-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KZqyiXZZmmhWED7+o24OVbOdQV4qZUUmUGb+g6moQMWKgjSVWRAnJMSWGEFUubyo HxAlALm7ZNgORvj+GdMlCw== 0000950142-07-000562.txt : 20070214 0000950142-07-000562.hdr.sgml : 20070214 20070214164844 ACCESSION NUMBER: 0000950142-07-000562 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 EFFECTIVENESS DATE: 20070214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RYERSON INC. CENTRAL INDEX KEY: 0000790528 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-METALS SERVICE CENTERS & OFFICES [5051] IRS NUMBER: 363425828 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09117 FILM NUMBER: 07621807 BUSINESS ADDRESS: STREET 1: 2621 WEST 15TH PLACE CITY: CHICAGO STATE: IL ZIP: 60608 BUSINESS PHONE: 7737622121 MAIL ADDRESS: STREET 1: 2621 WEST 15TH PLACE CITY: CHICAGO STATE: IL ZIP: 60608 FORMER COMPANY: FORMER CONFORMED NAME: RYERSON TULL INC /DE/ DATE OF NAME CHANGE: 19990301 FORMER COMPANY: FORMER CONFORMED NAME: INLAND STEEL INDUSTRIES INC /DE/ DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. CENTRAL INDEX KEY: 0001233563 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: C/O INTERNATIONAL FUND SERVICES STREET 2: THIRD FL BISHOP SQUARE REDMONDS HILL CITY: DUBLIN IRELAND STATE: L2 ZIP: 00000 BUSINESS PHONE: 2125216972 MAIL ADDRESS: STREET 1: C/O INTERNATIONAL FUND SERVICES STREET 2: THIRD FL BISHOP SQUARE REDMONDS HILL CITY: DUBLIN IRELAND STATE: L2 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: HARBERT DISTRESSED INVESTMENT MASTER FUND LTD DATE OF NAME CHANGE: 20030516 DFAN14A 1 dfan14a-ryerson_0214.txt SOLICITING MATERIAL ================================================================================ 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. ------------------------------------------------------------------------ (Name of Registrant as Specified In Its Charter) HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. AND HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. ------------------------------------------------------------------------ (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:_______________________________________________ ================================================================================ The following press release was issued by Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund, L.P. on February 14, 2007. * * * - ------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE HARBINGER CAPITAL PARTNERS COMMENTS ON RYERSON INC.'S FOURTH QUARTER AND FULL YEAR EARNINGS COMPANY CONTINUES TO UNDERPERFORM; RESULTS CONFIRM NEED FOR CHANGE AT BOARD LEVEL - ------------------------------------------------------------------------------- NEW YORK, FEBRUARY 14, 2007 - Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund, L.P. (together, "Harbinger") today commented on Ryerson Inc.'s (NYSE: RYI) fourth quarter and full year 2006 results which were released earlier today. Larry Clark, Managing Director of Harbinger Capital Partners, said: "There has also been no improvement to the Company's dismal execution of steel service center basics - buying and selling steel profitably. Management's plan to fix the Company's serious inventory problem is linked to a technology conversion that is escalating in cost and will not be complete for almost two years. Considering this team's long history of substantial underperformance on the basic service center operating metrics of inventory management and cash generation, we harbor substantial doubts that they will deliver on this or any of their other stated initiatives to turn this business around." Clark added, "As Ryerson's largest shareholder, we are very disappointed with but not surprised by today's announced fourth quarter and full year 2006 results. They are significantly below consensus estimates and certainly make the case for change in the Company's Board even more compelling. Along with a precipitous decline in net income which resulted in a 17 cent per share loss, the Company's gross margins are lower than they have been in almost a decade. We found it particularly troublesome to hear CEO Neil Novich attempt to minimize Ryerson's poor profit performance on today's quarterly call, when he stated that `looking at gross margin percent...is just not very useful' in gauging a company's financial health and relative performance." Specifically, Harbinger noted that, based on the Ryerson earnings announcement and its previous public filings: o Despite a slight increase in fourth quarter revenue, Ryerson's net income declined precipitously from a year-ago profit of $6.3 million, or 24 cents a share, to a loss of $4.5 million, or 17 cents a share; o The Company came in below consensus estimates on both the top and bottom line(1); o Tons shipped decreased 10.5% year-over-year from 820 thousand tons in Q4 2005 to 734 thousand tons in Q4 2006; o Operating profit per ton decreased 55% year-over-year from $33 to $15 for Q4 2006; o EBITDA margin decreased to 1.5% in Q4 2006 from 2.7% in Q4 2005; o Total debt increased 37.5% year-over-year from approximately $877.2 million to $1.2 billion; - --------------- (1) Consensus estimates are from: I/B/E/S - Institutional Brokers Estimates System o Debt to total capitalization stood at 65% at end of 2006 versus 61.6% at end of 2005; o LIFO adjusted inventory increased 47.4% from $1,107.0 million to $1,632.6 million, with 50% of that increase related to increased volume, not pricing; o Inventory turns for Q4 2006 were 3.1x vs. 3.9x in Q4 2005; o The SAP conversion is now expected to cost $80 million instead of original estimate of $65 million; and o The company failed to provide meaningful financial guidance for the next quarter or for the 2007 full-year. "Management continues to fail to execute their business plan and the Board is unable or unwilling to provide the appropriate guidance to enhance value for shareholders. The Company's cursory dismissal of Harbinger's proposals and failure to detail what elements of Harbinger's analysis they disagree with demonstrate their complete disregard for shareholders concerns, especially considering that the Company's performance issues we noted in January have only worsened. The bottom line is today's announcement clearly demonstrates a real need for change at the board level," concluded Clark. Harbinger, which owns a 9.7 percent stake in Ryerson, is seeking the election of seven independent directors to replace the majority of the existing Board of Directors of Ryerson Inc. at the Company's 2007 Annual Meeting of shareholders. Harbinger's experienced and independent director 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. Harbinger detailed its intention in a written notice to Ryerson's Board of Directors, filed in a Schedule 13-D amendment on January 3, 2007. ABOUT HARBINGER CAPITAL PARTNERS The Harbinger Capital Partners investment team located in New York City manages in excess of $5 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 distressed debt securities, special situation equities and private loans/notes in a predominantly long-only strategy. INVESTOR CONTACT: Harbert Management Corporation - John McCullough - 205-987-5576 MEDIA CONTACT: Sard Verbinnen & Co. - Brandy Bergman or Dan Gagnier - 212-687-8080 2 ADDITIONAL INFORMATION HARBINGER INTENDS TO MAKE 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. SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES FROM STOCKHOLDERS OF RYERSON INC. FOR USE AT THE 2007 ANNUAL MEETING WHEN THEY BECOME AVAILABLE BECAUSE THEY 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 RYERSON INC. STOCKHOLDERS AND WILL BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION IS AND WILL BE CONTAINED IN THE SCHEDULE 13D FILED BY HARBINGER AND IN AMENDMENTS THERETO. # # # 3 -----END PRIVACY-ENHANCED MESSAGE-----