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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
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INLAND STEEL INDUSTRIES, INC.
(Name of Issuer)
INLAND STEEL INDUSTRIES, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK ($1.00 PAR VALUE)
(Title of Class of Securities)
457472 10 8
(CUSIP Number of Class of Securities)
George A. Ranney, Jr.
Vice President and General Counsel
Inland Steel Industries, Inc.
30 West Monroe Street
Chicago, Illinois 60603
(312) 346-0300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications
on Behalf of the Person(s) Filing Statement)
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Copy to:
Philip J. Niehoff
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois 60603-3441
(312) 782-0600
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JULY 20, 1998
(Date Tender Offer First Published, Sent or Given to Security Holders)
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CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$896,535,780 $179,307.16
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* Calculated solely for purposes of determining the filing fee, based upon the
purchase of 25,500,000 shares at the maximum tender offer price per share of
$34.00 and the purchase of 984,526 shares at the tender offer purchase price
per share of $30.00.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
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Amount Previously Paid: $173,400 Filing Party: Inland Steel Industries, Inc.
Form or Registration No.: Form 13E-4 Date Filed: July 20, 1998
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This Amendment No. 4 to Issuer Tender Offer Statement on Schedule 13E-4
filed July 20, 1998 (the "Statement"), is being made solely for the purpose of
filing, as Exhibit (a)(15), the press release issued by Inland Steel Industries,
Inc. (the "Company") on August 24, 1998.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a) A list of exhibits filed with this Statement is set forth on the Index
to Exhibits immediately following the signature page of this Statement and is
incorporated herein by reference.
(b)-(f) Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
INLAND STEEL INDUSTRIES, INC.
By: /s/ JAY M. GRATZ
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Jay M. Gratz
Vice President and Chief Financial
Officer
Dated: August 24, 1998
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INDEX TO EXHIBITS
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ITEM DESCRIPTION PAGE
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(a)(1) Form of Offer to Purchase dated July 20, 1998............... *
(a)(2) Form of Letter of Transmittal............................... *
(a)(3) Form of Notice of Guaranteed Delivery....................... *
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees................................ *
(a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees........ *
(a)(6) Form of Letter to Stockholders dated July 20, 1998, from the
Chairman, President and Chief Executive Officer of the
Company..................................................... *
(a)(7) Form of Letter from LaSalle National Bank, as ESOP Trustee
("LaSalle"), to participants in the Inland Steel Industries
Thrift Plan, the Inland Steel Company Savings Plan and the
Ryerson Tull Savings Plan, including the form of Direction
Form to LaSalle from participants in such plans and the form
of Questions and Answers for plan participants about the
Inland Steel Industries, Inc. tender offer.................. *
(a)(8) Form of Letter from Morgan Stanley Dean Witter, as Option
Exercise/Tender Agent, to stock option holders, including
the form of Option Exercise/Tender Instruction Form from
Morgan Stanley Dean Witter to such stock option holders, the
form of Letter from Stig L. Rahm of Morgan Stanley Dean
Witter to stock option holders and the form of Questions and
Answers for plan participants about the Inland Steel
Industries, Inc. tender offer............................... *
(a)(9) Summary Advertisement dated July 20, 1998................... *
(a)(10) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9............................... *
(a)(11) Press Release issued by the Company dated July 20, 1998..... *
(a)(12) Exhibit 99.1 to the Company's Current Report on Form 8-K,
dated August 6, 1998 (incorporated herein by reference from
the Company's Form 8-K filed with the Commission on August
10, 1998)................................................... *
(a)(13) Press Release issued by the Company dated August 12, 1998... *
(a)(14) Press Release issued by the Company dated August 17, 1998... *
(a)(15) Press Release issued by the Company dated August 24, 1998...
(g)(1) Exhibit 99.1 to the Company's Current Report on Form 8-K,
dated July 16, 1998 (incorporated herein by reference from
the Company's Form 8-K filed with the Commission on July 20,
1998)....................................................... *
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* Previously filed.
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Inland Steel Industries, Inc.
30 West Monroe St.
Chicago, Illinois 60603
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INLAND STEEL INDUSTRIES, INC.
NEWS RELEASE
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For additional information: Patrick J. Unzicker
773-762-2153 x3206
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FOR IMMEDIATE RELEASE
INLAND STEEL INDUSTRIES, INC. ANNOUNCES FINAL RESULTS
OF DUTCH AUCTION TENDER OFFER
Chicago, IL (August 24, 1998) -- Inland Steel Industries, Inc. (NYSE: IAD)
announced today the final results of its Dutch auction self-tender offer for its
common stock which expired on August 14, 1998. The purchase price for each of
the 26,484,526 shares purchased is $30 per share and the acceptance ratio was
62.2% for shares subject to proration. Inland's tender offer was for up to 25.5
million shares of its common stock. Given the company's objective of returning a
significant amount of cash to its stockholders from the recent sale of Inland
Steel Company, Inland elected to purchase an additional 984,526 shares. The
company expects that Harris Trust and Savings Bank, the depositary for the
offer, will begin issuing payments and returning shares not accepted in the
offer today, and will complete the process as soon as possible. As a result of
this repurchase, Inland now has approximately 23.6 million shares of common
stock outstanding. In addition, approximately 90,000 shares of Series A
Convertible Preferred Stock remain outstanding.
"Our objective has been to return substantially all of the net cash
proceeds from the sale of Inland Steel Company to our stockholders in a prompt
and tax efficient manner. We are quite pleased to have successfully returned
approximately $794.5 million," said Robert J. Darnall, Inland's chairman,
president and chief executive officer.
With the sale of Inland Steel Company and the successful completion of the
Dutch tender offer, the company's principal asset is 34 million shares of its
majority-owned steel distribution subsidiary, Ryerson Tull, Inc. (NYSE: RT).
These shares, representing 87% of Ryerson Tull's outstanding shares, have a
stock market value of roughly $661 million, based on Friday's closing stock
price for Ryerson Tull of $19.4375 per share. In addition to the shares of
Ryerson Tull, and after unwinding Inland's leveraged ESOP, Inland will have
approximately $135 million in cash and miscellaneous assets with an estimated
value of $50 million, and will be free of debt. These miscellaneous assets
include Inland's Magnetics business and its joint ventures in Hong Kong, India
and China.
As previously reported, Inland is actively considering proposing a merger
of Ryerson Tull into Inland or a subsidiary of Inland, with Ryerson Tull's
public stockholders receiving Inland common stock. The precise timing and
substance of any such proposal is dependent upon a number of factors including
the relative values of Inland and Ryerson Tull stock prices in the public market
and the requirement that the exchange ratio be fair to stockholders of both
Inland and Ryerson Tull. Any proposal from Inland would be presented to a
committee of independent directors of Ryerson Tull for its review and
consideration.
# # #
Inland Steel Industries is the holder of stock representing approximately
87% of the economic interest in Ryerson Tull, Inc. which is, in turn, the sole
stockholder of Joseph T. Ryerson & Son, Inc. and J.M. Tull Metals Company, Inc.
Ryerson and Tull are leading steel service, distribution and materials
processing organizations. Ryerson Tull, Inc. is the largest metals service
center in the United States based on sales revenue, with 1997 sales of $2.8
billion and a current U.S. market share of approximately 10%, based on Ryerson
Tull, Inc.'s analysis of data prepared by the Steel Service Center Institute.
Ryerson Tull, Inc. distributes and processes metals and other materials
throughout the continental United States.
