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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
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. 3 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)(14), the press release issued by Inland Steel Industries,
Inc. (the "Company") on August 17, 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 17, 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...
(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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EXHIBIT A.14
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
INLAND STEEL INDUSTRIES, INC. ANNOUNCES PRELIMINARY RESULTS
OF DUTCH AUCTION TENDER OFFER
Chicago, IL (August 17, 1998) - Inland Steel Industries, Inc. (NYSE: IAD)
announced today the preliminary results of its Dutch auction self-tender offer
for its common stock. On July 20, 1998, Inland announced its offer to purchase
up to 25,500,000 shares of its common stock, or approximately 51% of its then
outstanding shares, at a price not greater than $34.00 not less than $30.00 per
share. The offer expired at 12:00 Midnight, New York City time, on August 14,
1998. The tender offer has not been extended.
Based on a preliminary count by Harris Trust and Savings Bank, the
depositary for the offer, Inland expects the purchase price to be $30.00 per
share and the proration factor to be approximately 56.2% of the 45,086,765
shares tendered at $30.00. Based on the preliminary results, Inland intends to
exercise its option to purchase an additional 984,526 of the tendered shares,
which would raise the proration factor to approximately 58.4%. Shares tendered
at prices in excess of the purchase price and shares not purchased because of
proration or conditional tender will be promptly returned.
The determination of the actual number of shares to be purchased, the final
proration factor and the purchase price are subject to final confirmation and
the proper delivery of all shares tendered and not withdrawn, including the
shares tendered pursuant to the guaranteed delivery procedure. Inland intends to
announce the final results of the tender offer as soon as practicable following
calculation of the final proration factor.
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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 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.
Faxes of Inland news releases may be obtained by calling (800) 758-5804, ext.
108925.
