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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
__________
(Amendment No. 3)
INLAND STEEL INDUSTRIES, INC.
(Name of Issuer)
Common Stock, $1.00 par value per share 457472108
(Title of class of securities) (CUSIP number)
Gary K. Duberstein, Esq.
Greenway Partners, L.P.
277 Park Avenue, 27th Floor
New York, New York 10172 (212) 350-5100
(Name, address and telephone number of person authorized
to receive notices and communications)
December 24, 1997
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Note: When filing this statement in paper format, six copies of this statement,
including exhibits, should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
(Continued on following page(s))
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<PAGE>
- ----------------------------------- ----------------------------------
CUSIP No. 457472108 13D Page 2 of 12 Pages
- ----------------------------------- ----------------------------------
- ------------------ -------------------------------------------------------------
1 NAME OF REPORTING PERSON GREENWAY PARTNERS, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. 13-3714238
OF ABOVE PERSON
- ------------------ -------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
- ------------------ -------------------------------------------------------------
3 SEC USE ONLY
- ------------------ -------------------------------------------------------------
4 SOURCE OF FUNDS: WC, OO
- ------------------ -------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [_]
- ------------------ -------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 830,000
SHARES
------- --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
------- --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 830,000
REPORTING
------- --------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
- ------------------ -------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 830,000
- ------------------ -------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [_]
- ------------------ -------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.7%
- ------------------ -------------------------------------------------------------
14 TYPE OF REPORTING PERSON: PN
- ------------------ -------------------------------------------------------------
<PAGE>
- ----------------------------------- ----------------------------------
CUSIP No. 457472108 13D Page 3 of 12 Pages
- ----------------------------------- ----------------------------------
- ------------------ -------------------------------------------------------------
1 NAME OF REPORTING PERSON GREENTREE PARTNERS, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. 13-3752875
OF ABOVE PERSON
- ------------------ -------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
- ------------------ -------------------------------------------------------------
3 SEC USE ONLY
- ------------------ -------------------------------------------------------------
4 SOURCE OF FUNDS: WC, OO
- ------------------ -------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [_]
- ------------------ -------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 325,000
SHARES
------- --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
------- --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 325,000
REPORTING
------- --------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
- ------------------ -------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 325,000
- ------------------ -------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [_]
- ------------------ -------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.7%
- ------------------ -------------------------------------------------------------
14 TYPE OF REPORTING PERSON: PN
- ------------------ -------------------------------------------------------------
<PAGE>
- ----------------------------------- ----------------------------------
CUSIP No. 457472108 13D Page 4 of 12 Pages
- ----------------------------------- ----------------------------------
- ------------------ -------------------------------------------------------------
1 NAME OF REPORTING PERSON GREENHOUSE PARTNERS, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. 13-3793447
OF ABOVE PERSON
- ------------------ -------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
- ------------------ -------------------------------------------------------------
3 SEC USE ONLY
- ------------------ -------------------------------------------------------------
4 SOURCE OF FUNDS: WC, AF, OO
- ------------------ -------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [_]
- ------------------ -------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
------- --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 830,000
OWNED BY
------- --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
------- --------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 830,000
- ------------------ -------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 830,000
- ------------------ -------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [_]
- ------------------ -------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.7%
- ------------------ -------------------------------------------------------------
14 TYPE OF REPORTING PERSON: PN
- ------------------ -------------------------------------------------------------
<PAGE>
- ----------------------------------- ----------------------------------
CUSIP No. 457472108 13D Page 5 of 12 Pages
- ----------------------------------- ----------------------------------
- ------------------ -------------------------------------------------------------
1 NAME OF REPORTING PERSON GREENHUT, L.L.C.
S.S. OR I.R.S. IDENTIFICATION NO. 13-3793450
OF ABOVE PERSON
- ------------------ -------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
- ------------------ -------------------------------------------------------------
3 SEC USE ONLY
- ------------------ -------------------------------------------------------------
4 SOURCE OF FUNDS: WC, AF, OO
- ------------------ -------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [_]
- ------------------ -------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
------- --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 325,000
OWNED BY
------- --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
------- --------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 325,000
- ------------------ -------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 325,000
- ------------------ -------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [_]
- ------------------ -------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.7%
- ------------------ -------------------------------------------------------------
14 TYPE OF REPORTING PERSON: OO
- ------------------ -------------------------------------------------------------
<PAGE>
- ----------------------------------- ----------------------------------
CUSIP No. 457472108 13D Page 6 of 12 Pages
- ----------------------------------- ----------------------------------
- ------------------ -------------------------------------------------------------
