DFAN14A 1 dfan14a-ryerson_062807.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 June 28, 2007. P R E S S R E L E A S E ------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------- 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. # # #