-----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, LVLsAvGPmd8QmFO2M+VThOweQaz52TIB/7AhJH/Yrgdr11j+GFKrWikqXS6lGiE/ f1e0f/2AbvXocUQ6K1IIAA== 0000950142-07-000044.txt : 20070103 0000950142-07-000044.hdr.sgml : 20070101 20070103171436 ACCESSION NUMBER: 0000950142-07-000044 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20070103 DATE AS OF CHANGE: 20070103 GROUP MEMBERS: HARBERT MANAGEMENT CORPORATION GROUP MEMBERS: HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. GROUP MEMBERS: HARBINGER CAPITAL PARTNERS OFFSHORE MANAGER, L.L.C. GROUP MEMBERS: HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. GROUP MEMBERS: HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC GROUP MEMBERS: HMC - NEW YORK, INC. GROUP MEMBERS: HMC INVESTORS, L.L.C. GROUP MEMBERS: MICHAEL D. LUCE GROUP MEMBERS: PHILIP FALCONE GROUP MEMBERS: RAYMOND J. HARBERT 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38287 FILM NUMBER: 07505689 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: SC 13D/A 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 SC 13D/A 1 sc13da1_ryerson.txt AMENDMENT NO. 1 =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. 1) RYERSON INC. (Name of Issuer) COMMON STOCK ($1.00 PAR VALUE PER SHARE) (Title of Class of Securities) 78375P107 (CUSIP Number) WILLIAM R. LUCAS, JR. ONE RIVERCHASE PARKWAY SOUTH BIRMINGHAM, ALABAMA 35244 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JANUARY 2, 2007 (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 78375P107 Page 2 of 16 SCHEDULE 13D - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Harbinger Capital Partners Master Fund I, Ltd. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 2,500,000 ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 2,500,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,500,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- CUSIP No. 78375P107 Page 3 of 16 SCHEDULE 13D - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Harbinger Capital Partners Offshore Manager, L.L.C. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 2,500,000 ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 2,500,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,500,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- CUSIP No. 78375P107 Page 4 of 16 SCHEDULE 13D - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HMC Investors, L.L.C. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 2,500,000 ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 2,500,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,500,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- CUSIP No. 78375P107 Page 5 of 16 SCHEDULE 13D - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Harbinger Capital Partners Special Situations Fund, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 50,000 ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 50,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- CUSIP No. 78375P107 Page 6 of 16 SCHEDULE 13D - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Harbinger Capital Partners Special Situations GP, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 50,000 ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 50,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- CUSIP No. 78375P107 Page 7 of 16 SCHEDULE 13D - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HMC - New York, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 50,000 ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 50,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- CUSIP No. 78375P107 Page 8 of 16 SCHEDULE 13D - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Harbert Management Corporation - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Alabama - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 2,550,000 ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 2,550,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,550,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- CUSIP No. 78375P107 Page 9 of 16 SCHEDULE 13D - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Philip Falcone - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 2,550,000 ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 2,550,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,550,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- CUSIP No. 78375P107 Page 10 of 16 SCHEDULE 13D - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Raymond J. Harbert - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 2,550,000 ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 2,550,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,550,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- CUSIP No. 78375P107 Page 11 of 16 SCHEDULE 13D - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Michael D. Luce - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 2,550,000 ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 2,550,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,550,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- CUSIP No. 78375P107 Page 12 of 16 Item 1. SECURITY AND ISSUER. This Amendment No. 1 to Schedule 13D ("Amendment No. 1") is being filed by Harbinger Capital Partners Master Fund I, Ltd. (the "Master Fund"), Harbinger Capital Partners Offshore Manager, L.L.C. ("Harbinger Manager"), the investment manager of the Master Fund, HMC Investors, L.L.C., its managing member ("HMC Investors"), Harbinger Capital Partners Special Situations Fund, L.P. (the "Special Fund"), Harbinger Capital Partners Special Situations GP, LLC, the general partner of the Special Fund ("HCPSS"), HMC - New York, Inc., the managing member of HCPSS ("HMCNY"), Harbert Management Corporation ("HMC"), the managing member of HMC Investors and the parent of HMCNY, Philip Falcone, a shareholder of HMC and the portfolio manager of the Master Fund and the Special Fund, Raymond J. Harbert , a shareholder of HMC, and Michael D. Luce, a shareholder of HMC (each of the Master Fund, Harbinger Manager, HMC Investors, HMC, Special Fund, HCPSS, HMCNY, Philip Falcone, Raymond J. Harbert and Michael D. Luce may be referred to herein as a "Reporting Person" and collectively may be referred to as "Reporting Persons"), to amend the Schedule 13D filed by the Reporting Persons on December 13, 2006 (the "Schedule 13D"), with respect to the Common Stock, $1.00 per share par value of Ryerson Inc. (the "Issuer"). The address of the Issuer is 2621 West 15th Place, Chicago, Illinois 60608. Unless otherwise indicated herein, terms used and defined in the Schedule 13D shall have the same respective meanings herein as are ascribed to such terms in the Schedule 13D. Item 4. PURPOSE OF TRANSACTION. Item 4 of the Schedule 13D is hereby amended by deleting the last sentence of the fourth paragraph thereof and inserting the following as a new paragraph immediately following the sixth paragraph thereof: "On January 2, 2007, the Master Fund and the Special Fund delivered a notice (the "Notice") to the Secretary of the Issuer formally notifying the Issuer of its intent (i) to nominate for the 2007 annual meeting of stockholders of the Issuer (the "2007 Annual Meeting") the following seven individuals for election as directors of the Issuer: Keith E. Butler; Eugene I. Davis; Daniel W. Dienst; Larry J. Liebovich; Gerald Morris; Richard Kochersperger; and Allen Ritchie (the "Nominees") and (ii) to bring before the 2007 Annual Meeting proposed resolutions (A) to repeal each provision or amendment of the By-laws of the Issuer adopted by the Board of Directors of the Issuer without the approval of the Company's stockholders subsequent to January 1, 2006 (purportedly the last date of reported changes) and prior to the approval of the resolution and (B) to amend the Issuer's By-laws to provide that the Board of Directors of the Issuer shall consist of not fewer than six (6) directors nor more than ten (10) directors. The proposals are intended to deter the current members of the Board from creating obstacles to the election of the Nominees as a majority of the Board. The HCP Funds may be deemed to have an interest in the proposals insofar as adoption of the proposals may facilitate the election of the HCP Nominees. A copy of the Notice is attached hereto as Exhibit C. In connection with the delivery of the Notice, the Master Fund and the Special Fund have issued a press release, a copy of which is attached hereto as Exhibit D." Item 4 is hereby further amended by deleting the seventh paragraph thereof and inserting the following immediately following the final paragraph thereof: "IMPORTANT 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 ISSUER'S 2007 ANNUAL MEETING. SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES FROM STOCKHOLDERS OF THE ISSUER FOR USE AT THE 2007 ANNUAL MEETING CUSIP No. 78375P107 Page 13 of 16 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 THE ISSUER'S 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 CONTAINED IN THE NOTICE ATTACHED HERETO AS EXHIBIT C." Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit C: Notice of Nomination and Stockholder Proposal Exhibit D: Press Release dated January 2, 2007 Exhibit E: Joint Filing Agreement CUSIP No. 78375P107 Page 14 of 16 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. By: Harbinger Capital Partners Offshore Manager, L.L.C. By: HMC Investors, L.L.C., Managing Member By: /s/ Joel B. Piassick ------------------------------------- Name: Joel B. Piassick Title: Executive Vice President HARBINGER CAPITAL PARTNERS OFFSHORE MANAGER, L.L.C.* By: HMC Investors, L.L.C., Managing Member By: /s/ Joel B. Piassick ------------------------------------- Name: Joel B. Piassick Title: Executive Vice President HMC INVESTORS, L.L.C.* By: /s/ Joel B. Piassick ------------------------------------- Name: Joel B. Piassick Title: Executive Vice President CUSIP No. 78375P107 Page 15 of 16 HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. By: Harbinger Capital Partners Special Situations GP, LLC By: HMC - New York, Inc., Managing Member By: /s/ William R. Lucas, Jr. ------------------------------------- Name: William R. Lucas, Jr. Title: Senior Vice President & General Counsel HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC.* By: HMC - New York, Inc., Managing Member By: /s/ William R. Lucas, Jr. ------------------------------------- Name: William R. Lucas, Jr. Title: Senior Vice President & General Counsel HMC - NEW YORK, INC.* By: /s/ William R. Lucas, Jr. ------------------------------------- Name: William R. Lucas, Jr. Title: Senior Vice President & General Counsel HARBERT MANAGEMENT CORPORATION* By: /s/ William R. Lucas, Jr. ------------------------------------- Name: William R. Lucas, Jr. Title: Executive Vice President CUSIP No. 78375P107 Page 16 of 16 /s/ Philip Falcone ------------------------------------------ Name: Philip Falcone* /s/ Raymond J. Harbert ------------------------------------------ Name: Raymond J. Harbert* /s/ Michael D. Luce ------------------------------------------ Name: Michael D. Luce* January 3, 2007 *The Reporting Persons disclaim beneficial ownership in the shares reported herein. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). EX-99 2 ex-csc13da1_ryerson.txt EXHIBIT C Exhibit C to Schedule 13D Harbinger Capital Partners Harbinger Capital Partners Special Master Fund I, Ltd. Situations Fund, L.P. c/o International Fund 555 Madison Avenue, 16th Floor Services (Ireland) Limited New York, New York 10022 Third Floor, Bishop's Square Redmond's Hill, Dublin 2, Ireland January 2, 2007 BY HAND AND FACSIMILE Ryerson Inc. 2621 West 15th Place Chicago, IL 60608 Attention: Corporate Secretary BY HAND Corporate Secretary Ryerson Inc. c/o The Corporation Trust Company 1209 Orange Street Wilmington, DE 19801 Re: Notice of Nomination of Candidates for Election to the Board of Directors and to Present Stockholder Proposals at the Upcoming Annual Meeting of Ryerson Inc. ---------------------------------------------------- Dear Secretary: This notice (including Appendix I and Exhibit A attached hereto, the "Notice") of the decision of Harbinger Capital Partners Master Fund I, Ltd. (the "Master Fund") and Harbinger Capital Partners Special Situations Fund, L.P. (the "Special Fund" and, together with the Master Fund, the "HCP Funds"), the beneficial owners of an aggregate of 2,550,000 shares (the "Shares") of common stock, par value $1.00 ("Common Stock"), of Ryerson Inc., a Delaware corporation (the "Company"), to propose the nomination of and nominate candidates for election to the Board of Directors of the Company (the "Board") and of the intention of the HCP Funds to present stockholder proposals at the upcoming Annual Meeting of stockholders of the Company which the HCP Funds expect will be held in May 2007, including any adjournments or postponements thereof or any special meeting that may be called in lieu thereof (the "Annual Meeting"), is being delivered in accordance with the requirements set forth under Section 2 of Article II regarding Notice of Nomination of Candidates and Stockholder Proposals Page 2 director nominations (the "Nomination Requirements") and the requirements set forth under Section 2 of Article II regarding stockholder business (the "Proposal Requirements") of the By-laws of the Company (the "By-laws"). The Master Fund is the direct record owner of 1,000 of the Shares and is the beneficial owner of an additional 2,499,000 of the Shares held in street name. The Special Fund is the direct record owner 1,000 of the Shares and is the beneficial owner of an additional 49,000 of the Shares held in street name. Pursuant to the Nomination Requirements, this Notice sets forth with respect to each of the HCP Nominees (as defined below): (a) the name, age, business address and residence address of such person; (b) the principal occupation or employment of such person; (c) the class and number of shares of capital stock of the Company which are beneficially owned by such person; and (d) any other information relating to such person that would be required to be disclosed in solicitations for proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, pursuant to the Nomination Requirements, this Notice sets forth: (a) the name and record address of the HCP Funds; and (b) the class and number of shares of capital stock of the Company which are beneficially owned by each of the HCP Funds. This Notice also attaches as Exhibit A hereto a copy of signed consents executed by each of the HCP Nominees to being named as nominees and to serving as directors of the Company, if elected. Pursuant to the Proposal Requirements, this Notice sets forth (a) a brief description of the business desired to be brought before the Annual Meeting and the reasons for conducting such business at the Annual Meeting; (b) the name and record address of the HCP Funds; (c) the class and number of shares of the Company which are beneficially owned by the HCP Funds; and (d) any material interest of the HCP Funds in such business. A. BACKGROUND The HCP Funds initially acquired their Shares because they believe that the Shares represent an attractive investment. The HCP Funds and the other Harbinger Persons (as defined below) initially reported their investment on a Schedule 13G on November 27, 2006. Following that filing, the Harbinger Persons examined the financial and operating performance of the Company and grew increasingly concerned that the board of directors and senior management of the Company had not been appropriately vigilant in their management of the Company, particularly with respect to its lack of focus on profitability and the management of inventory. On December 13, 2006, the Harbinger Persons filed a Schedule 13D with respect to their investment in the Shares. In their Schedule 13D, the Harbinger Persons disclosed that they were considering a range of actions by which they might be able to encourage the Company to Notice of Nomination of Candidates and Stockholder Proposals Page 3 improve its performance. The Harbinger Persons further disclosed, among other matters, that such activities might include taking a position (including by contacting management and other stockholders of the Company) with respect to potential changes in the operations, management, or capital structure of the Company as a means of enhancing stockholder value, and that the Harbinger Persons were also considering nominating one or more persons for election to the Company's board of directors at the Company's next annual meeting of stockholders. Subsequent to the filing of the Schedule 13D, the HCP Funds determined that nominating the HCP Nominees for election to the Company's board, and