1 NAME OF REPORTING PERSON GREENBELT CORP.
S.S. OR I.R.S. IDENTIFICATION NO. 13-3791931
OF ABOVE PERSON
- ------------------ -------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
- ------------------ -------------------------------------------------------------
3 SEC USE ONLY
- ------------------ -------------------------------------------------------------
4 SOURCE OF FUNDS: OO
- ------------------ -------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [_]
- ------------------ -------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 2,799,100
SHARES
------- --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
------- --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 2,799,100
REPORTING
------- --------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
- ------------------ -------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 2,799,100
- ------------------ -------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [_]
- ------------------ -------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.7%
- ------------------ -------------------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
- ------------------ -------------------------------------------------------------
<PAGE>
- ----------------------------------- ----------------------------------
CUSIP No. 457472108 13D Page 7 of 12 Pages
- ----------------------------------- ----------------------------------
- ------------------ -------------------------------------------------------------
1 NAME OF REPORTING PERSON GREENSEA OFFSHORE, L.P.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
- ------------------ -------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
- ------------------ -------------------------------------------------------------
3 SEC USE ONLY
- ------------------ -------------------------------------------------------------
4 SOURCE OF FUNDS: WC, OO
- ------------------ -------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [_]
- ------------------ -------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Cayman Islands
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 500,000
SHARES
------- --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
------- --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 500,000
REPORTING
------- --------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
- ------------------ -------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 500,000
- ------------------ -------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [_]
- ------------------ -------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.0%
- ------------------ -------------------------------------------------------------
14 TYPE OF REPORTING PERSON: PN
- ------------------ -------------------------------------------------------------
<PAGE>
- ----------------------------------- ----------------------------------
CUSIP No. 457472108 13D Page 8 of 12 Pages
- ----------------------------------- ----------------------------------
- ------------------ -------------------------------------------------------------
1 NAME OF REPORTING PERSON GREENHUT OVERSEAS, L.L.C.
S.S. OR I.R.S. IDENTIFICATION NO. 13-3868906
OF ABOVE PERSON
- ------------------ -------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
- ------------------ -------------------------------------------------------------
3 SEC USE ONLY
- ------------------ -------------------------------------------------------------
4 SOURCE OF FUNDS: WC, AF, OO
- ------------------ -------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [_]
- ------------------ -------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
------- --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 500,000
OWNED BY
------- --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
------- --------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 500,000
- ------------------ -------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 500,000
- ------------------ -------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [_]
- ------------------ -------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.0%
- ------------------ -------------------------------------------------------------
14 TYPE OF REPORTING PERSON: OO
- ------------------ -------------------------------------------------------------
<PAGE>
- ----------------------------------- ----------------------------------
CUSIP No. 457472108 13D Page 9 of 12 Pages
- ----------------------------------- ----------------------------------
- ------------------ -------------------------------------------------------------
1 NAME OF REPORTING PERSON ALFRED D. KINGSLEY
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
- ------------------ -------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
- ------------------ -------------------------------------------------------------
3 SEC USE ONLY
- ------------------ -------------------------------------------------------------
4 SOURCE OF FUNDS: PF, AF, OO
- ------------------ -------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [_]
- ------------------ -------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 28,000
SHARES
------- --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 4,454,100
OWNED BY
------- --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 28,000
REPORTING
------- --------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 4,454,100
- ------------------ -------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 4,482,100
- ------------------ -------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [_]
- ------------------ -------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.2%
- ------------------ -------------------------------------------------------------
14 TYPE OF REPORTING PERSON: IN
- ------------------ -------------------------------------------------------------
<PAGE>
- ----------------------------------- ----------------------------------
CUSIP No. 457472108 13D Page 10 of 12 Pages
- ----------------------------------- ----------------------------------
- ------------------ -------------------------------------------------------------
1 NAME OF REPORTING PERSON GARY K. DUBERSTEIN
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
- ------------------ -------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
- ------------------ -------------------------------------------------------------
3 SEC USE ONLY
- ------------------ -------------------------------------------------------------
4 SOURCE OF FUNDS: PF, AF, OO
- ------------------ -------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [_]
- ------------------ -------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
------- --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 4,454,100
OWNED BY
------- --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
------- --------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 4,454,100
- ------------------ -------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 4,454,100
- ------------------ -------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [_]
- ------------------ -------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.1%
- ------------------ -------------------------------------------------------------
14 TYPE OF REPORTING PERSON: IN
- ------------------ -------------------------------------------------------------
<PAGE>
This Amendment No. 3 ("Amendment No. 3") amends the
Statement on Schedule 13D (the "Schedule 13D") filed on February 21, 1997 by and
on behalf of Greenway Partners, L.P. ("Greenway"), Greentree Partners, L.P.
("Greentree"), Greenhouse Partners, L.P. ("Greenhouse"), Greenhut, L.L.C.
("Greenhut"), Greenbelt Corp. ("Greenbelt"), Greensea Offshore, L.P.
("Greensea"), Greenhut Overseas, L.L.C. ("Greenhut Overseas"), Alfred D.
Kingsley and Gary K. Duberstein (collectively, the "Reporting Persons").
Capitalized terms used herein and not defined herein have the meanings ascribed
thereto in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Since the filing of the Amendment No. 2 to the Schedule 13D, a
company for which Greenbelt manages investments purchased an aggregate of 30,600
Shares for total consideration (including brokerage commissions) of $523,774
derived from the capital of such company and margin indebtedness from Bear
Stearns & Co. Inc.
