Exhibit 10
July 29, 1998
BY FAX AND OVERNIGHT
--------------------
Inland Steel Industries, Inc.
00 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx, Xx.
Vice President and General Counsel
Re: July 20, 1998 Offer to Purchase
-------------------------------
Gentlemen:
This letter is written on behalf of Greenway Partners, L.P., Greentree
Partners, L.P., Greenhouse Partners, L.P., Xxxxxxxx L.L.C., Greenbelt Corp.,
Greensea Offshore, L.P., Xxxxxxxx Overseas, L.L.C., Xxxxxx X. Xxxxxxxx and Xxxx
X. Xxxxxxxxxx (collectively, the "Greenway Group").
We have received from Inland Steel Industries, Inc. (the "Company") a copy
of its July 20, 1998 Offer to Purchase setting forth the Company's offer to
purchase, on the terms and subject to the conditions set forth therein, up to
25,500,000 shares of its common stock ("Common Stock") at a purchase price not
greater than $34 nor less than $30 per share (the "Offer").
Under Sections 1(b) and 11(a)(ii)(B) of the Company's November 25, 1997
Rights Agreement, the Board of Directors of the Company may declare a
stockholder to be an "Adverse Person" if, among other things, the Board
determines that the stockholder is "the Beneficial Owner of a number of shares
of Common Stock which the Board of Directors of the Company determines to be
substantial (which number of shares shall in no event represent less than 10% of
the outstanding shares of Common Stock)."
The Greenway Group beneficially owns 4,783,300 shares of Common Stock,
representing approximately 9.7% of the outstanding shares of Common Stock. Given
all of the variables involved in the Company's "Dutch" auction tender, including
choice of price and number of shares tendered and tax considerations (by the
Greenway Group and all other stockholders), the Greenway Group may become the
beneficial owner of in excess of 10% of the outstanding shares of Common Stock
as a result of the consummation of the Offer. According to the Offer, the
Greenway Group also may receive from the Company additional shares of Common
Stock in respect of our holding of shares of Ryerson Xxxx on terms yet to be
determined.
Please confirm by counter-signing this letter and returning it by August
3, 1998 that, notwithstanding the consummation of the transactions contemplated
by the Offer or a subsequent transaction by the Company involving Ryerson Xxxx,
the Xxxxxxxx Group will not become "the Beneficial Owner of a number of shares
of Common Stock which the Board of Directors of the Company determines to be
substantial" or be declared an "Adverse Person" so long as the Greenway Group
does not acquire beneficial ownership of any shares of Common Stock in excess of
the 4,783,300 shares of Common Stock beneficially owned by the Greenway Group
plus such shares of Common Stock which may be received in respect of any shares
of Ryerson Xxxx that may be owned by the Greenway Group.
1
Please confirm your agreement with the foregoing by signing a copy of this
letter where indicated below and returning it to us by August 3, 1998. As you no
doubt understand, we cannot allow ourselves to be placed in a position where the
Company could purport to trigger the "poison" of the pill against us. Therefore,
we look forward to receiving a counter-signed copy of this letter from the
Company on a timely basis so that we need not be forced to seek clarification in
another forum.
Very truly yours,
GREENWAY PARTNERS, L.P.,
on behalf of the Greenway Group
By: GREENHOUSE PARTNERS, L.P.,
its General Partner
By: /s/ Xxxx X. Xxxxxxxxxx
----------------------------------------
Xxxx X. Xxxxxxxxxx
General Partner
AGREED:
INLAND STEEL INDUSTRIES, INC.
By:
-----------------------------------------
Name:
Title:
Date: , 1998
-------------------
cc: Xxxxxx X. Xxxxxxx
Chairman, President and Chief Executive Officer
Xxx X. Xxxxx
Vice President and Chief Financial Officer
2