submitting the related proposals included in this Notice, represented the most appropriate course of action to enhance stockholder value. B. NOTICE OF NOMINATION OF CANDIDATES FOR ELECTION TO THE BOARD The HCP Funds hereby propose the nomination of and nominate the following individuals (the "HCP Nominees") for election to the Board to succeed a majority of the current directors whose term expires at the Annual Meeting (or any director named to fill any vacancy created by the death, retirement, resignation or removal of any such directors): o Keith E. Butler o Eugene I. Davis o Daniel W. Dienst o Richard Kochersperger o Larry J. Liebovich o Gerald Morris o Allen Ritchie The HCP Funds reserve the right to nominate, substitute or add additional persons (a) in the event that the Company purports to increase the number of directorships to each additional directorship created, (b) if the Company makes or announces any changes to its By-laws or takes or announces any other action that has, or if consummated would have, the effect of disqualifying any of the HCP Nominees or any additional nominee nominated pursuant to the preceding clause (a) and/or (c) in the event any of the HCP Nominees named in Appendix I are unable or hereafter become unwilling for any reason to serve as a director. Additional nominations made pursuant to the preceding clauses (a) and/or (b) are without prejudice to the position of the HCP Funds that any attempt to increase the size of the Board or disqualify any of the HCP Nominees Notice of Nomination of Candidates and Stockholder Proposals Page 4 through Bylaw amendments or otherwise constitutes unlawful manipulation of the Company's corporate machinery. As required by Section 2 of Article II of the By-laws, the following information constitutes all of the information relating to the HCP Nominees that would be required to be disclosed in solicitations for proxies for election of directors pursuant to Regulation 14A under the Exchange Act. Such information includes all information required to be set forth in this Notice pursuant to the Nomination Requirements. To the extent that information set forth at any point in this Notice is responsive to a specific item below, each such item shall be deemed to incorporate such information, no matter where such information appears in this Notice. The information set forth in Appendix I is incorporated herein by reference. All information set forth herein relating to any person other than the HCP Funds is given only to the knowledge of the HCP Funds. Information required by Section 2 of Article II of the By-laws regarding the name, record address and beneficial holdings of the persons making the nomination is as set forth herein, including Appendix I and Exhibit A attached hereto. To the extent additional information is provided regarding the persons making the solicitation, such information is provided voluntarily for context or completeness. ITEM 4. PERSONS MAKING THE SOLICITATION (b). The solicitation for election of the HCP Nominees will be made by the HCP Funds. By virtue of Instruction 3 of Item 4 of Schedule 14A, the HCP Funds and the HCP Nominees will be considered participants in the solicitation. The HCP Nominees may make solicitations of proxies but will not receive compensation for acting as nominees as set forth herein. Proxies may be solicited by mail, facsimile, telephone, telegraph, electronic mail, in person and by advertisements. Solicitations may also be made by certain directors, officers, members and employees of the HCP Funds, none of whom will receive additional compensation for such solicitation. None of the HCP Nominees have individually retained any person to provide proxy solicitation or advisory services in connection with the solicitation. The HCP Funds expect to retain a proxy solicitation firm in connection with the solicitation, but have not yet retained such firm. The HCP Funds will request banks, brokerage houses and other custodians, nominees and fiduciaries to forward all solicitation materials to the beneficial owners of the shares of Common Stock they hold of record. The HCP Funds will reimburse these record holders for their reasonable out-of-pocket expenses in so doing. The entire expense of soliciting proxies is being borne by the HCP Funds. The HCP Funds intend to seek reimbursement of the costs of this solicitation from the Company. The costs of this solicitation of proxies, and other costs specifically related to this solicitation, are currently estimated to be approximately $2,500,000. The HCP Funds estimate that through the date hereof, its total expenditures to date for, in furtherance of, or in connection with, this solicitation are approximately $85,000. Notice of Nomination of Candidates and Stockholder Proposals Page 5 ITEM 5. INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON (b)(1). Information as to any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the Annual Meeting with respect to the HCP Funds and each of the HCP Nominees is set forth herein. None of the HCP Nominees beneficially owns any securities of the Company or has any personal ownership interest, direct or indirect, in any securities of the Company. The direct and indirect security holdings of HCP Funds are as follows: The Master Fund is the direct record owner of 1,000 of the Shares and is the beneficial owner of an additional 2,499,000 of the Shares held in street name. The Special Fund is the direct record owner 1,000 of the Shares and is the beneficial owner of an additional 49,000 of the Shares held in street name. In addition, (i) Harbinger Capital Partners Offshore Manager, L.L.C. ("Harbinger Manager"), the investment manager of the Master Fund, and HMC Investors, L.L.C., the managing member of Harbinger Manager ("HMC Investors") may be deemed to beneficially own Shares held by the Master Fund, (ii) Harbinger Capital Partners Special Situations GP, LLC, the general partner of the Special Fund ("HCPSS"), and HMC - New York, Inc., the managing member of HCPSS ("HMCNY"), may be deemed to beneficially own Shares held by the Special Fund and (iii) Harbert Management Corporation ("HMC"), the managing member of HMC Investors and the parent of HMCNY, Philip A. Falcone, a stockholder of HMC and the portfolio manager of the Master Fund and the Special Fund, Raymond J. Harbert, a stockholder of HMC, and Michael D. Luce, a stockholder of HMC (each of the Master Fund, Harbinger Manager, HMC Investors, HMC, Special Fund, HCPSS, HMCNY, Philip A. Falcone, Raymond J. Harbert and Michael D. Luce are collectively referred to herein as the "Harbinger Persons") may be deemed to beneficially own Shares held by the Master Fund and the Special Fund. Each of Harbinger Manager, HMC Investors, HCPSS, HMCNY, HMC, Mr. Falcone, Mr. Harbert and Mr. Luce disclaim beneficial ownership of the Shares. The HCP Nominees may be deemed to have an interest in their nominations for election to the Board by virtue of compensation the HCP Nominees will receive from the Company as a director, if elected to the Board. (i) Set forth in Appendix I attached hereto, which is incorporated herein by reference, are the names and business addresses of each of the HCP Funds and the HCP Nominees. (ii) Set forth in Appendix I attached hereto, which is incorporated herein by reference, is (a) the principal occupation or employment of each HCP Fund and (b) the present principal occupation or employment for each of the HCP Nominees, and the name, principal business and address of any corporation or other organization in which such employment is carried on. Notice of Nomination of Candidates and Stockholder Proposals Page 6 (iii) During the past ten years, no HCP Fund and no HCP Nominee has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (iv), (v), (vi), (vii), (ix) AND (x) Except as set forth in this Item 5(b)(1) or in Appendix I hereto, which is incorporated herein by reference, no HCP Fund and no HCP Nominee, and none of their respective associates, owns beneficially, directly or indirectly, or of record but not beneficially, any securities of the Company, or any parent or subsidiary of the Company, nor has any HCP Fund or any HCP Nominee purchased or sold any securities of the Company within the last two years. Set forth in Appendix I hereto are transactions in the Company's securities