Since the filing of the Amendment No. 2 to the Schedule 13D,
Greenway purchased 9,000 Shares for total consideration (including brokerage
commissions) of $145,485 derived from the capital of Greenway and margin
indebtedness from Bear Stearns & Co. Inc.
ITEM 4. PURPOSE OF THE TRANSACTION
On December 24, 1997, Greenway filed with the Securities and
Exchange Commission pursuant to Rule 14a-6(a) under the Securities Exchange Act
of 1934, as amended, a preliminary proxy statement with respect to the 1998
Annual Meeting of Shareholders of Inland Steel Industries, Inc. A copy of the
preliminary proxy statement is annexed hereto as Exhibit 6.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date of this Statement, the Reporting Persons
beneficially owned in the aggregate 4,454,100 Shares constituting 9.2% of the
outstanding Shares (the percentage of Shares owned being based upon 48,959,768
Shares outstanding on November 6, 1997 as set forth in the Company's quarterly
report on Form 10-Q for the fiscal quarter ended September 30, 1997). The
Reporting Persons may be deemed to have direct beneficial ownership of Shares as
follows:
Approximate
Number of Percentage of
Name Shares Outstanding Shares
---- ---------- ------------------
Greenway 830,000 1.7%
Greentree 325,000 0.7%
Greenbelt 2,799,100 5.7%
Greensea 500,000 1.0%
Alfred D. Kingsley 28,000 0.1%
Greenhouse, as the general partner of Greenway, may be deemed
to own beneficially (as that term is defined in Rule 13d-3 under the Securities
Exchange Act of 1934) Shares which Greenway may be deemed to possess direct
beneficial ownership. Each of Messrs. Kingsley and Duberstein, as general
partners of Greenhouse, may be deemed to beneficially own Shares which
Greenhouse may be deemed to beneficially own. Each of Messrs. Kingsley and
Duberstein disclaim beneficial ownership of such Shares for all other purposes.
Greenhut as the general partner of Greentree may be deemed to
own beneficially (as that term is defined in Rule 13d-3 under the Securities
Exchange Act of 1934) Shares which Greentree may be deemed to possess direct
beneficial ownership. Each of Messrs. Kingsley and Duberstein, as members of
Greenhut, may be deemed to beneficially own Shares which Greenhut may be deemed
to beneficially own. Each of Messrs. Kingsley and Duberstein disclaim beneficial
ownership of such Shares for all other purposes.
11
<PAGE>
Greenhut Overseas, as the investment general partner of
Greensea, may be deemed to own beneficially (as that term is defined in Rule
13d-3 under the Securities Exchange Act of 1934) Shares which Greensea may be
deemed to possess direct beneficial ownership. Each of Messrs. Kingsley and
Duberstein, as members of Greenhut Overseas, may be deemed to beneficially own
Shares which Greenhut Overseas may be deemed to beneficially own. Each of
Messrs. Kinglsey and Duberstein disclaim beneficial ownership of such Shares for
all other purposes.
Greenbelt has direct beneficial ownership of the Shares in the
accounts which it manages. In addition, Greenbelt is the investment advisor for
Greenland Investment Company Limited, a Cayman Islands company ("Greenland"). In
such capacity, Greenbelt has the right to vote and direct the disposition of the
519,100 Shares held by Greenland and, consequently, has direct beneficial
ownership of such Shares. Substantially all of the equity interests in
Greenland are owned by Strategic Investment Partners Limited ("SIPL"). Because
SIPL and the right to elect to terminate its investment in Greenland upon less
than 60 days' notice and, upon such termination, all securities held by
Greenland would be sold by Greenland or, with SIPL's consent, distributed to
SIPL in kind, SIPL could be deemed to be the beneficial owner of the Shares held
by Greenland. Each of the Messrs. Kingsley and Duberstein, as executive officers
and directors of Greenbelt may be deemed to beneficially own Shares which
Greenbelt beneficially owns. Each of Messrs. Kingsley and Duberstein disclaim
beneficial ownership of such Shares for all other purposes.
(b) Greenway has the sole poser to vote or direct the vote of
830,000 Shares and the sole power to dispose or to direct the disposition of
such Shares. Greenhouse and Messrs. Kingsley and Duberstein may be deemed to
share with Greenway the power to vote or to direct the vote and dispose or to
direct the disposition of such Shares.
Greentree has the sole power to vote or direct the vote of
325,000 Shares and the sole power to dispose or direct the disposition of such
Shares. Greenhut and Messrs. Kingsley and Duberstein may be deemed to share with
Greentree the power to vote or to direct the vote and to dispose or to direct
the disposition of such Shares.
Greensea has the sole power to vote or direct the vote of
500,00 Shares and the sole power to dispose or
12
<PAGE>
direct the disposition of such Shares. Greenhut Overseas and Messrs. Kingsley
and Duberstein may be deemed to share with Greensea the power to vote or to
direct the vote and to dispose or to direct the disposition of such Shares.
