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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting material Pursuant to Rule 14a-11(c) or Rule 14a-12
RYERSON INC.
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(Name of Registrant as Specified In Its Charter)
HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
AND
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:__________
2) Aggregate number of securities to which transaction
applies:_______________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):__________________________
4) Proposed maximum aggregate value of transaction:_________________________
5) Total fee paid:__________________________________________________________
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:__________________________________________________
2) Form, Schedule or Registration Statement No.:____________________________
3) Filing Party:
4) Date Filed:_______________________________________________
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The following press release was issued by Harbinger Capital Partners Master
Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund, L.P. on
June 28, 2007.
P R E S S R E L E A S E
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HARBINGER CAPITAL PARTNERS FILES PRELIMINARY PROXY
MATERIALS TO ELECT SEVEN NOMINEES TO RYERSON'S BOARD OF DIRECTORS
PROPOSES SLATE OF HIGHLY QUALIFIED AND INDEPENDENT NOMINEES
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NEW YORK, JUNE 28, 2007 - Harbinger Capital Partners Master Fund I, Ltd. and
Harbinger Capital Partners Special Situations Fund, L.P. (together,
"Harbinger") today announced that it has filed with the Securities and Exchange
Commission preliminary proxy materials in connection with its nomination of
seven highly qualified and independent candidates for election to the Board of
Directors of Ryerson Inc. (NYSE: RYI) at the Company's 2007 Annual Meeting. The
meeting is to be held on August 23, 2007, at 8:00 a.m., Central Time, at the
Conrad Hotel, 521 N. Rush Street, Chicago, Illinois. Harbinger's nominees
include Mr. Keith E. Butler, Mr. Eugene I. Davis, Mr. Daniel W. Dienst, Mr.
Richard Kochersperger, Mr. Larry J. Liebovich, Mr. Gerald Morris and Mr. Allen
Ritchie.
Larry Clark, Managing Director of Harbinger Capital Partners, said: "We are
excited that shareholders will at last have the opportunity to vote in favor of
individuals with the experience, perspective and discipline necessary to guide
Ryerson and help the Company achieve its full potential. In spite of an
industry-leading position and the tailwind of global consolidation in the steel
industry, Ryerson has significantly lagged its peers in profitability and
efficiency. We believe that the focus on execution each of our candidates
brings to Ryerson will be one of the critical elements of reinvigorating this
underperforming franchise. We are confident that Ryerson's shareholders,
employees, suppliers and customers will share our excitement as they learn more
about these individuals in the coming weeks."
Clark added, "The Company delayed its Annual Meeting on the basis that the
Board was reviewing strategic alternatives but there has been no update on this
initiative. Our assembled slate of highly qualified, independent nominees, if
elected to serve on the Board, is collectively committed to taking all actions
necessary to improve the Company's business operations and create value for all
stockholders. The Harbinger slate brings together a group of nominees with an
invaluable range of experience and expertise, from veterans of the metal
services and related industries to specialists in logistics, distribution,
corporate restructuring and finance. We believe that these nominees will be
able to focus Ryerson's management team on the execution of its business plan
with the goal of materially improving the Company's financial performance and
future prospects for value creation."
Harbinger is the beneficial holder of approximately 9.6 percent of Ryerson's
outstanding shares. Its slate of seven director nominees includes:
Keith E. Butler Mr. Butler, 53, is the sole owner of BCS Placements,
LLC, an NASD registered broker dealer that focuses on
raising private equity from institutional investors.
Prior to launching BCS, Mr. Butler worked as an
investment banker for more than 20 years. His firms
included Alex.Brown, PaineWebber and, until the end
of 2003, UBS. Mr. Butler's focus was on the
transportation sector (air, shipping and rail),
including the financing of freighter aircraft. Before
PaineWebber merged with UBS, Mr. Butler was a
Managing Director at PaineWebber, where he launched
and built the first structured finance product group
for transportation assets, and Alex.Brown, where he
initiated the transportation debt practice. Mr.
Butler is a member of the Board, and a member of the
Audit Committee, of Atlas Air Worldwide Holdings,
Inc.
Eugene I. Davis Mr. Davis, 52, is the Chairman and Chief Executive
Officer of PIRINATE Consulting Group, LLC, a
privately held consulting firm specializing in
turn-around management, merger and acquisition
consulting, proxy contests and strategic planning
advisory services for domestic and international
public and private business entities. Since forming
PIRINATE in 1997, Mr. Davis has advised, managed,
sold, liquidated and/or acted in an executive
capacity for a number of businesses, including
companies operating in the metals, transportation and
logistics sectors. Mr. Davis served as Chief
Restructuring Officer of RBX Industries, Inc. from
January to September 2001 and as Chairman and Chief
Executive Officer from September 2001 until 2004. Mr.
Davis has served as Chief Executive Officer of Golden
Northwest Aluminum, Inc. since May 2005.
