SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
September 23, 1998
(Date of earliest event reported)
INLAND STEEL INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-9117 36-3425828
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
30 West Monroe Street, Chicago, Illinois 60603
(Address of Principal Offices, including zip code)
(312) 346-0300
(Registrant's telephone number, including area code)
Item 5. Other Events
On September 23, 1998, Inland Steel Industries, Inc. ("ISI")
announced that its Board of Directors has approved an offer to acquire all
of the outstanding publicly held shares of Ryerson Tull, Inc. ("RT")
pursuant to which the stockholders of RT (other than ISI and its
subsidiaries) would receive 0.54 of a share of Common Stock, par value
$1.00 per share, of ISI for each whole share of Class A Common Stock, par
value $1.00 per share, of RT held. Copies of the press release announcing
this proposal and the Letter to the Chairman of the Special Committee of
the Board of Directors of Ryerson Tull, Inc. containing the proposal are
attached to this Current Report as Exhibits 99.1 and 99.2, respectively.
Item 7. Exhibits
99.1 Press Release dated September 23, 1998
99.2 Letter to the Chairman of the Special Committee of the
Board of Directors of Ryerson Tull, Inc. dated
September 23, 1998
SIGNATURE
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 hereunto duly authorized.
INLAND STEEL INDUSTRIES, INC.
Dated: October 1, 1998 By: /s/ James M. Hemphill
------------------------------------
Name: James M. Hemphill
Title: Controller
EXHIBIT INDEX
Exhibit
Number Description
99.1 Press Release dated September 23, 1998
99.2 Letter to the Chairman of the Special Committee of the Board
of Directors of Ryerson Tull, Inc. dated September 23, 1998
Exhibit 99.1
Inland Steel Industries, Inc.
30 West Monroe Street
Chicago, Illinois 60603
INLAND STEEL INDUSTRIES, INC. NEWS RELEASE
For additional information: Patrick J. Unzicker
(773) 762-2153 x3206
For Immediate Release
INLAND STEEL INDUSTRIES, INC. OFFERS TO ACQUIRE THE PUBLIC
SHARES OF RYERSON TULL, INC. AND AUTHORIZES ADDITIONAL SHARE REPURCHASE
Chicago, IL (September 23, 1998) -- Inland Steel Industries, Inc.
(NYSE: IAD) announced today that its Board of Directors has approved a
proposal to acquire all of the outstanding publicly held shares of Ryerson
Tull, Inc. (NYSE: RT). Under the proposal, each publicly held share of
Class A Common Stock of Ryerson Tull would be exchanged for 0.54 of a share
of Inland common stock pursuant to a merger between Ryerson Tull and Inland
or a subsidiary of Inland.
The proposal is directed to the special committee of independent
directors of Ryerson Tull, which will negotiate the terms of a merger. If
an agreement is reached with the special committee, the merger would be
subject to, among other things, the approval of the shareholders of Ryerson
Tull. Inland currently is the holder of stock representing approximately 87
percent of the economic interest in Ryerson Tull.
Separately, Inland announced that to date it has repurchased
approximately 1.4 million shares of Inland common stock pursuant to a
previously announced plan to repurchase up to 2.35 million shares of its
common stock. Inland also announced that, in addition to this prior
authorization, its Board of Directors has authorized the company to further
repurchase up to an additional 2.5 million shares of its common stock.
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.
Exhibit 99.2
September 23, 1998
Ryerson Tull, Inc.
2621 West 15th Place
Chicago, Illinois 60608
Attn: Mr. Donald S. Perkins
Chairman of the Special Committee of
the Board of Directors
Dear Don:
The Board of Directors of Inland Steel Industries, Inc. ("ISI")
has authorized me to extend an offer pursuant to which ISI would acquire
all of the outstanding shares of common stock of Ryerson Tull, Inc. ("RT")
that ISI does not now own, directly or indirectly. This transaction would
be effected by means of a merger between RT and ISI or a wholly owned
subsidiary of ISI in which stockholders of RT (other than ISI and its
subsidiaries) would receive 0.54 of a share of Common Stock, par value
$1.00 per share, of ISI for each whole share of Class A Common Stock, par
value $1.00 per share, of RT held.
We understand that this offer will be considered by the special
committee of independent directors of RT. ISI is prepared to negotiate the
proposed transaction with the RT special committee and expects that the
final terms of any merger agreement between our two companies will be
subject to the approval of the special committee.
Members of senior management of ISI and our advisors would be
pleased to discuss this proposal with you or your representatives. Please
let me know at your earliest convenience how you wish to proceed.
Sincerely,
/s/ Robert J. Darnall
-----------------------
Robert J. Darnall
Chairman, President and
Chief Executive Officer