Greenbelt has the sole power to vote or direct the vote of
2,280,000 Shares held in managed accounts and the 519,100 Shares held by
Greenland, and, except as described in Item 5(a) with respect to Greenland, the
sole power to dispose or direct the disposition of all such Shares. Messrs.
Kingsley and Duberstein may be deemed to share with Greenbelt the power to
direct the vote and to dispose or to direct the disposition of such Shares.
Mr. Kingsley also has the sole power to vote or direct the vote
of 28,000 Shares and the sole power to dispose or direct the disposition of such
Shares.
(c) Information concering transactions in the Shares by the
Reporting Persons during the past sixty days or since the most recent filing on
Schedule 13D, which ever is less, is set forth in Exhibit 5 attached hereto,
which is incorporated herein by reference.
(d) No other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Shares, except the dividends from, or proceeds from the sale of Shares
in each respective account managed by Greenbelt or held by Greenland will be
delivered into each such respective account or Greenland, as the case may be.
Neither any such individual account nor Greenland has an interest in more than
five percent of the class of outstanding Shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following Exhibits are filed herewith:
5. Information concerning transactions in the Shares effected
by the Reporting Persons in the last sixty days or since the most recent filing
on Schedule 13D, which ever is less.
6. Preliminary Proxy Statement filed by Greenway with the
Securities and Exchange Commission on December 24, 1997.
13
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information contained in this Statement is
true, complete and correct.
Dated: December 24, 1997
GREENHOUSE PARTNERS, L.P. GREENWAY PARTNERS, L.P.
By: Greenhouse Partners, L.P., its
general partner
By: /s/ Gary K. Duberstein
--------------------------------- By: /s/ Gary K. Duberstein
Gary K. Duberstein, general ------------------------------
partner Gary K. Duberstein, general
partner
GREENHUT, L.L.C. GREENTREE PARTNERS, L.P.
By: Greenhut, L.L.C., its general
partner
By: /s/ Gary K. Duberstein
--------------------------------- By: /s/ Gary K. Duberstein
Gary K. Duberstein, Member ------------------------------
Gary K. Duberstein, Member
GREENHUT OVERSEAS, L.L.C. GREENSEA OFFSHORE, L.P.
By: Greenhut Overseas, L.L.C., its
investment general partner
By: /s/ Gary K. Duberstein
--------------------------------- By: /s/ Gary K. Duberstein
Gary K. Duberstein, Member -------------------------------
Gary K. Duberstein, Member
GREENBELT CORP.
By: /s/ Alfred D. Kingsly
-------------------------------
Alfred D. Kingsley, President
/s/ Alfred D. Kingsley
-------------------------------
Alfred D. Kingsley
/s/ Gary K. Duberstein
-------------------------------
Gary K. Duberstein
Page 14
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
5. Information concerning transactions in the Shares effected
by the Reporting Persons in the last sixty days or since
the most recent filing on Schedule 13D, which ever is less.
6. Preliminary Proxy Statement filed by Greenway with the
Securities and Exchange Commission on December 24, 1997.
Exhibit 5
TRANSACTION IN SHARES OF THE COMPANY
The Reporting Persons engaged in the following transactions in
Shares of the Company during the past 60 days or since the most recent filing on
Schedule 13D, which ever is less. All transactions involved purchases of Shares
on the New York Stock Exchange.
Reporting Person Date of Number of Price Per
With Direct Transaction Shares Share
Beneficial (Excluding
Ownership Commission)
Greenbelt 12/11/97 30,600 $17.0768
Greenway 12/23/97 9,000 $16.125
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20547
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:
[X] PRELIMINARY PROXY STATEMENT
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED
BY RULE 14A-6(E) (2))
[ ] DEFINITIVE PROXY STATEMENT
[ ] DEFINITIVE ADDITIONAL MATERIALS
[ ] SOLICITING MATERIAL PURSUANT TO RULE 14A-11(C) OR RULE 14A-12
INLAND STEEL INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
GREENWAY PARTNERS, L.P.
- --------------------------------------------------------------------------------
(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:
NYFS11...:\92\56392\0003\1915\PXYD117T.06B
<PAGE>
3) PER UNIT PRICE OF 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:
2
<PAGE>
PRELIMINARY COPIES
PROXY STATEMENT
IN SUPPORT OF SHAREHOLDER PROPOSAL
IN CONNECTION WITH THE
1998 ANNUAL MEETING OF SHAREHOLDERS
OF INLAND STEEL INDUSTRIES, INC.
This Proxy Statement is being furnished to shareholders of Inland
Steel Industries, Inc. ("Inland" or the "Company") in connection with the
solicitation by Greenway Partners, L.P. ("Greenway"), and the other participants
described below under "Certain Information Concerning Greenway and the other
Participants in the Solicitation", who collectively constitute one of the
Company's largest holders of shares of Common Stock, for use at the 1998 Annual
Meeting of shareholders of Inland, which according to Section 2 of Article II of
the Company's By-Laws, shall be held on the fourth Wednesday of May (i.e., May
27, 1998) or such other date as may be determined by the Company's Board of
Directors, and at any adjournment(s) thereof (the "Annual Meeting"). The Company
has not yet announced the time, place or the record date of the Annual Meeting,
but Greenway expects that the Company will provide such information in due
course. Only shareholders of record at the close of business on the record date
will be entitled to notice of and to vote at the Annual Meeting.