Prior to forming PIRINATE, Mr. Davis served as
President, Vice-Chairman and Director of Emerson
Radio Corp, and CEO and Vice-Chairman of Sport Supply
Group, Inc. Mr. Davis began his career as an attorney
and international negotiator with Exxon Corp. and
Standard Oil Company (Indiana) and as a partner in
two Texas-based law firms where he specialized in
corporate/securities law, international transactions
and restructuring advisory.
Mr. Davis currently serves as Chairman of the Board
of Directors for Atlas Air Worldwide Holdings, Inc.
and Foamex, Inc. Mr. Davis is also a director for
Knology Broadband, Inc., American Commercial Lines,
Inc., Footstar Inc., PRG Shultz International, Inc.,
Ion Media Networks, Inc., Delta Air Lines, Inc. and
Viskase Companies Inc. Mr. Davis is a former director
of Metals USA, Inc.
Daniel W. Dienst Mr. Dienst, 41, has served as the Chairman of the
Board of Metal Management, Inc., one of the largest
full service metals recyclers in the United States,
since April 2003, as that company's Chief Executive
Officer since January 2004, as that company's
President since September 2004 and as a member of
that company's Board since 2001. From May 2000 to
January 2004, Mr. Dienst served as Managing Director
of the Corporate and Leveraged Finance Group of CIBC
World Markets Corp., a diversified global financial
services firm. From January 1999 through April 2000,
Mr. Dienst held various positions within CIBC World
Markets, including Executive Director of the High
Yield/Financial Restructuring Group. From October
1995 to March 1998, Mr. Dienst served in various
capacities with Jefferies & Company, Inc., most
recently as its Vice President, Corporate
Finance/Restructurings. Mr. Dienst previously served
as the non-executive Chairman of the Board of Metals
USA, Inc.
Richard Kochersperger Mr. Kochersperger, 57, is the Director of the Food
Marketing Group, a virtual educational resource for
the food industry. Previously, he was the Director of
the Center for Food Marketing at Saint Joseph's
University and, until August 2007, Mr. Kochersperger
will be Associate Professor at Saint Joseph's
University in the Food Marketing Department. Mr.
Kochersperger has designed and implemented Executive
Education programs for several leading companies
including Albertsons/ACME, Tengelmann, A&P, Ferrero,
Fleming, McCormick and the USDA Cochran Fellowship.
He is the author of several books on Food Logistics
and he produces the Annual Food Industry Logistics
Benchmark for Food Distributors International.
Larry J. Liebovich Currently retired after 33 years of service, Mr.
Liebovich, 58, is the former President of Liebovich
Steel & Aluminum Company. Currently, Mr. Liebovich
serves on the Board of Directors of a private service
center company, is a freelance consultant and is the
author of "Metal Distribution My Way".
Gerald Morris Mr. Morris, 74, has served as President and Chief
Executive Officer of Intalite International N.V., a
diversified holding company with investments
primarily in the metals fabrication industry, for
over 30 years. Mr. Morris is also a director of Metal
Management, Inc and is a former director of Metals
USA, Inc.
Allen Ritchie Mr. Ritchie, 49, is currently Senior Vice President
and Chief Financial Officer of Altec Industries,
Inc., a privately-held provider of equipment and
services to the electric utility, telecommunications
and contractor markets. The company provides products
and services in over 100 countries around the world.
From August 2001 until November 2006, he was
Executive vice President and Chief Financial Officer
of Protective Life Corporation. Before joining
Protective Life, Mr. Ritchie held a number of senior
management roles with AGCO Corporation from 1991 to
1997 and Per-Se Technologies, Inc. from 1998 to 2000.
ABOUT HARBINGER CAPITAL PARTNERS
The Harbinger Capital Partners investment team located in New York City manages
in excess of $8 billion in capital through two complementary strategies.
Harbinger Capital Partners Master Fund I, Ltd. is focused on restructurings,
liquidations, event-driven situations, turnarounds and capital structure
arbitrage, including both long and short positions in highly leveraged and
financially distressed companies. Harbinger Capital Partners Special Situations
Fund, L.P. is focused on medium to long-term equity investments with a
primarily long bias, with flexibility to use other investment strategies and
types of securities when attractive opportunities arise.
Investor contact:
Harbert Management Corporation - John McCullough - 205-987-5576
Media contact:
Sard Verbinnen & Co - Dan Gagnier or Shannon Provost - 212-687-8080
ADDITIONAL INFORMATION
Harbinger has made a preliminary filing with the Securities and Exchange
Commission of a proxy statement and an accompanying proxy card to be used to
solicit proxies in connection with the Ryerson Inc. 2007 Annual Meeting of
Stockholders. Stockholders are advised to read the preliminary proxy statement
and to read Harbinger's definitive proxy statement and other documents relating
to the solicitation of proxies by Harbinger when they become available because
they contain, and will contain, important information, including information
relating to the participants in such proxy solicitation. When completed, a
definitive proxy statement and a form of proxy will be mailed to stockholders
of Ryerson Inc. The preliminary proxy statement, the definitive proxy statement
and other documents relating to the solicitation of proxies by Harbinger will
be available at no charge at the website of the Securities and Exchange
Commission at http://www.sec.gov.
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