effected by the HCP Funds within the past two years. No such transactions were effected by any of the HCP Nominees during such period. The HCP Funds used their own assets to purchase the Shares owned by them. Such Shares were originally purchased through and held in brokerage custodian accounts which, from time to time in the ordinary course, may utilize margin borrowing in connection with purchasing, borrowing or holding of securities, and such Shares may thereby have been, or in the future may become, subject to the terms and conditions of such margin debt and terms, together with all other securities held therein. As of the date hereof, no part of the purchase price or market value of any of the Shares is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such Shares. (viii) Except as set forth in Appendix I hereto, no HCP Fund and no HCP Nominee is, or has been within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profit, or the giving or withholding of proxies. (xi) Item 5(b)(xi) cross-references the information required by Item 404(a) of Regulation S-K of the Exchange Act with respect to each participant in the solicitation or any associates of such participant. ITEM 404(A) OF REGULATION S-K. No HCP Fund and no HCP Nominee or any of their respective related persons have had or will have a direct or indirect material interest in any transaction since the beginning of the Company's last fiscal year or any currently proposed transactions in which the Company was or is to be a participant and the amount involved exceeds $120,000. (xii)(A) AND (B). Under the Company's Directors' Compensation Plan, the Company's non-employee directors receive an annual base fee of $120,000 consisting of $60,000 in stock and $60,000 in cash. The non-employee directors can choose to receive all or any part of the $60,000 cash portion in whole Shares. The Company also pays non-employee directors $1,500 for attending a special Board meeting and $1,500 for attending a special committee meeting that is not held in connection with a regular or special Board Notice of Nomination of Candidates and Stockholder Proposals Page 7 meeting. The Chairs of the Company's Compensation Committee and of the Nominating and Governance Committee receive an additional annual fee of $6,000; the Audit Committee Chair receives an additional fee of $10,000 per year. No fees are paid for membership on the Executive Committee. Non-employee directors are reimbursed for actual expenses incurred for attending meetings. The current Chairman of the Board (who is an employee of the Company) is not paid any of these base fees or special fees and receives no extra pay for serving as a director. The Company pays the cash portion of the annual fee quarterly, prorating the quarterly payment if a director serves for part of a quarter. The Company pays the stock portion as restricted stock issued at the beginning of the director's term, with a pro rata portion of those shares vesting at the end of each calendar quarter. The non-employee directors receive the same cash dividends on the restricted stock as do the Company's other stockholders. If a director leaves the Board early, he or she forfeits any shares that are still restricted and have not yet vested. The non-employee directors can choose to defer payment of all or any portion of their fees into Ryerson stock equivalents with dividend equivalents or into a deferred cash account that earns interest at the prime rate in effect at JPMorgan Chase & Co. (or its successor). The Company's pays the deferred amounts in from one to ten installments after the director leaves the Board. The Company pays the premiums on a business accident insurance policy insuring each director for up to $500,000. It maintains directors' and officers' insurance coverage for the directors, executives and the Company. The Company also has entered into an indemnification agreement with each director to preserve the maximum protections provided by state corporation law and the Company's bylaws and to provide assurance to directors and officers regarding future rights to indemnification. The foregoing descriptions are based entirely on information contained in the Company's proxy statement on Schedule 14A issued in connection with the Company's 2006 Annual Meeting. The HCP Funds and the HCP Nominees disclaim any responsibility for the accuracy of the foregoing information extracted from such public filing. The HCP Funds expect that the HCP Nominees, if elected, will be indemnified for service as directors of the Company to the same extent indemnification is provided to the current directors of the Company and will be covered by the Company's officer and director liability insurance. The HCP Nominees will not receive any compensation from the HCP Funds to serve as a nominee for election or as a director, if elected, of the Company. The HCP Funds have agreed to indemnify the HCP Nominees against losses incurred in connection with their service as nominees for election as directors of the Company and in connection with the solicitation of proxies in respect thereof, to the extent that Notice of Nomination of Candidates and Stockholder Proposals Page 8 indemnification is not otherwise available, including from the Company. The HCP Funds have also agreed to reimburse the HCP Nominees for out-of-pocket expenses incurred in their capacity as nominees, including, without limitation, reimbursement for reasonable travel expenses. Each HCP Nominee has executed a written consent agreeing to be a nominee for election as a director of the Company and to serve as a director if so elected, which consents are attached hereto as Exhibit A. Other than as set forth herein, none of the HCP Funds or the HCP Nominees or any of their respective associates, has any arrangements or understandings with any person or persons with respect to any future employment by the Company or its affiliates or with respect to any future transactions to which the Company or any of its affiliates will or may be a party. (b)(2) The information required to be disclosed in this item with respect to the HCP Funds and the HCP Nominees is disclosed in response to Item 5(b)(1) above. ITEM 7. DIRECTORS AND EXECUTIVE OFFICERS (a) Item 7(a) cross-references the information required by instruction 4 to Item 103 of Regulation S-K of the Exchange Act with respect to nominees of the persons making the solicitation. Such information is set forth below: INSTRUCTION 4 OF ITEM 103 TO REGULATION S-K. There are no material proceedings in which the HCP Nominees or any of their associates is a party adverse to the Company or any of its subsidiaries, or material proceedings in which such nominee or any such associate has a material interest adverse to the Company or any of its subsidiaries. (b) Item 7(b) cross-references the information required by Item 401, Items 404(a) and (c), Item 405, and Items 407(d)(4) and (d)(5) of Regulation S-K of the Exchange Act with respect to nominees of the person making the solicitation. Such information is set forth below: ITEM 401 OF REGULATION S-K (a) AND (e). Each HCP Nominee has executed a consent to being named as a HCP Nominee and to serving as a director of the Company, if so elected. Copies of such consents are attached hereto as Exhibit A. The initial term of each HCP Nominee, if elected, would be for a period of one year in accordance with the By-laws. The following information is set forth in Appendix I attached hereto with respect to each HCP Nominee: name, age, any position and office with the Company held by each such nominee and the term thereof, business experience during the past five years (including principal occupation and employment during the past five years and the name and principal business of any corporation or other organization in which such occupation or employment was carried on) and any directorships held by such person in any company with a class Notice of Nomination of Candidates and Stockholder Proposals Page 9 of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940, as amended. Except as set forth in Appendix I, no occupation or employment is or was, during such period, carried on by any HCP Nominee with the Company or any corporation or organization which is or was a parent, subsidiary or other affiliate of the Company, and none of the