NO PROXY CARD FOR USE AT THE ANNUAL MEETING IS INCLUDED WITH THIS
PROXY STATEMENT BUT ONE WILL BE PROVIDED BY GREENWAY AFTER THE COMPANY NOTIFIES
SHAREHOLDERS OF THE RECORD DATE AND MATTERS TO BE VOTED UPON AT THE ANNUAL
MEETING OR AT AN EARLIER DATE IF GREENWAY DEEMS IT APPROPRIATE.
Any shareholder who executes and delivers such Proxy will have the right to
revoke it at any time before it is exercised, by filing with Greenway at 277
Park Avenue, New York, New York 10172 or with the Secretary of the Company at
its principal executive offices at 30 West Monroe Street, Chicago, Illinois
60603, an instrument revoking it or a duly executed Proxy bearing a later date,
or, by appearing in person and voting at the Annual Meeting.
This Proxy Statement is first being sent or given to shareholders on
or about January __, 1998. The Company has reported in the proxy statement
relating to the 1997 Annual Meeting that as of April 2, 1997, the record date
for such meeting, the Company's outstanding voting securities, together with the
vote to which each is entitled, consists of 48,909,052
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shares of common stock (one vote per share), 94,202 shares of Series A $2.40
Cumulative Convertible Preferred Stock (one vote per share), 3,047,033 shares of
Series E ESOP Convertible Preferred Stock (1.25 votes per share), and
$100,000,000 principal amount of the Company's 10.23% Subordinated Voting Notes
(30.604 votes per $1,000 of principal amount). According to the Company's
quarterly report on Form 10-Q for the fiscal quarter ended September 30, 1997,
there were 48,959,768 shares of common stock outstanding on November 6, 1997.
All such voting securities vote together without regard to class on the matters
expected to be voted upon at the Annual Meeting.
RYERSON TULL PROPOSAL
Greenway Partners, L.P., 277 Park Avenue, New York, New York 10172,
beneficial owner of 830,000 shares of Inland Common Stock, has proposed for the
reasons stated below, the adoption of the following resolution:
RESOLVED, that it is hereby recommended that the Board of
Directors distribute Inland's ownership of Ryerson Tull to its
shareholders through a spin-off transaction or the issuance of
letter stock.
Greenway and the other participants described below and their
associates and affiliates own over 4,400,000 shares of Inland, making them one
of the largest shareholders with over 9%. Greenway continues to believe that the
stock market is not yet granting Inland and Ryerson Tull the full benefits of a
separation into two independent companies because Inland still holds
approximately 87% of the economic interest in Ryerson Tull- - the largest metals
service center in the United States.
Greenway believes value can be created for shareholders if Inland
distributes its ownership of Ryerson Tull to Inland shareholders. Alternatively,
if more advantageous from a tax point of view, Inland could instead distribute
to its shareholders a so-called "letter stock" reflecting Inland's economic
interest in Ryerson Tull's business. Greenway had suggested the use of "letter
stock" last year in answer to management's allegation then that federal income
taxes would increase significantly if Ryerson Tull were spun off and its income
could no longer be offset by Inland's substantial tax loss carryforwards.
Distributing "letter stock", Greenway believes, solves any tax concerns.
Spin-offs have become a much admired and accepted practice which
allow managements to become more focused upon and more accountable for their
respective businesses. Investors,
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potential capital sources and analysts are able to price more efficiently the
separate businesses.
Companies such as AT&T/Lucent; Pacific Telesis/Air Touch; Sears
Roebuck/Dean Witter Discover; and Santa Fe Energy/Monterey Resources have had an
initial public offering of less than 20% of the economic interest in one of
their separate businesses followed by a spin-off distribution of the remaining
equity interest to their shareholders. Greenway urges Inland to follow this
successful pattern with Ryerson Tull.
Likewise, the concept of "letter stock" is not new and has been used
in the steel industry by USX Corp. Although USX Corp. remains as one company,
its steel, oil and natural gas businesses trade separately as "letter stocks".
Similarly, the Hughes Electronics business of General Motors trades as a "letter
stock", as did Electronic Data Systems until its full spin-off.
Following the distribution of Ryerson Tull through a spin-off or the
issuance of "letter stock", Greenway believes Ryerson Tull would be a higher
multiple stock than at present that could be used to purchase other metals
service centers or to raise cash in the public market for business expansion.
Greenway also continues to believe some consolidation in the
domestic steel industry is desirable and should occur as is happening among
foreign producers. As a steel producer, Inland ranks only sixth in the nation,
with annual revenues of approximately $2.5 billion. Given Inland's size in the
steel industry, Inland's Board also should consider actively seeking a merger
partner.
