SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K/A
Amendment No. 1
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 16, 1998
INLAND STEEL INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-9117 36-3425828
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
30 West Monroe Street
Chicago, Illinois 60603
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including are code: (312) 346-0300
Not Applicable
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(Former name or former address, if changed since last report)
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This Current Report on Form 8-K is being filed for the purpose of
providing certain pro forma information with respect to the merger, which
occurred on July 16, 1998 (the "Merger"), of Inland Steel Company ("ISC"),
a wholly owned subsidiary of the Registrant, with and into Inland Merger
Sub, an indirect wholly owned subsidiary of Ispat International N.V.
("Ispat"). As a result of the Merger, ISC became an indirect wholly owned
subsidiary of Ispat. The Registrant has previously announced the Merger.
Item 7. Financial Statements and Exhibits.
(a) Not Applicable
(b) The Pro Forma Financial Information required by this item is
incorporated by reference herein as Exhibit 99.1.
(c) The exhibit which is required to be filed by this item is
listed in the "Exhibit Index" which is attached hereto and incorporated by
reference herein.
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SIGNATURES
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 thereunto duly authorized.
Dated: July 29, 1998 INLAND STEEL INDUSTRIES, INC.
By: /s/ Jay M. Gratz
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Jay M. Gratz
Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
99.1 Pro Forma Financial Information of Inland Steel Industries, Inc.
Pro Forma Consolidated Balance Sheet at March 31, 1998.
Pro Forma Consolidated Income Statement for the Quarter Ended
March 31, 1998.
Pro forma Consolidated Income Statement for the Year Ended
December 31, 1997.
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Summary Unaudited Consolidated Pro Forma Financial Information
The following Summary Unaudited Consolidated Pro Forma Financial
Information gives effect to the merger of Inland Steel Company, a wholly
owned subsidiary of Inland Steel Industries, Inc. ("Inland") that
constituted the steel manufacturing and related operations segment of
Inland's consolidated operations, with Inland Merger Sub, Inc., a
subsidiary of Ispat International N.V. (the "ISC/Ispat Transaction"), the
purchase of Inland's Series E Preferred Stock (the "Series E Preferred
Stock") held for the benefit of employees remaining with Inland Steel
Company following the ISC/Ispat Transaction and the purchase by Inland of
shares of its common stock, par value $1.00 per share (the "Common Stock"),
in connection with its tender offer commenced July 20, 1998 (the "Offer"),
based on certain assumptions described in the Notes to the Summary
Unaudited Consolidated Pro Forma Financial Information. The income
statement data eliminates the income from discontinued operations reflected
in the historical income statement and gives effect to the purchase of the
Series E Preferred Stock and the purchase of shares of Common Stock
pursuant to the Offer as if each had occurred on January 1, 1997. The
balance sheet data gives effect to the ISC/Ispat Transaction, the
repurchase of the Series E Preferred Stock and the Offer as if each had
occurred as of the date of the balance sheet data presented. The Summary
Unaudited Consolidated Pro Forma Financial Information should be read in
conjunction with Inland's historical Consolidated Financial Statements as
filed with its Current Report on Form 8-K dated July 16, 1998 and does not
purport to be indicative of the results that would actually have been
achieved had the events described herein been completed on the dates
indicated or that may be achieved in the future.
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[CAPTION]
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PRO FORMA FINANCIAL INFORMATION
INLAND STEEL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
Pro Forma Consolidated Balance Sheet
Quarter ended March 31, 1998
(UNAUDITED)
Pro Forma Adjustments
Sale of
Inland Steel Share
Historical Company Purchase Other Pro Forma
------------------------------------------------------------------------
ASSETS
<S> <C> <C> <C> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $92.8 $956.0 (a) $(768.0) (g) $(51.8) (h) $229.0
Receivables 352.4 352.4
Inventories - principally at LIFO 453.0 453.0
Deferred income taxes 5.7 _____ _______ ______ 5.7
------- --------
Total current assets 903.9 956.0 (768.0) (51.8) 1,040.1
INVESTMENTS AND ADVANCES 37.4 (7.7)(i) 29.7
INVESTMENT IN INLAND STEEL COMPANY 454.0 (454.0) (b)
PROPERTY, PLANT AND EQUIPMENT
Valued on basis of cost 588.2 588.2
Reserve for depreciation,
amortization and depletion 280.2 280.2
------ -------
Net property, plant and equipment 308.0 308.0
DEFERRED INCOME TAXES 31.8 3.5 (c) 4.0 (c) 39.3
EXCESS OF COST OVER NET ASSETS
ACQUIRED 81.2 81.2
OTHER ASSETS 31.3 ______ _______ ______ 31.3
------- -------
Total Assets $1,847.6 $505.5 $(768.0) $(55.5) $1,529.6
======== ====== ======== ======= ========
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 173.9 $ $ $ $ 173.9
Accrued liabilities 47.3 8.0 (d) 55.3
Long-term debt due within one year 17.2 _____ _______ _____ 17.2
------- -------
Total current liabilities 238.4 8.0 246.4
LONG-TERM DEBT 437.4 437.4
DEFERRED EMPLOYEE BENEFITS 160.9 (5.1) (e) 155.8
OTHER CREDITS 7.6 _____ ______ ______ 7.6
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Total liabilities 844.3 2.9 847.2
MINORITY INTEREST IN RYERSON
TULL, INC. 59.7 59.7
COMMON STOCK REPURCHASE
COMMITMENT 22.7 22.7
STOCKHOLDERS' EQUITY 920.9 502.6 (f) (768.0)(g) (55.5)(j) 600.0
-------- ----- ------- ------- --------
Total Liabilities, Minority Interest,
Temporary Equity, and
Stockholders' Equity $1,847.6 $505.5 $(768.0) $(55.5) $1,529.6
======== ====== ======== ======== ========
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(a) Reflects net proceeds of $650.0 million for the common equity and
$238.2 million for the preferred equity from the sale of Inland
Steel Company, $196.4 million from the repayment of a note and
$19.0 million from the payment of a receivable from Inland Steel
Company, reduced by $84.0 million for estimated tax payments and
$63.6 million for estimated transaction and employee related costs.
