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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
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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$867,000,000 $173,400
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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.
[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. 2 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)(12), the press release issued by Inland Steel Industries,
Inc. (the "Company") on August 6, 1998, filed as Exhibit 99.1 to the Company's
Current Report on Form 8-K, dated August 6, 1998 and, as Exhibit(a)(13), the
press release issued by the Company on August 12, 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 13, 1998
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INDEX TO EXHIBITS
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<CAPTION>
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...
(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
INLAND STEEL INDUSTRIES, INC. NEWS RELEASE
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For additional information:
Maria Hibbs
312-899-3162
For Immediate Release
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INLAND STEEL INDUSTRIES ANNOUNCES GREENWAY'S
REQUEST TO TEMPORARY RESTRAIN TENDER OFFER IS DENIED
Chicago, IL (August 12, 1998) -- Inland Steel Industries, Inc. (NYSE: IAD)
announced today that the Delaware Chancery Court denied the request of Greenway
Partners, L.P. and related entities to temporarily restrain Inland's Dutch
Auction self-tender offer for up to 25.5 million shares of Inland common stock
at a cash price between $30 and $34 per share.
Under the terms of the tender offer, tendering stockholders will either
specify prices within the $30-$34 price range at which they are willing to
tender their shares or elect to receive the purchase price determined by the
Dutch Auction mechanism. The final tender price will be the lowest price that
enables the Company to purchase 25.5 million shares (or such lesser number of
shares as have been validly tendered). All shares purchased will be paid the
final tender price. If more than 25.5 million shares are tendered at or below
the final tender price, shares will be accepted pro rata as described in the
offering materials.
As previously reported, Greenway entities filed the lawsuit on August 5,
1998. Greenway alleged that given their current 9.7% stock ownership, the size
of the tender offer and the terms of the Company's shareholder rights plan
coerce Greenway into tendering its shares for reasons other than the merits of
the tender offer. The Greenway entities indicated to the Delaware court that
following the denial of a temporary restraining order, they would tender all of
their shares and elect to have them purchased at the price determined by other
stockholders through the Dutch Auction mechanism. They also reserved the right
to pursue their claims after completion of the offer and seek all legal and
equitable remedies, including rescission or damages.
The offer is scheduled to expire at midnight, New York time, on Friday,
August 14, 1998, unless extended.
# # #
Inland Steel Industries, Inc. 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. ("Ryerson") and J.M. Tull Metals
Company, Inc. ("Tull"). Ryerson and Tull are leading metal service, distribution
and materials processing organizations. Ryerson Tull, Inc. believes that it 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.
