<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>
- -------------------------------------------------------------------------------
INLAND STEEL INDUSTRIES
30 WEST MONROE
CHICAGO, ILLINOIS 60603
- -------------------------------------------------------------------------------
MAY 5, 1997
SUPPORT YOUR COMPANY'S COMMITMENT TO CREATING VALUE
BY VOTING AGAINST THE SPIN-OFF PROPOSAL
Dear Fellow Inland Shareholder:
As you know from our proxy statement this year, Greenway Partners is asking
Inland's shareholders to support their view that the Company should "spin"
Ryerson Tull off to its shareholders now. Please consider the following while
making your decision on how to vote on this important issue.
First, some background on Greenway Partners. Greenway is a hedge fund
managed by Alfred Kingsley, who worked with Carl Icahn where they became
notorious for greenmailing companies and then left TWA in bankruptcy. Greenway
has submitted "spin-off" proposals to shareholders of other companies, without
success. Their standardized claim that a spin-off will improve shareholder
value is deceptively simple. Real world facts have shown that it isn't
necessarily the case.
SECOND, YOUR BOARD OF DIRECTORS THOROUGHLY UNDERSTANDS THE COMPLEX BUSINESS,
TAX AND OTHER ASPECTS OF INLAND AND HAS STUDIED, WITH OUTSIDE EXPERTS, A BROAD
RANGE OF WAYS TO IMPROVE SHAREHOLDER VALUE AT INLAND. IN ADDITION, MEMBERS OF
YOUR BOARD OF DIRECTORS HAVE HAD FIRST HAND EXPERIENCE WITH SPIN-OFFS AND
OTHER CORPORATE STRUCTURAL CHANGES. YOUR BOARD UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE AGAINST THE GREENWAY PROPOSAL.
Third, Greenway urges that you "send a strong message to management" by
supporting their proposal. However, long before Greenway began waving its
well-worn "spin-off now" flag at Inland, your Board and management took
significant actions that are now showing results. Those actions included
selling Ryerson Tull common stock in the public market, retiring high cost
debt and improving profitability through the Operational Excellence program.
The Greenway proposal could severely limit your Board's ability to make
additional improvements.
OUR STRATEGIC PLAN IS BEGINNING TO BEAR FRUIT!
THIS IS NOT THE TIME TO SEPARATE RYERSON TULL AND INLAND
We are at an important point in our strategic plan to maximize shareholder
value. Results for the past three quarters showed substantial improvements
from the prior year. Specifically, for the first quarter:
. NET INCOME OF $31.2 MILLION, OR 59 CENTS PER COMMON SHARE, WAS NEARLY
DOUBLE THAT OF THE PRIOR YEAR'S PERIOD,
LOGO
<PAGE>
. 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 THIS PAST QUARTER
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.
The recent increase in the market value of our stock and reports by
securities analysts who study steel companies and Inland closely are
encouraging.
A SPIN-OFF NOW WOULD BE COSTLY AND
LIMIT YOUR BOARD'S ABILITY TO TAKE FURTHER ACTIONS
Spinning off Ryerson Tull at this time would not be in your best interest. A
spin-off now would have costly adverse tax consequences, could very well
impair shareholder value and would most certainly limit the Board's ability to
pursue other alternatives for maximizing shareholder value.
Now is not the time to have Greenway, with no steel industry experience,
directing major changes at your Company. There is clear and convincing
evidence that the Board's plan is working. In addition, the Board is
continuing to evaluate strategic alternatives and has committed to take
further prompt and effective action when it is in the best interest of
shareholders.
VOTE AGAINST GREENWAY'S PROPOSAL #3
ON THE ENCLOSED WHITE PROXY CARD
If you have questions or need information on how to vote your shares
properly, please call MacKenzie Partners, Inc. toll free at (800) 322-2885 or
collect at (212) 929-5500.
YOUR SUPPORT OF INLAND STEEL AND OUR LONG TERM PLAN TO INCREASE THE VALUE OF
YOUR INVESTMENT IS APPRECIATED. PLEASE SIGN AND DATE THE ENCLOSED PROXY CARD
EVEN IF YOU HAVE PREVIOUSLY SENT A CARD TO BE SURE YOUR SHARES ARE COUNTED AS
VOTING "AGAINST" PROPOSAL #3.
On behalf of the Board of Directors and management,
Sincerely,
LOGO
Robert J. Darnall
Chairman, President and
Chief Executive Officer
<PAGE>
30 West Monroe Street
Chicago, Illinois 60603
Robert J. Darnall
Chairman, President and Chief Executive Officer
[LOGO OF INLAND STEEL INDUSTRIES]
- --------------------------------------------------------------------------------
May 5, 1997
Dear Inlander:
Your company needs your help on an issue of importance to all of us. If you own
Inland stock, about three weeks ago you received an announcement of our annual
meeting on May 28, along with a proxy statement seeking your vote on several
issues to be voted on at that meeting.
You may never have felt a need to vote before on the directors, the auditors or
the other issues on the proxy ballot. But I ask you to vote specifically this
time AGAINST the proposal that says "RESOLVED, that shareholders hereby
recommend that the Board of Directors distribute all the stock of Ryerson Tull
that Inland holds to Inland shareholders by means of a tax-free spin-off."
Greenway Partners, which sponsored the proposal, is run by Alfred Kingsley, who
worked for Carl Icahn. You may remember that in the 1980s Icahn gained notoriety
for "greenmailing" a number of companies -- and left TWA in bankruptcy.
This is not the time to have Greenway, with no steel-industry experience,
directing major changes at your company.
The way to strengthen the company for all its stakeholders is to choose a
sensible business strategy, which Inland has done, and to execute it, as Inland
has begun to do. Through your efforts, Operational Excellence is working:
. Inland Steel Industries doubled first-quarter net income.
. Inland Steel Company's first-quarter operating profit was up more than $25
million.
. Ryerson Tull posted $35 million first-quarter operating profit, with
shipments up 11 percent, operating expenses per ton down and further gains in
market share.
. The company paid 18 percent less interest than in the first quarter of 1996,
reflecting the aggressive debt-reduction activity that it concluded recently.
Spinning off Ryerson Tull now wouldn't be in your best interest. The board
considered this among other options before Greenway came along, and came to
clear conclusions: It would have costly tax consequences, could very well impair
stockholder value and would limit the board's ability to pursue other options
for maximizing stockholder value.
Please join me in rejecting Greenway's proposal. You may mark the "Against" box
on Item 3 of the ballot card that came with your proxy statement, or simply sign
the card, date it and return it in the postage-paid envelope that was provided.
Because of the large number of shareholders, the company has retained MacKenzie
Partners to answer questions about how to vote -- or what to do if you wish to
change your vote or have misplaced your ballot. You may call toll-free at (800)
322-2885 or collect at (212) 929-5000.
Yours very truly,
Bob
- --------------------------------------------------------------------------------