(b) To reflect the removal of the investment in Inland Steel Company as
a result of the sale, which included the note and receivable
reflected above in addition to $238.6 million of net assets of
Inland Steel Company.
(c) To reflect temporary differences associated with timing of tax versus
book recognition of income tax expense.
(d) To reflect an increase in the current tax liability in excess of
estimated payments resulting from the sale.
(e) To reflect reduction of special and supplemental pension liabilities as
a result of payments reflected in (a).
(f) To reflect estimated gain on the sale of Inland Steel Company net of
transaction and employee related costs.
(g) To reflect the purchase of 25,500,000 shares of the Company's
common stock pursuant to the Company's tender offer at a purchase
price of $30.00 per share (the lowest tender price per share in the
Offer), including an estimated $3.0 million of expenses directly
related to the Offer.
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(h) To reflect the redemption of 1,145,394 shares of Series E preferred
stock representing shares owned by Inland Steel Company employees
at the time of the sale of Inland Steel Company, $56.3 million,
offset by $4.5 million received from the sale of Nippon Steel
Corporation ("NSC") common stock.
(i) To reflect the sale of the NSC common stock.
(j) To reflect the decrease of stockholder's equity as a result of the
redemption of ESOP shares offset by a net increase of $.8 million
due to the recognition of the loss on the NSC common stock, $6.1
million, offset by the removal of the related investment valuation
account, $6.9 million.
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PRO FORMA FINANCIAL STATEMENTS
INLAND STEEL INDUSTRIES, INC.
Pro Forma Consolidated Income Statement
Quarter ended March 31, 1998
(UNAUDITED)
(Dollars and shares in thousands,
except per share data)
Pro Forma
Historic Adjustments Pro Forma
Net sales $740,850 $740,850
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Operating costs and expenses
Cost of goods sold 647,573 647,573
Selling, general and
administrative 48,342 48,342
Depreciation 7,273 7,273
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Total 703,188 703,188
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Operating profit 37,662 37,662
General corporate expense,
net of income items (2,457) (2,457)
Interest and other expense on debt 9,691 9,691
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Income before income taxes 30,428 30,428
Provision for income taxes 11,818 11,818
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Income before minority interest 18,610 18,610
Minority interest in Ryerson
Tull, Inc. 2,149 2,149
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Income from continuing operations 16,461 16,461
Dividends on preferred stock 2,280 $(656)(a) 1,624
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Net income from continuing
operations available to
common stockholders $14,181 $656 $14,837
======= ==== =======
Earnings per share from continuing operations:
Basic $0.29 $0.63
Diluted $0.28 $0.59
Average shares of common stock
outstanding 48,994 25,500 (b) 23,494
Average shares of common stock
outstanding plus dilutive effect
of stock options and conversions 52,019 26,645(c) 25,374
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(a) To reflect the elimination of the dividend associated with the
redemption of 1,145,394 shares of ESOP preferred stock subsequent
to the sale of Inland Steel Company as if such shares had not been
outstanding at any time during the period.
(b) To reflect the purchase of the Company's common stock pursuant to
its tender offer as if the transaction had been completed at the
beginning of the period.
(c) To reflect the additional effect of dilutive securities to share
purchase in (b).
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PRO FORMA FINANCIAL STATEMENTS
INLAND STEEL INDUSTRIES, INC.
Pro Forma Consolidated Income Statement
Year ended December 31, 1997
(UNAUDITED)
(Dollars and shares in thousands, except per share data)
Pro Forma
Historic Adjustments Pro Forma
Net sales $2,803,980 $2,803,980
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Operating costs and expenses
Cost of goods sold 2,456,982 2,456,982
Selling, general and administrative 180,645 180,645
Depreciation 24,371 24,371
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Total 2,661,998 2,661,998
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Operating profit 141,982 141,982
General corporate expense, net
of income items (17,863) (17,863)
Interest and other expense on debt 40,341 40,341
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Income before income taxes 119,504 119,504
Provision for income taxes 46,577 46,577
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Income before minority interest 72,927 72,927
Minority interest in Ryerson Tull, Inc. 8,442 8,442
----- -----
Income from continuing operations 64,485 64,485
Dividends on preferred stock 9,125 $(2,623) (a) 6,502
----- -------- -----
Net income from continuing operations
available to common stockholders $55,360 $2,623 $57,983
======= ====== =======
Earnings per share from continuing operations:
Basic $1.13 $2.48
Diluted $1.08 $2.31
Average shares of common stock
outstanding 48,887 25,500 (b) 23,387
Average shares of common stock
outstanding plus dilutive effect
of stock options and conversions 51,901 26,645 (c) 25,256
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(a) To reflect the elimination of the dividend associated with the
redemption of 1,145,394 shares of ESOP preferred stock subsequent
to the sale of Inland Steel Company as if such shares had not been
outstanding at any time during the period.
(b) To reflect the purchase of the Company's common stock pursuant to
its tender offer as if the transaction had been completed at the
beginning of the period.
(c) To reflect the additional effect of dilutive securities to share
purchase in (b).
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