HCP Nominees has ever served on the Board. The HCP Funds have agreed to indemnify the HCP Nominees, and to reimburse the HCP Nominees for certain expenses, as described above. Other than as disclosed in the response to Item 5(b) above, there are no arrangements or understandings between the HCP Nominees and any other party pursuant to which any such nominee was or is to be selected as a director or nominee. (b), (c), AND (g). These provisions of Item 401 of Regulation S-K are not applicable to the HCP Nominees. (d). There exist no family relationships between any HCP Nominee and any director or executive officer of the Company. (f). During the last five years, the HCP Nominees were not involved in any of the events described in Item 401(f) of Regulation S-K and that are material to an evaluation of the ability or integrity of any such nominee to become a director of the Company. ITEM 404(a) OF REGULATION S-K. The response to Item 5(b)(1)(xi) above is incorporated herein by reference. ITEM 404(b) OF REGULATION S-K. This provision is not applicable to the HCP Nominees. ITEM 405 OF REGULATION S-K. This provision is not applicable to the HCP Nominees because the HCP Nominees are not directors, officers or ten percent holders of the Company. ITEM 407(d)(4) AND (d)(5) OF REGULATION S-K. These provisions are not applicable to the HCP Nominees. (c) Item 7(c) cross-references the information required by Item 407(a) of Regulation S-K of the Exchange Act. The corporate governance guidelines of the Company, which are available on the Company's website at www.ryerson.com, provide that determinations of Notice of Nomination of Candidates and Stockholder Proposals Page 10 independence are the responsibility of the Board. However, based on the standards of independence set forth in such guidelines, the HCP Funds have no knowledge of any facts that would prevent the Board from determining that each of the HCP Nominees is independent. (d) Item 7(d) cross-references the information required by Item 407(b), (c)(1), (c)(2), (d)(1), (d)(2), (d)(3), (e)(1), (e)(2), (e)(3) and (f) of Regulation S-K of the Exchange Act . These provisions are not applicable to the HCP Nominees. (e) Item 7(e) applies only to registered investment companies and is not applicable to the HCP Nominees. ITEM 8. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS Item 8 cross-references the information required by Item 402 and paragraphs (e)(4) and (e)(5) of Item 407 of Regulation S-K of the Exchange Act with respect to each nominee of the person making the solicitation and associates of such nominee. Such information is set forth below: ITEM 402 OF REGULATION S-K (a)-(j). None of the HCP Nominees or any of their associates has received any cash compensation, cash bonuses, deferred compensation, compensation pursuant to plans, or other compensation, from, or in respect of, services rendered on behalf of the Company that is required to be disclosed under, or is subject to any arrangement described in, these paragraphs of Item 402 of Regulation S-K. (k). The response to Item 5(b)(1)(xii)(A) and (B) above is incorporated herein by reference. Other than as set forth herein, the HCP Funds are not aware of any other arrangements pursuant to which any director of the Company was to be compensated for services during the Company's last fiscal year. ITEM 407(e)(4) AND (e)(5) OF REGULATION S-K. There are no interlocking relationships that would have required disclosure under these paragraphs of Item 407 of Regulation S-K, had the HCP Nominees been directors of the Company. C. NOTICE OF INTENTION TO PRESENT STOCKHOLDER PROPOSALS The HCP Funds hereby notify the Company that they intend to bring the following business and proposals (the "Proposals") before the Annual Meeting for consideration and action by the Company's stockholders before any other business is conducted at the Annual Meeting: Notice of Nomination of Candidates and Stockholder Proposals Page 11 Proposal: "RESOLVED, that each provision or amendment of the By-laws of Ryerson Inc. (the "Company") adopted by the Board of Directors of the Company without the approval of the Company's stockholders subsequent to January 1, 2006 (purportedly the last date of reported changes) and prior to the approval of this resolution be, and they hereby are, repealed, effective as of the time this resolution is approved by the Company's stockholders." Proposal: "RESOLVED, that Section 2 of Article III of the By-laws of the Company be amended to provide that the Board of Directors of the Company shall consist of not fewer than six (6) Directors nor more than ten (10) Directors." The Proposals are being brought before the Annual Meeting pursuant to Section 109 of the Delaware General Corporation Law, which empowers stockholders to amend or repeal bylaws. The Proposals are intended to deter the current members of the Board from amending the Company's By-laws or changing the size of the Board in a manner that would create obstacles to the election of the HCP Nominees as a majority of the Board. The HCP Funds may be deemed to have an interest in the Proposals insofar as adoption of the Proposals may facilitate the election of the HCP Nominees. The record name and address of each of the HCP Funds in their respective capacity as a stockholder of the Company is set forth in Appendix I hereto. Other than as set forth in this Notice, there are no arrangements or understandings between any HCP Fund and any other person or persons in connection with the Proposals. * * * The information included herein represents the HCP Funds' best knowledge as of the date hereof. The HCP Funds reserve the right, in the event such information shall be or become inaccurate, to provide corrective information to the Company as soon as reasonably practicable, although the HCP Funds do not commit to update any information which may change from and after the date hereof. If this Notice shall be deemed for any reason by a court of competent jurisdiction to be ineffective with respect to the nomination of the HCP Nominees at the Annual Meeting, or if any individual nominee shall be unable to serve for any reason, this Notice shall continue to be effective with respect to any replacement nominees selected by the HCP Funds. The HCP Funds reserve the right to give further notice of additional nominations or business to be made or conducted at the Annual Meeting or any other meeting of the Company's stockholders. Please direct any questions regarding the information contained in this Notice to Robert B. Schumer, Esq. and Raphael M. Russo, Esq., Paul, Weiss, Rifkind, Notice of Nomination of Candidates and Stockholder Proposals Page 12 Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York 10019-6064, (212) 373-3000 (Phone), (212) 757-3990 (Facsimile). [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the parties hereto have caused this Notice to be duly executed on the date first above written. HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. By: Harbinger Capital Partners Offshore Manager, L.L.C. By: HMC Investors, L.L.C., Managing Member By: /s/ William R. Lucas, Jr. -------------------------------------- Name: William R. Lucas, Jr. Title: Vice President HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. By: Harbinger Capital Partners Special Situations GP, LLC By: HMC - New York, Inc., Managing Member By: /s/ William R. Lucas, Jr. -------------------------------------- Name: William R. Lucas, Jr. Title: Senior Vice President & General Counsel APPENDIX I: ADDITIONAL INFORMATION CERTAIN INFORMATION RELATING TO THE HCP FUNDS The Master Fund, a Cayman Islands corporation, is an investment fund with its principal business and record address at c/o International Fund Services (Ireland) Limited, Third Floor, Bishop's Square, Redmond's Hill, Dublin 2, Ireland. The Special Fund, a Delaware limited partnership, is an investment fund with its principal business address at 555 Madison Avenue, 16th Floor, New York, New York 10022. The address of the Special Fund in the records of the Company is One Riverchase Parkway South, Birmingham, Alabama 35244. I-1 CERTAIN INFORMATION RELATING TO THE HCP NOMINEES The following table sets forth the name, age, present principal occupation, business and residential address and business experience for the past five years and certain other information, with respect to the HCP Nominees. This information has been furnished to the HCP Funds by the HCP Nominees.