Greenway recommends that the shareholders vote FOR the adoption
of the foregoing shareholder proposal.
CERTAIN INFORMATION CONCERNING GREENWAY
AND THE OTHER PARTICIPANTS IN THE SOLICITATION
Information concerning Greenway, Alfred D. Kingsley and Gary K.
Duberstein, who are each "participants in the solicitation" as defined in the
proxy rules promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, and their affiliates and
associates, is set forth on Appendix A hereto.
Greenway, Alfred D. Kingsley and Gary K. Duberstein, and each of
their affiliates and associates, intend to vote their shares of Inland Common
Stock in accordance with the recommendations of Greenway set forth herein.
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PROXY SOLICITATION; EXPENSES
Proxies may be solicited by Greenway, partners and employees of
Greenway, and by the other Participants by mail, telephone, telecopier, the
Internet and personal solicitation. Regular employees of Greenway and its
affiliates may be used to solicit proxies and, if used, will not receive
additional compensation for such efforts. Banks, brokerage houses and other
custodians, nominees and fiduciaries will be requested to forward the
solicitation material of Greenway to their customers for whom they hold shares,
and Greenway will reimburse them for their reasonable out-of-pocket expenses.
The entire expense of preparing, assembling, printing and mailing
this Proxy Statement and related materials, and the cost of soliciting proxies
for the proposals endorsed by Greenway, will be borne by Greenway. Greenway
estimates such expenses to be $75,000 (including professional fees and expenses,
but excluding any costs represented by salaries and wages of regular employees
of Greenway and its affiliates). The total expenditures to date have been
approximately $2,500, paid by Greenway. Greenway does not intend to seek
reimbursement from Inland for Greenway's expenses.
Dated: December 24, 1997
Sincerely,
Your Fellow Shareholders
Greenway Partners, L.P.
Alfred D. Kingsley
Gary K. Duberstein
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APPENDIX A
Information is being given herein for Greenway Partners, L.P.
("Greenway"), Alfred D. Kingsley and Gary K. Duberstein, who are each a
"participant in a solicitation" as defined under the proxy rules, and for
Greentree Partners, L.P. ("Greentree"), Greenhouse Partners, L.P.
("Greenhouse"), Greenhut, L.L.C. ("Greenhut"), Greenbelt Corp. ("Greenbelt"),
Greensea Offshore, L.P. ("Greensea"), Greenhut Overseas, L.L.C. ("Greenhut
Overseas"), which are each "associates" (as defined under the proxy rules) of
Messrs. Kingsley and Duberstein (collectively, the "Reporting Persons"). Each of
Greenway, Greentree and Greenhouse is a Delaware limited partnership. Each of
Greenhut and Greenhut Overseas is a Delaware limited liability company.
Greenbelt is a Delaware corporation. Greensea is an exempted limited partnership
formed under the laws of the Cayman Islands. The principal business of Greenway,
Greentree and Greensea is investing in securities. The principal business of
Greenhouse is being the general partner of Greenway. The principal business of
Greenhut is being the general partner of Greentree. The principal business of
Greenhut Overseas is being the investment general partner of Greensea. The
principal business of Greenbelt is managing a small number of accounts
containing securities for which Greenbelt has voting and dispositive power, and,
consequently, is the beneficial owner. The present principal occupation of each
of Messrs. Kingsley and Duberstein is serving as the general partners of
Greenhouse and members of both Greenhut and Greenhut Overseas. In addition, Mr.
Kingsley is senior managing director, and Mr. Duberstein is managing director,
of both Greenway and Greentree. Also, Mr. Kingsley is president, and Mr.
Duberstein is vice president, secretary and treasurer of Greenbelt. The business
address of each of the Reporting Persons (other than Greensea) is 277 Park
Avenue, 27th Floor, New York, New York 10172. The business address of Greensea
is P.O. Box 1561, Mary Street, Grand Cayman, Cayman Island, British West Indies.
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The Reporting Persons may be deemed to have direct beneficial
ownership of Inland Common Stock ("Shares") as follows:
APPROXIMATE
MARGIN
NAME NUMBER OF SHARES INDEBTEDNESS
---- ---------------- ------------
Greenway 830,000 $5,300,000
Greentree 325,000 $2,800,000
Greenbelt 2,799,100 $16,700,000
Greensea 500,000 $4,600,000
Alfred D. Kingsley 28,000 $200,000
The Shares were purchased in accounts which hold other securities
and may have been subject to ordinary course margin indebtedness from
time-to-time. The approximate amount of margin indebtedness attributable to the
Shares as of December 23, 1997 is estimated in the table above.
Greenhouse, as the general partner of Greenway, may be deemed to own
beneficially (as that term is defined in Rule 13d-3 under the Securities
Exchange Act of 1934) Shares which Greenway may be deemed to possess direct
beneficial ownership. Each of Messrs. Kingsley and Duberstein, as general
partners of Greenhouse, may be deemed to beneficially own Shares which
Greenhouse may be deemed to beneficially own. Each of Messrs. Kingsley and
Duberstein disclaim beneficial ownership of such Shares for all other purposes.
