EXHIBIT 9
GREENWAY PARTNERS, L.P.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
May 13, 1998
Inland Steel Industries, Inc.
▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇ ▇. ▇▇▇▇▇
Gentlemen:
This letter sets forth our understanding with respect to the
withdrawal by Greenway Partners, L.P. ("Greenway"), ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇▇ (collectively, the "Participants") of (i) their shareholder
proposal and supporting statement with respect to the spin-off of Ryerson ▇▇▇▇
(the "▇▇▇▇▇▇▇ ▇▇▇▇ Proposal") which (a) was submitted by letter of December 4,
1997 to Inland Steel Industries, Inc. (the "Company") from Greenway for
inclusion in the Company's proxy statement for its 1998 annual shareholders
meeting (the "Annual Meeting") pursuant to Rule 14a-8 promulgated pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act") and (b)
appears in the Participant's definitive proxy statement in respect of the Annual
Meeting as filed with the Securities and Exchange Commission (the "Commission")
on March 3, 1998 (as amended March 6, 1998, the "Definitive Proxy Statement")
and (ii) their shareholder proposal that the Company's rights plan be eliminated
unless approved by a vote of Inland's securities holders (the "Rights Plan
Proposal" and, together with the Ryerson ▇▇▇▇ Proposal, the "Proposals"), which
also appears in the Definitive Proxy Statement.
The Participants no longer believe that it is in their best
interests to pursue the Proposals at this time. The Company announced on March
17, 1998 that it entered into a binding agreement to sell Inland Steel Company
to Ispat International N.V. ("Ispat") and that it intends to distribute a
significant portion of the net proceeds from the sale to its shareholders
through stock repurchases, dividends or a combination thereof.
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Therefore, the Participants will withdraw from the agenda for the
Annual Meeting the Proposals and will not solicit proxies from securities
holders in favor of such Proposals in connection with the Annual Meeting.
The Participants are making their withdrawal on the condition that
the Company agrees that the withdrawal of the Proposals will be without
prejudice to each Participant's right in connection with the Company's
subsequent annual meetings to submit one or both of the Proposals or any similar
proposal for inclusion in the Company's proxy statement pursuant to Rule 14a-8
under the Exchange Act without the Company seeking to bar inclusion pursuant to
Rule 14a-8(a)(2) or Rule 14a-8(c)(12) thereunder on the grounds that the
Proposals were included in the Company's proxy statement in respect of the
Annual Meeting and the matters were not presented for action at the Annual
Meeting or voted on by the shareholders at the Annual Meeting.
The Company further agrees that, in connection with the Company's
1999 annual shareholders meeting, it will permit Greenway and the other
Participants to include in the Company's proxy materials, the Rights Plan
Proposal or a similar proposal, together with a supporting statement of up to
1000-words, so long as such proposal and supporting statement are provided to
the Company no later than January 20, 1999; it being expressly understood that
the Participants will not be required to comply with any of the requirements of
Rule 14a-8 of the Exchange Act in connection with the inclusion of such proposal
in the Company's proxy materials and that the submission of such proposal will
be without prejudice to each Participant's rights to submit one other proposal
in compliance with Rule 14a-8 of the Exchange Act. The Company hereby waives any
notice requirement pursuant to Article II, Section 2 of the Company's By-Laws
with respect to Greenway's and other Participants' presentation of said Rights
Plan Proposal or similar proposal at the Company's 1999 annual shareholders
meeting so long as such Participants timely submit said proposal and supporting
statement in accordance with the foregoing sentence.
Greenway and the Company further agree that as soon as practicable
they shall release to the press a joint statement in the form attached hereto as
Exhibit A.
If the foregoing correctly sets forth our understanding with respect
to the withdrawal of the Proposals, please so indicate by signing this letter
where indicated below and faxing
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the signed copy to the attention of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ at ▇▇▇- ▇▇▇-▇▇▇▇ and
mailing same to the attention of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ at the above address.
Very truly yours,
GREENWAY PARTNERS, L.P.
By Greenhouse Partners, L.P.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
General Partner
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
AGREED as of the
date first stated above
INLAND STEEL INDUSTRIES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Associate General Counsel
and Secretary
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EXHIBIT A
May 13, 1998
FOR IMMEDIATE RELEASE:
NEW YORK, NEW YORK. Inland Steel Industries, Inc. and Greenway
Partners, L.P., one of Inland's largest shareholders, announced today that they
have reached an agreement whereby Greenway will withdraw from the agenda for the
Company's upcoming 1998 Annual Meeting its proposals that Inland's management
consider the (i) spin-off of Ryerson ▇▇▇▇ and (ii) elimination of Inland's
Rights Plan unless it is approved by Inland's shareholders.
Greenway supports Inland's recently announced sale of its Inland
Steel subsidiary to Ispat International N.V. and, subject to Board approval,
distribution of a portion of the net proceeds from the sale to Inland's
shareholders through stock repurchases, dividends or a combination thereof.
Greenway believes that the consummation of the Ispat sale would create value for
Inland's shareholders and accomplish the same goals that Greenway has supported
for more than a year through its Ryerson ▇▇▇▇ spin-off proposal. Greenway is
pleased that Inland's management has been responsive to its goals and looks
forward to the consummation of the Ispat transaction.
Inland has agreed to permit Greenway to submit its non-binding
proposal for shareholder approval of Inland's Rights Plan, together with a
1,000-word supporting statement, for inclusion in the Company's proxy materials
for its 1999 Annual Meeting.
Greenway Partners, L.P. is a private investment fund.
Chicago-based Inland Steel Industries, Inc., is a materials
management, logistics and technical services company that provides value-added
steel products and materials-related services to manufacturers in the
automotive, appliance, furniture, equipment,
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electric motor and a variety of other industries. Its wholly-owned subsidiaries
include Inland Steel Company, the sixth largest U.S. steel producer, and Inland
International. In addition, it owns 87 percent of Ryerson ▇▇▇▇, Inc., the
largest North American metals and industrial plastics service center operation,
comprised of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & Son, Inc., ▇.▇. ▇▇▇▇ Metals Company, Inc., and
Ryerson de Mexico.
For further information, please call:
Inland Steel Industries, Inc.
M. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, III ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇
General Manager, Investor Relations Media Relations
Communications & ▇-▇▇▇-▇▇▇-▇▇▇▇ ▇-▇▇▇-▇▇▇-▇▇▇▇
Stakeholder Relations
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