<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] 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.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
<PAGE>
[LETTERHEAD OF INLAND STEEL INDUSTRIES]
- --------------------------------------------------------------------------------
May 16, 1997
Via Facsimile and
Overnight Courier
Dear Institutional Investor:
You may have recently received a letter from Greenway Partners arguing that
Inland should issue "letter stock" linked to the earnings of Ryerson Tull, Inc.
instead of spinning off Ryerson Tull as Greenway proposed in Inland's proxy
statement for the 1997 Annual Meeting of Stockholders.
Reflecting the importance placed on shareholders' views, Inland and its
investment bankers studied Greenway's letter stock idea and decided not to
pursue it because, among other factors, having Ryerson Tull's earnings tracked
by a letter stock issued by Inland at the same time as Ryerson Tull's own common
stock is publicly traded would cause substantial confusion in the market. You
should know that, prior to embarking upon its present strategic course, Inland
and its investment bankers evaluated the possibility of a letter stock offering
and concluded it would not be in the best interest of shareholders.
The Company does not believe that either Greenway's spin-off proposal or
its letter stock proposal are the right steps at this time. Notably,
Institutional Shareholder Services has just issued a report sharing this view
and recommending a VOTE AGAINST ITEM 3 on Inland's proxy.
A copy of my letter to Greenway, a recent press release and a letter to
Inland shareholders are enclosed for your consideration. Please feel free to
contact me at (312) 899-3923, or Bob Weidner at (312) 899-3607, if you have any
questions.
Yours very truly,
Jay M. Gratz
cc: Robert J. Darnall