Greenhut, as the general partner of Greentree, may be deemed to own
beneficially (as that term is defined in Rule 13d-3 under the Securities
Exchange Act of 1934) Shares which Greenway may be deemed to possess direct
beneficial ownership. Each of Messrs. Kingsley and Duberstein, as members of
Greenhut, may be deemed to beneficially own Shares which Greenhut may be deemed
to beneficially own. Each of Messrs. Kingsley and Duberstein disclaim beneficial
ownership of such Shares for all other purposes.
Greenhut Overseas, as the investment general partner of Greensea,
may be deemed to own beneficially (as that term is defined in Rule 13d-3 under
the Securities Exchange Act of 1934) Shares which Greensea may be deemed to
possess direct beneficial ownership. Each of Messrs. Kingsley and Duberstein, as
members of Greenhut Overseas, may be deemed to beneficially own Shares
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which Greenhut Overseas may be deemed to beneficially own. Each of Messrs.
Kingsley and Duberstein disclaim beneficial ownership of such Shares for all
other purposes.
Greenbelt has direct beneficial ownership of the Shares in the
accounts which it manages. In addition, Greenbelt is the investment advisor for
Greenland Investment Company Limited, a Cayman Islands company ("Greenland"). In
such capacity, Greenbelt has the right to vote and direct the disposition of the
519,100 Shares held by Greenland and, consequently, has direct beneficial
ownership of such Shares. Substantially all of the equity interests in Greenland
are owned by Strategic Investment Partners Limited ("SIPL"). Because SIPL has
the right to elect to terminate its investment in Greenland upon less than 60
days' notice and, upon such termination, all securities held by Greenland would
be sold by Greenland or, with SIPL's consent, distributed to SIPL in kind, SIPL
could be deemed to be the beneficial owner of the Shares held by Greenland.
Information concerning SIPL and the identity and background of certain
individuals and entities related thereto is set forth below. Each of Messrs.
Kingsley and Duberstein, as executive officers and directors of Greenbelt, may
be deemed to beneficially own Shares which Greenbelt beneficially owns. Each of
Messrs. Kingsley and Duberstein disclaim beneficial ownership of such Shares for
all other purposes.
To the best of the knowledge of the Reporting Persons, they have not
been within the past year a party to any contract, arrangements or understanding
with any person with respect to any securities of the Company, including but not
limited to joint ventures, loan or option arrangements, puts or calls,
guarantees against loss or guarantees of profits, division of losses or profits,
or the giving or withholding of proxies, except as follows: The respective
partnership agreements of Greenway and Greentree each contains provisions
whereby its general partner (i.e., Greenhouse in the case of Greenway and
Greenhut in the case of Greentree) will receive annually a certain percentage of
realized and unrealized profits, if any, derived from the partnership's
investments. The agreements governing Greensea provide that Greenhut Overseas,
as investment general partner, will receive annually a certain percentage of
realized and unrealized profits, if any, derived from Greensea's investments.
Greenbelt also receives annually a certain percentage of realized and unrealized
profits, if any, resulting from the investments in each of its managed accounts.
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The Reporting Persons do not own any securities of Inland of record
but not beneficially.
The Reporting Persons do not have any arrangement or understanding
with any person with respect to any future transactions to which Inland or any
of its affiliates may be a party.
INFORMATION CONCERNING STRATEGIC INVESTMENT PARTNERS LIMITED. The
information set forth below in this Appendix A was provided to the Reporting
Persons by Strategic Investment Partners Limited ("SIPL"). SIPL and the persons
referred to below in this Appendix A assume no responsibility for any other
information included in this filing. In addition, such persons expressly
disclaim beneficial ownership over all the Shares reported herein.
SIPL is a Cayman Islands corporation jointly owned by Quantum
Industrial Partners LDC ("QIP") and Quasar Strategic Partners LDC ("QSP"). SIPL
has its principal address at Kaya Flamboyan 9, Willemstad, Curacao, Netherlands
Antilles. The principal business of SIPL is investing in securities. Current
information concerning the identity and background of the directors and officers
of SIPL is set forth below.
Current information concerning each of SIPL, QIP and QSP (as well as
any other persons that may be deemed to have investment discretion over
securities held for the account of SIPL, QIP and QSP) is set forth below.
During the past five years, to the best of SIPL's knowledge, no
other person identified in this Appendix B has been (a) convicted in a criminal
proceeding, or (b) a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which it or he has
been subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws, or finding any violation with respect to such laws.
SIPL
The identity and background of the officers and directors of SIPL is
set forth below.
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QIP AND QSP
Each of QIP and QSP is a Cayman Islands exempted limited duration
company with its principal address at Kaya Flamboyan 9, Willemstad, Curacao,
Netherlands Antilles. The principal business of QIP and QSP is investing in
securities. Current information concerning the identity and background of the
directors and officers of QIP and QSP is set forth below.