NAME, AGE AND BUSINESS AND RESIDENTIAL PRINCIPAL OCCUPATION OR EMPLOYMENT DURING ADDRESS THE LAST FIVE YEARS; PUBLIC COMPANY DIRECTORSHIPS - -------------------------------------- ----------------------------------------------- Keith E. Butler (Age 52) Mr. Butler is the sole owner of BCS Placements, LLC, an NASD registered broker dealer that Business Address: focuses on raising private equity from institutional investors. Mr. Butler joined 71 Murray Street, 8th Floor PaineWebber in 1997 which later merged with UBS New York, NY 10007 Warburg, a global securities and investment banking firm. He is currently a financial advisor Residential Address: and was an investment banker with UBS Warburg until the end of 2003. Mr. Butler's focus was on 71 Murray Street, 8th Floor the transportation sector (air, shipping and New York, NY 10007 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 at Alex.Brown, where he initiated the transportation debt practice. Mr. Butler is a member of the Board, Chairman of the Compensation Committee and a member of the Nominating and Governance Committee of Atlas Air Worldwide Holdings, Inc. Mr. Butler graduated from Harvard College and received a master's degree in business administration from Harvard Business School. Eugene I. Davis (Age 51) Mr. Davis is the Chairman and Chief Executive Officer of PIRINATE Consulting Group, LLC, a Business Address: privately held consulting firm specializing in turn-around management, merger and acquisition 5 Canoe Brook Drive consulting, proxy contests and strategic planning Livingston, NJ 07039 advisory services for domestic and international public and private business entities. Since Residential Address: forming PIRINATE in 1997, Mr. Davis has advised, managed, sold, liquidated and/or acted in an 5 Canoe Brook Drive executive capacity for a number of businesses, Livingston, NJ 07039 including companies operating in the metals, transportation and logistics sectors. Mr.
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NAME, AGE AND BUSINESS AND RESIDENTIAL PRINCIPAL OCCUPATION OR EMPLOYMENT DURING ADDRESS THE LAST FIVE YEARS; PUBLIC COMPANY DIRECTORSHIPS - -------------------------------------- ----------------------------------------------- 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. Golden Northwest Aluminum, Inc. filed for chapter 11 protection on November 10, 2004. 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 as a director for Knology Broadband, Inc., American Commercial Lines, Inc., Footstar Inc., Medicor Ltd., PRG Shultz International, Inc., Granite Broadcasting Corp. and Viskase Companies Inc. Mr. Davis is a former director of Metals USA, Inc. Mr. Davis is graduate of Columbia College and holds a Master of International Affairs from the School of International Affairs of Columbia University and a J.D. from Columbia Law School. Daniel W. Dienst (Age 41) Mr. Dienst has served as the Chairman of the Board of Metal Management, Inc., one of the Business Address: largest full service metals recyclers in the United States, since April 2003, as that c/o Metal Management Inc. company's Chief Executive Officer since January 325 N. LaSalle 2004, as that company's President since September Chicago, IL 60610 2004 and as a member of that company's board since 2001. From May 2000 to January 2004, Mr. Residential Address: Dienst served as Managing Director of the Corporate and Leveraged Finance Group of CIBC c/o Metal Management Inc. World Markets Corp., a diversified global 325 N. LaSalle financial services firm. From January 1999 Chicago, IL 60610 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
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NAME, AGE AND BUSINESS AND RESIDENTIAL PRINCIPAL OCCUPATION OR EMPLOYMENT DURING ADDRESS THE LAST FIVE YEARS; PUBLIC COMPANY DIRECTORSHIPS - -------------------------------------- ----------------------------------------------- recently as its Vice President, Corporate Finance/Restructurings. Mr. Dienst previously served as the non-executive Chairman of the Board of Metals USA, Inc. Mr. Dienst is a graduate of Washington University and received a J.D. from The Brooklyn Law School. Richard Kochersperger (Age 57) Mr. Kochersperger 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 Business Address: Saint Joseph's University, and currently is an Associate Professor at Saint Joseph's University St. Joseph's University in the Food Marketing Department. 5600 City Avenue Philadelphia, PA 19131 Mr. Kockersperger has designed and implemented Executive Education programs for several leading Residential Address: companies including Albertsons/ACME, Tengelmann, A&P, Ferrero, Fleming, McCormick and the USDA 4 Oak Knoll Drive Cochran Fellowship. He is the author of several Wallingford, PA 19086 books on Food Logistics and he produces the Annual Food Industry Logistics Benchmark for Food Distributors International. Mr. Kockersperger holds a Master of Science, Food Business Management from Cornell University and a Bachelor of Science, Food Business from the University of Delaware. Larry J. Liebovich (Age 57) Currently retired after 33 years of service, Mr. Liebovich is the former President of Liebovich Business Address: Steel & Aluminum Company. W3684 Maple Lane Mr. Liebovich served 20 years on the Board of the Lake Geneva, WI 53147 Metal Service Center Institute and was the Founding Chairman of the North American Steel Residential Address: Alliance. W3684 Maple Lane Mr. Liebovich earned his B.S. in Industrial Lake Geneva, WI 53147 Technology from Northern Illinois University. Gerald Morris (Age: 74) Mr. Morris has served as President and Chief Executive Officer of Intalite International N.V., Business Address: a diversified holding company with investments primarily in the metals fabrication industry, for Intalite International N.V. over 30 years. 437 Madison Avenue, 39th Floor New York, NY 10022 Mr. Morris is also a director of Metal Management, Inc and of Neenah Foundry
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NAME, AGE AND BUSINESS AND RESIDENTIAL PRINCIPAL OCCUPATION OR EMPLOYMENT DURING ADDRESS THE LAST FIVE YEARS; PUBLIC COMPANY DIRECTORSHIPS - -------------------------------------- ----------------------------------------------- Company Inc. Mr. Morris is a former director of Metals USA, Inc. Residential Address: Mr. Morris earned his B.A. from the University of Connecticut. Mr. Morris is a certified public 435 East 52nd Street, Apt 14B accountant. New York, NY 10022 Allen Ritchie (Age: 49) Currently a private investor, Mr. Ritchie was Executive Vice President and Chief Financial Business Address: Officer of Protective Life Corporation from August 2001 until November 2006. Before joining 3236 Rockledge Road Protective Life Corporation, Mr. Ritchie held a Birmingham, AL 35213 number of senior management roles with AGCO Corporation from 1991 to 1997 and with Medaphis Residential Address: Corporation (now Per Se Technologies, Inc.) from 1998-2000. 3236 Rockledge Road Mr. Ritchie earned his B.S. in Accounting from Birmingham, AL 35213 the University of Alabama.
