expiration of the Rights. Except as set forth below and
subject to adjustment as provided in the Rights Agreement (defined
below), each Right entitles the registered holder to purchase from the
Registrant one one-hundredth of a share of Series D Junior Participating
Preferred Stock (the "Preferred Stock"), at a purchase price of $80 per
Right (the "Purchase Price"). The description and terms of the Rights are
set forth in a Rights Agreement, dated as of November 25, 1997 (the
"Rights Agreement"), between the Registrant and Harris Trust and Savings
Bank, as Rights Agent.
Upon payment of the dividend at the close of business on the
Record Date, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights Certificates
(as defined below) will be distributed. The Rights will separate from the
Common Stock upon the earliest of (i) 10 days following a public
announcement that a person or group (an "Acquiring Person"), together
with persons affiliated or associated with it, has acquired, or obtained
the right to acquire, beneficial ownership of 20% or more of the
outstanding shares of Common Stock (the "Stock Acquisition Date"), (ii)
10 business days (or such later date as the Board of Directors of the
Registrant shall determine) following the commencement of a tender offer
or exchange offer that would result in a person or group beneficially
owning 20% or more of such outstanding shares of Common Stock, or (iii)
10 business days following a determination by the Board of Directors of
the Registrant that a person (an "Adverse Person"), alone or together
with its affiliates and associates, has become the beneficial owner of
more than 10% of the Common Stock and that (a) such beneficial ownership
is intended to cause the Registrant to repurchase the Common Stock
beneficially owned by such person or to cause pressure on the Registrant
to take action or enter into transactions intended to provide such person
with short-term financial gain under circumstances where the Board of
Directors of the Registrant determines that the best long-term interests
of the Registrant would not be served by taking such action or entering
into such transactions at the time or (b) such beneficial ownership is
causing or reasonably likely to cause a material adverse impact on the
business or prospects of the Registrant; provided, however, that the
Board of Directors of the Registrant shall not declare to be an Adverse
Person any person which has reported or is required to report its
ownership of Common Stock on Schedule 13G under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or on Schedule 13D under
the Exchange Act which Schedule 13D does not state any intention to, or
reserve the right to, control or influence the Registrant or engage in
certain other actions, so long as such person neither reports nor is
required to report such ownership other than as described in this proviso
(the earliest of such dates, the "Distribution Date").
Until the Distribution Date (or earlier redemption or
expiration of the Rights), (i) the Rights will be transferred with and
only with the Common Stock (except in connection with redemption of the
Rights), (ii) new Common Stock certificates issued after the Record Date
upon transfer, replacement or new issuance of Common Stock will contain a
notation incorporating the Rights Agreement by reference and (iii) the
surrender for transfer of any certificates for Common Stock outstanding
will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate.
The Rights will first become exercisable on the Distribution
Date and will expire at the close of business on December 17, 2007 (the
"Final Expiration Date"), unless earlier redeemed or exchanged by the
Registrant as described below. Notwithstanding the foregoing, the Rights
will not be exercisable after the occurrence of a Triggering Event
(defined below) until the Registrant's right of redemption has expired.
As soon as practicable after the Distribution Date, separate
certificates evidencing the Rights (the "Rights Certificates") will be
mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date and, thereafter, such separate Rights
Certificates alone will evidence the Rights. Except for shares of Common
Stock issued or sold after the Distribution Date pursuant to the exercise
of stock options or under any employee benefit plan or arrangement
granted or awarded prior to the Distribution Date, or the exercise,
conversion or exchange of securities issued by the Registrant, and except
as otherwise determined by the Board of Directors, only shares of Common
Stock issued prior to the Distribution Date will be issued with Rights.
In the event that any person shall become (a) an Acquiring
Person (except (i) pursuant to an offer for all outstanding shares of
Common Stock which the independent directors determine to be fair to and
otherwise in the best interest of the Registrant and its stockholders
after receiving advice from one or more investment banking firms (a
"Qualifying Offer") and (ii) for certain persons owning less than 25% of
the outstanding Common Stock of the Company who report their ownership on
Schedule 13G under the Exchange Act, or on Schedule 13D under the
Exchange Act, provided that they do not state any intention to, or
reserve the right to, control or influence the Registrant and such
persons certify that they became an Acquiring Person inadvertently and
they agree that they will not acquire any additional shares of Common
Stock) or (b) an Adverse Person (either such event is referred to herein
as a "Triggering Event"), then the Rights will "flip-in" and entitle each
holder of a Right, except as provided below, to purchase, upon exercise
at the then-current Purchase Price, that number of shares of Common Stock
having a market value of two times such Purchase Price.