QIH Management Investor, L.P. ("QIHMI"), an investment advisory firm
organized as a Delaware limited partnership, is a minority shareholder of, and
(pursuant to constituent documents of each of QIP and QSP) is vested with
investment discretion with respect to the portfolio assets held for the account
of, QIP and QSP. The principal business of QIHMI is to provide management and
advisory services to, and to invest in, QIP and QSP. QIH Management Inc. ("QIH
Management"), a Delaware corporation of which Mr. George Soros is the sole
shareholder, is the sole general partner of QIHMI. The principal business of QIH
Management is to serve as the sole general partner of QIHMI. QIHMI and QIH
Management have their principal offices at 888 Seventh Avenue, 33rd Floor, New
York, New York 10106. QIHMI, by reason of its investment discretion over the
securities owned by QIP and QSP the QIH Management, as the sole general partner
of QIHMI, may each be deemed the beneficial owner of the Shares held for the
account of QIP and QSP for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended.
Mr. Soros has entered into an agreement dated as of January 1, 1997
with Soros Fund Management LLC ("SFM LLC"), a Delaware limited liability company
of which Mr. Soros is Chairman, pursuant to which Mr. Soros has, among other
things, agreed to use his best efforts to cause QIH Management, as the general
partner of QIHMI, to act at the direction of SFM LLC, which agreement to so act
shall terminate upon the earlier of (a) the assignment of SFM LLC of the legal
and beneficial ownership interest in QIH Management and (b) the assignment of
SFM LLC of the general partnership interest in QIHMI.
The business of SFM LLC is managed through a management Committee
(the "Management Committee") comprised of Mr. Soros, Mr. Stanley Druckenmiller
and Mr. Gary Gladstein. SFM LLC, a Delaware limited liability company, has its
principal office at 888 Seventh Avenue, 33rd Floor, New York, New York 10106.
Its principal business is to serve, pursuant to contract, as the principal
investment manager to several foreign investment companies (the "SFM Clients").
Mr. Soros, as Chairman of SFM LLC, has the ability to direct the investment
decisions of SFM
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LLC and as such m ay be deemed to have investment discretion over the securities
held for the accounts of the SFM Clients. Mr. Druckenmiller, as Lead Portfolio
Manager of SFM LLC, has the ability to direct the investment decisions of SFM
LLC and as such may be deemed to have investment discretion over the securities
held for the accounts of the SFM Clients. Set forth below is a list of the
Managing Directors (the executive officers) of SFM LLC.
The principal occupation of Mr. Soros, a United States citizen is
his direction of the activities of SFM LLC, which is carried out in his capacity
as Chairman of SFM LLC at SFM LLC's principal office. The principal occupation
of Mr. Druckenmiller is his position as Lead Portfolio Manager and Managing
Director of SFM LLC, which is carried out at SFM LLC's principal office.
SFM LLC acts as principal investment manager to Quasar International
Partners C.V. ("Quasar Partners"), a Netherlands Antilles limited partnership,
which is one of the SFM Clients and which is the principal shareholder of QSP.
Pursuant to its contract with Quasar Partners, SFM LLC has granted investment
discretion over certain assets of Quasar Partners to Discovery Management, L.P.
("Discovery"). In connection therewith, 165,600 Shares have been purchased for
the account of Quantum Partners by Discovery. None of SFM LLC, Mr. Soros and Mr.
Druckenmiller currently exercises voting or dispositive power over such Shares.
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DIRECTORS AND OFFICERS OF QSP
NAME/TITLE PRINCIPAL BUSINESS ADDRESS
CITIZENSHIP OCCUPATION (OR RESIDENCE
----------- ---------- -------------
Curacao Corporation Managing Director Kaya Flamboyan 9
Company N.V. of Netherlands Willemstad
Managing Director Antilles Curacao,
(Netherlands corporations Netherlands
Antilles) Antilles
Inter Caribbean Administrative Citco Building
Services Limited services Wickhams Cay
Secretary Road Town
(British Virgin Tortola
Island) British Virgin
Islands
To the best of SIPL's knowledge:
(a) None of the above persons holds any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings of relationships with respect to the Shares.
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MANAGING DIRECTORS OF SFM LLC
The following is a list of all of the persons (other than Stanley
Druckenmiller) who serve as Managing Director of SFM LLC:
Scott K.H. Bessent
Walter Burlock
Brian J. Corvese
Jeffrey L. Feinberg
Arminio Fraga
David Gerstenhaber
Gary Gladstein
Ron Hiram
Robert K. Jermain
David N. Kowitz
Alexander C. McAree
Paul McNulty
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. Rosenblatt
Mark D. Sonnino
Filiberto H. Verticelli
Sean C. Warren
John Zwaanftra
Each of the above-listed persons is a United States citizen whose principal
occupation is serving as Managing Director of SFM LLC, and each has a business
address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor, New York,
New York 10106.
To the best of SIPL's knowledge:
(a) None of the above persons holds any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
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