I-5 TRANSACTIONS IN THE SECURITIES OF THE COMPANY --------------------------------------------- On December 27, 2006, the Special Fund caused 1,000 of the Shares beneficially owned by the Special Fund to be registered in the name of the Special Fund and December 29, 2006 the Master Fund caused 1,000 of the Shares beneficially owned by the Master Fund to be registered in the name of the Master Fund. The remainder of the Shares owned by the HCP Funds are held in street name. Other than as set forth herein or in the Notice, none of the HCP Funds, any Harbinger Person or any HCP Nominee is the record or beneficial owner of any securities of the Company, or any parent or subsidiary of the Company. The Master Fund and the Special Fund have entered into total return swaps (cash settlement) relating to a total notional amount of 600,000 shares of the Company's common stock. These swap agreements have the effect of increasing the Harbinger Persons' economic exposure to the Company's common stock without conferring voting or dispositive power over the notional number of shares referred to in the agreement. Other than as set forth below, none of the HCP Funds or any HCP Nominee has effected any transactions in any securities of the Company in the last two years. TRANSACTIONS BY MASTER FUND --------------------------- - -------------------------------------------------------------------------------- Date of Transaction Number of Shares Purchased/(Sold) Price Per Share - -------------------------------------------------------------------------------- 9/12/06 29,400 20.13 - -------------------------------------------------------------------------------- 9/12/06 136,000 20.071 - -------------------------------------------------------------------------------- 9/13/06 206,300 20.89 - -------------------------------------------------------------------------------- 9/14/06 50,000 21.18 - -------------------------------------------------------------------------------- 9/14/06 165,200 21.25 - -------------------------------------------------------------------------------- 9/15/06 133,900 21.67 - -------------------------------------------------------------------------------- 9/15/06 139,317 21.63 - -------------------------------------------------------------------------------- 9/18/06 57,700 21.72 - -------------------------------------------------------------------------------- 9/19/06 150,000 21.56 - -------------------------------------------------------------------------------- 9/19/06 175,000 21.54 - -------------------------------------------------------------------------------- 9/20/06 57,183 21.84 - -------------------------------------------------------------------------------- I-6 11/06/06 (35,700) 25.10 - -------------------------------------------------------------------------------- 11/17/06 100,000 21.25 - -------------------------------------------------------------------------------- 11/20/06 135,700 21.46 - -------------------------------------------------------------------------------- 11/21/06 110,000 21.84 - -------------------------------------------------------------------------------- 11/22/06 85,000 21.94 - -------------------------------------------------------------------------------- 11/24/06 70,000 21.83 - -------------------------------------------------------------------------------- 11/27/06 125,000 21.39 - -------------------------------------------------------------------------------- 11/28/06 102,600 21.33 - -------------------------------------------------------------------------------- 11/29/06 75,000 22.01 - -------------------------------------------------------------------------------- 11/30/06 111,916 22.22 - -------------------------------------------------------------------------------- 12/01/06 150,000 22.22 - -------------------------------------------------------------------------------- 12/04/06 145,448 23.19 - -------------------------------------------------------------------------------- 12/04/06 25,036 22.97 - -------------------------------------------------------------------------------- TRANSACTIONS BY SPECIAL FUND ---------------------------- - -------------------------------------------------------------------------------- Date of Transaction Number of Shares Purchased/(Sold) Price Per Share - -------------------------------------------------------------------------------- 12/07/06 45,055 23.53 - -------------------------------------------------------------------------------- 12/08/06 4,945 23.49 - -------------------------------------------------------------------------------- I-7 Exhibit A Consents to Being Named as Nominees and to Serve as Directors of Ryerson Inc. ------------------------------------- [Attached] Consent to Being Named as a Nominee and to Serve as Director of Ryerson Inc. ------------------------------------ To: Secretary of Ryerson Inc. The undersigned hereby consents (x) to being named as a nominee for election to the Board of Directors of Ryerson Inc., a Delaware corporation (the "Company"), (y) to be named in the proxy soliciting materials as such and (z) if duly elected by the stockholders of the Company, to serve as a director of the Company. Dated: December 29, 2006. /s/ Keith E. Butler ---------------------------------- Name: Keith E. Butler Consent to Being Named as a Nominee and to Serve as Director of Ryerson Inc. ------------------------------------ To: Secretary of Ryerson Inc. The undersigned hereby consents (x) to being named as a nominee for election to the Board of Directors of Ryerson Inc., a Delaware corporation (the "Company"), (y) to be named in the proxy soliciting materials as such and (z) if duly elected by the stockholders of the Company, to serve as a director of the Company. Dated: December 29, 2006. /s/ Eugene I. Davis ---------------------------------- Name: Eugene I. Davis Consent to Being Named as a Nominee and to Serve as Director of Ryerson Inc. ------------------------------------ To: Secretary of Ryerson Inc. The undersigned hereby consents (x) to being named as a nominee for election to the Board of Directors of Ryerson Inc., a Delaware corporation (the "Company"), (y) to be named in the proxy soliciting materials as such and (z) if duly elected by the stockholders of the Company, to serve as a director of the Company. Dated: December 28, 2006. /s/ Daniel W. Dienst ---------------------------------- Name: Daniel W. Dienst Consent to Being Named as a Nominee and to Serve as Director of Ryerson Inc. ------------------------------------ To: Secretary of Ryerson Inc. The undersigned hereby consents (x) to being named as a nominee for election to the Board of Directors of Ryerson Inc., a Delaware corporation (the "Company"), (y) to be named in the proxy soliciting materials as such and (z) if duly elected by the stockholders of the Company, to serve as a director of the Company. Dated: December 29, 2006. /s/ Richard Kochersperger ---------------------------------- Name: Richard Kochersperger Consent to Being Named as a Nominee and to Serve as Director of Ryerson Inc. ------------------------------------ To: Secretary of Ryerson Inc. The undersigned hereby consents (x) to being named as a nominee for election to the Board of Directors of Ryerson Inc., a Delaware corporation (the "Company"), (y) to be named in the proxy soliciting materials as such and (z) if duly elected by the stockholders of the Company, to serve as a director of the Company. Dated: December 29, 2006. /s/ Larry J. Liebovich ---------------------------------- Name: Larry J. Liebovich Consent to Being Named as a Nominee and to Serve as Director of Ryerson Inc. To: Secretary of Ryerson Inc. The undersigned hereby consents (x) to being named as a nominee for election to the Board of Directors of Ryerson Inc., a Delaware corporation (the "Company"), (y) to be named in the proxy soliciting materials as such and (z) if duly elected by the stockholders of the Company, to serve as a director of the Company. Dated: December 29, 2006. /s/ Gerald Morris ---------------------------------- Name: Gerald Morris Consent to Being Named as a Nominee and to Serve as Director of Ryerson Inc. ------------------------------------ To: Secretary of Ryerson Inc. The undersigned hereby consents (x) to being named as a nominee for election to the Board of Directors of Ryerson Inc., a Delaware corporation (the "Company"), (y) to be named in the proxy soliciting materials as such and (z) if duly elected by the stockholders of the Company, to serve as a director of the Company. Dated: December 29, 2006. /s/ Allen Ritchie ---------------------------------- Name: Allen Ritchie EX-99 3 ex-dsc13da1_ryerson.txt EXHIBIT D Exhibit D to Schedule 13D FOR IMMEDIATE RELEASE HARBINGER CAPITAL PARTNERS DISCLOSES NOMINATION OF SEVEN DIRECTOR CANDIDATES FOR RYERSON INC.'S BOARD CHALLENGES CURRENT BOARD'S TRACK RECORD IN MANAGEMENT OVERSIGHT AND SHAREHOLDER VALUE CREATION; PROPOSES SLATE OF INDEPENDENT NOMINEES WITH INDUSTRY AND DISTRIBUTION EXPERIENCE TO STRENGTHEN BOARD AND GUIDE MANAGEMENT -------------------------------------------------------------- NEW YORK, JANUARY 2, 2007 - Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund, L.P. (together, "Harbinger") today announced it is seeking the election of seven independent directors to replace the majority of the existing Board of Directors of Ryerson Inc. (NYSE: RYI) at the Company's 2007 Annual Meeting of shareholders. Harbinger, which owns a 9.7 percent