Any Rights beneficially owned at any time on or after the
earlier of the Distribution Date and the Stock Acquisition Date by an
Acquiring Person, an Adverse Person or an affiliate or associate of an
Acquiring Person or an Adverse Person (whether or not such ownership is
subsequently transferred) will become null and void upon the occurrence
of a Triggering Event, and any holder of such Rights will have no right
to exercise such Rights.
In the event that, following a Triggering Event, the
Registrant is acquired in a merger or other business combination in which
the Common Stock does not remain outstanding or is changed (other than a
merger following a Qualifying Offer) or 50% of the assets or earning
power of the Registrant and its Subsidiaries (as defined in the Rights
Agreement) (taken as a whole) is sold or otherwise transferred to any
person (other than the Registrant or any Subsidiary of the Registrant) in
one transaction or a series of related transactions, the Rights will
"flip-over" and entitle each holder of a Right, except as provided in the
preceding paragraph, to purchase, upon exercise of the Right at the
then-current Purchase Price, that number of shares of common stock of the
acquiring company (or, in certain circumstances, one of its affiliates)
which at the time of such transaction would have a market value of two
times such Purchase Price.
The Purchase Price is subject to adjustment from time to time
to prevent dilution upon the (i) declaration of a dividend on the
Preferred Stock payable in shares of Preferred Stock, (ii) subdivision of
the outstanding Preferred Stock, (iii) combination of the outstanding
Preferred Stock into a smaller number of shares, (iv) issuance of any
shares of the Registrant's capital stock in a reclassification of the
Preferred Stock (including any such reclassification in connection with a
consolidation or merger in which the Registrant is the continuing or
surviving corporation), (v) grant to holders of the Preferred Stock of
certain rights, options, or warrants to subscribe for Preferred Stock or
securities convertible into Preferred Stock at less than the current
market price of the Preferred Stock, or (vi) distribution to holders of
the Preferred Stock of other evidences of indebtedness, cash (other than
a regular quarterly cash dividend payable out of the earnings or retained
earnings of the Registrant), subscription rights, warrants, or assets
(other than a dividend payable in Preferred Stock, but including any
dividend payable in stock other than Preferred Stock).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at
least 1% of the Purchase Price.
At any time until the earlier of (i) fifteen days following
the Stock Acquisition Date and (ii) the Final Expiration Date, the
Registrant may redeem the Rights in whole, but not in part, at a price of
$0.01 per Right, subject to adjustments; provided, however, that if the
Board of Directors determines to authorize a redemption in either of the
circumstances set forth in (i) or (ii) below Continuing Directors (as
defined below) must be in office and a majority of such Continuing
Directors must concur in such authorization: (i) such authorization
occurs on or after the time a Person becomes an Acquiring Person or (ii)
such authorization occurs on or after the date of a change (resulting
from a proxy or consent solicitation) in a majority of the directors in
office at the commencement of such solicitation if any person who is a
participant in such solicitation has stated (or if upon the commencement
of such solicitation, a majority of the Board of Directors has determined
in good faith) that such person (or any of its affiliates or associates)
intends to take, or may consider taking, any action which would result in
such person becoming an Acquiring Person or which would cause the
occurrence of a Triggering Event, unless concurrently with such
solicitation, such person is making a cash tender offer for all
outstanding shares of Common Stock not owned by such person. A
"Continuing Director" is any person who is not an Acquiring Person or an
affiliate or an associate of an Acquiring Person, or a representative of
an Acquiring Person and such person was a member of the Board of
Directors prior to the date of the Rights Agreement or who subsequently
became a member of the Board of Directors and such person's nomination
for election was recommended or approved by a majority of Continuing
Directors. The Registrant may not redeem the Rights following a
determination that any person is an Adverse Person. The Registrant may,
at its option, pay the redemption price in cash, shares of Common Stock
(based on the current market price of the Common Stock at the time of
redemption) or any other form of consideration deemed appropriate by the
Board of Directors of the Registrant. Immediately upon the action of the
Registrant's Board of Directors ordering redemption of the Rights, the
right to exercise the Rights will terminate and the only right of the
holders of Rights will be to receive the applicable redemption price. In
addition, after a Triggering Event, at the election of the Board of
Directors of the Registrant, the outstanding Rights (other than those
beneficially owned by an Acquiring Person, Adverse Person or an affiliate
or associate of an Acquiring Person or Adverse Person) may be exchanged,
in whole or in part, for shares of Common Stock, or shares of preferred
stock of the Registrant having essentially the same value or economic
rights as such shares. Immediately upon the action of the Board of
Directors of the Registrant authorizing any such exchange, and without
any further action or any notice, the Rights (other than Rights which are
not subject to such exchange) will terminate and such Rights will only
entitle holders to receive the shares issuable upon such exchange.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Registrant, including, without
limitation, the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to stockholders or to the
Registrant, stockholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Common
Stock (or other consideration) of the Registrant or for common stock of
the acquiring company as set forth above.
At any time prior to the Distribution Date, the Registrant
may, without the approval of any holder of the Rights, supplement or
amend any provision of the Rights Agreement. Thereafter, the Rights
Agreement may be amended only (i) to cure ambiguities, (ii) to correct
inconsistent provisions, (iii) to shorten or lengthen any time period
thereunder (under certain circumstances only with the concurrence of a
majority of the Continuing Directors) or (iv) in ways that do not
adversely affect the Rights holders (other than an Acquiring Person or
Adverse Person). From and after the Distribution Date, the Rights
Agreement may not be amended to lengthen (x) a time period relating to
when the Rights may be redeemed at such time as the Rights are not then
redeemable, or (y) any other time period unless such lengthening is for
the purpose of protecting, enhancing or clarifying the rights of, and/or
the benefits to, the holders of Rights (other than an Acquiring Person or
Adverse Person).
As of November 6, 1997, there were 48,959,768 shares of
Common Stock outstanding. Each outstanding share of Common Stock on the
Record Date will receive one Right. Until the Distribution Date, the
Registrant will issue one Right with each share of Common Stock that
shall become outstanding so that all such shares will have attached
Rights. 1,000,000 shares of Preferred Stock have been reserved for
issuance upon exercise of the Rights.
The Rights have certain antitakeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire
the Registrant on terms not approved by the Registrant's Board of
Directors. The Rights should not interfere with any merger or other
business combination approved by the Board of Directors of the Registrant
since the Board of Directors may, subject to the limitations discussed
above at its option, at any time until fifteen days following the Stock
Acquisition Date, redeem all, but not less than all, of the then
outstanding Rights at the applicable redemption price.
The foregoing summary description of the Rights does not
purport to be complete and is qualified in its entirety by reference to
the Rights Agreement (which includes as Exhibit A the Form of Rights
Certificate), a copy of which is incorporated herein by reference to
Exhibit 4.1 to this report on Form 8-K. Copies of the Rights Agreement
will be available free of charge from the Registrant.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits. The following documents are filed as exhibits to this
current report.
4.1. Rights Agreement, dated as of November 25, 1997, between the
Registrant and Harris Trust and Savings Bank, as Rights
Agent, which includes as Exhibit A thereto the Form of Rights
Certificate.
99 Press release of the Company relating to the renewal of the
Company's Rights Agreement.
Signature
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 hereto duly authorized.
November 25, 1997 INLAND STEEL INDUSTRIES, INC.
(Registrant)
By: /s/Jay M. Gratz
Name: Jay M. Gratz
Title: Vice President and Chief
Financial Officer
Exhibit Index
Exhibit Description Page
4.1 Rights Agreement, dated as of N/A
November 25, 1997, between the Registrant
and Harris Trust and Savings Bank, as
Rights Agent, (filed as Exhibit 4.1 to
the Company's Registration Statement on
Form 8-A filed on November 28, 1997 which
is incorporated by reference herein)
which includes as Exhibit A thereto the
Form of Rights Certificate.
99 Press release of the Company relating to N/A
the renewal of the Company's Rights
Agreement.
PRESS RELEASE
INLAND STEEL INDUSTRIES
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INLAND DECLARES DIVIDENDS AND RENEWS STOCKHOLDER RIGHTS PLAN
CHICAGO (November 25, 1997) - The Board of Directors of Inland Steel
Industries, Inc., has declared cash dividends of 5 cents per share on the
company's common stock and 60 cents per share on its Series A $2.40
Cumulative Convertible Preferred Stock.
The dividends will be payable February 1, 1998, to stockholders of record
at the close of business on January 6, 1998.
Inland's Board also renewed the company's Stockholder Rights Plan,
scheduled to expire on December 17, 1997. The plan is substantially the
same as Inland's existing Stockholder Rights Plan.
# # #
Chicago-based Inland Steel Industries, Inc., is a materials management,
logistics and technical services company that provides value-added steel
products and materials-related services to manufacturers in the
automotive, appliance, furniture, equipment, electric motor and a variety
of other industries. Its wholly owned subsidiaries are Inland Steel
Company, the sixth largest U.S. steel producer, and Inland International.
In addition, it owns 87 percent of Ryerson Tull, Inc., the largest North
American metals and industrial plastics service center operation,
comprised of Joseph T. Ryerson & Son, Inc., J.M. Tull Metals Company,
Inc., and Ryerson de Mexico, a 50/50 joint venture with AHMSA, Mexico's
largest carbon steel producer.