stake in Ryerson, detailed its intention in a written notice to Ryerson's Board of Directors, which will be made publicly available in a Schedule 13-D amendment to be filed with the SEC. Harbinger said it has become increasingly concerned that Ryerson's Board of Directors and senior management have demonstrated a lack of focus on profitability and management of inventory, and that it believes the Company's current Board has not fulfilled its responsibility to enhance value for shareholders. In particular, Harbinger believes that the current Board and senior management team have failed to adequately execute on the Company's strategy and that Ryerson's current Board lacks the necessary experience in the metals service center industry and has provided insufficient oversight of the Company's management team. Harbinger notes, based on publicly available information, that Ryerson has consistently underperformed its industry peers by a variety of key performance metrics, including gross, operating and net margins, and that peer companies have consistently turned inventory more rapidly than Ryerson. Larry Clark, Managing Director of Harbinger Capital Partners, said: "This Company has consistently underperformed and there is a need for a significant change at the Board level. Our seven nominees are experienced and independent and, once elected, will work to deliver value to all shareholders. Ryerson's long-term strategy to simultaneously improve cost structure and productivity and expand its customer base while remaining a leader in a consolidating industry is the right one. However, we believe the Company's performance over time demonstrates that the current management team has failed to execute on this strategy and requires better counsel - and we are taking this important step to provide it." Specifically, since 1996, Ryerson's operating margins, defined as earnings before interest, taxes, depreciation and amortization (EBITDA) divided by sales, have averaged 3.4 percent, less than half of the metals service center and processor composite average of 8.0 percent.(1) Harbinger believes that poor inventory management has resulted in inventory turns of 3.8x up to the third quarter of 2006 and has historically averaged 3.9x over ten years, while the metals service center and processor composite has averaged closer to 5.1x during the same period.(2) In addition, over the past ten years, Ryerson has delivered an average return on invested capital ("ROIC") of approximately 4.5 percent while the metals service center and processor index has achieved an average ROIC of ten percent.(3) 1 Harbinger believes that these results reflect a failure by management to execute the Company's business strategy and that, as a result, Ryerson's share price has dramatically underperformed its peers. On a total return basis (which assumes dividend reinvestment) Ryerson has returned only 44 percent since 1996, compared to 94 percent and 165 percent for the S&P 500 and the metals service center and processor composite index, respectively. Over the same ten years, Ryerson's closest peer, Reliance Steel & Aluminum Co., has grown its equity market capitalization over 700 percent.(4) Each of these share price and market capitalization numbers is as of December 12, 2006, the last trading date prior to the date that Harbinger filed its Schedule 13D describing its share ownership in Ryerson and its intentions for the company. Harbinger believes that Ryerson's current Board lacks the specific qualifications necessary for leveraging the value drivers within the metals service center industry that would create acceptable shareholder returns. Harbinger has assembled a slate of nominees, none of whom come from Harbinger, that possesses broad industry and distribution experience and that Harbinger believes can effectively 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's seven independent director nominees together form an experienced and entrepreneurial team that intends to focus on guiding senior management toward delivering cost and operating efficiency and profitability at Ryerson. They are: Keith E. Butler Mr. Butler is the sole owner of BCS Placements, LLC. Mr. Butler joined PaineWebber in 1997, which later merged with UBS Warburg, a global securities and investment banking firm. He is currently a financial advisor and was an investment banker with UBS Warburg until the end of 2003. Mr. Butler's focus was on the transportation sector, 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 at Alex Brown, where he initiated the transportation debt practice. Mr. Butler is a member of the Board, Chairman of the Compensation Committee and a member of the Nominating and Governance Committee of Atlas Air Worldwide Holdings, Inc. Eugene I. Davis Mr. Davis 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. 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 2 transactions and restructuring advisory. Mr. Davis currently serves as Chairman of the Board of Directors for Atlas Air Worldwide Holdings, Inc. and as a director for Knology Broadband, Inc., American Commercial Lines, Inc., Footstar Inc., Granite Broadcasting Corp., Medicor Ltd., PRG Shultz International, Inc. and Viskase Companies Inc. Mr. Davis is a former director of Metals USA, Inc. Daniel W. Dienst Mr. Dienst 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, President since September 2004 and as a member of the 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 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 currently is an 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 is the former President of Liebovich Steel & Aluminum Company. Mr. Liebovich served 20 years on the Board of the Metal Service Center Institute and was the Founding Chairman of the North American Steel Alliance. Gerald Morris Mr. Morris 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 of Neenah Foundry Company Inc. Mr. Morris is a former director of Metals USA, Inc. Allen Ritchie Currently a private investor, Mr. Ritchie served as Executive Vice President and Chief Financial Officer of Protective Life Corporation from August 2001 until November 2006. Before joining Protective Life Corporation, Mr. Ritchie held a number of senior management roles with 3 AGCO Corporation from 1991 to 1997 and with Medaphis Corporation (now Per Se Technologies, Inc.) from 1998-2000. Harbinger also notified the Company that it is filing stockholder proposals intended to deter the current Board members from creating obstacles to the election of the Harbinger nominees as a majority of the Board. 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: Citigate Sard Verbinnen - Brandy Bergman or Dan Gagnier - 212-687-8080 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. (1) The metals service center and processor index is a composite of companies selected by Harbinger that, in Harbinger's judgment, are comparable to Ryerson. It includes A.M. Castle & Co., Earle M. Jorgensen Company, Gibraltar Industries, Inc., Metals USA Inc., Novamerican Steel Inc., Olympic Steel Inc., Reliance Steel & Aluminum Co., Russel Metals Inc., Shiloh Industries Inc., Steel Technologies Inc., Worthington Industries Inc., Samuel Manu-Tech Inc. Metals USA Inc. and Earle M. Jorgensen Company were included in index until the dates they were acquired, 11/30/05 and 4/3/06, respectively. (2) Source: FactSet Research Systems Inc. and SEC filings. Inventory at companies reporting on a LIFO basis are adjusted to replacement cost according to the inventory valuation reported in their SEC filings. (3) Source: FactSet Research Systems Inc. (4) Source: FactSet Research Systems Inc. # # # 4 EX-99 4 ex-esc13da1_ryerson.txt EXHIBIT E Exhibit E To Schedule 13D JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Amendment No. 1 to Schedule 13D to which this Agreement is attached as an Exhibit, and any subsequent amendments to such Schedule 13D, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be executed in one or more counterparts. Dated: January 3, 2007 HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. By: Harbinger Capital Partners Offshore Manager, L.L.C. By: HMC Investors, L.L.C., Managing Member By: /s/ Joel B. Piassick ------------------------------------- Name: Joel B. Piassick Title: Executive Vice President HARBINGER CAPITAL PARTNERS OFFSHORE MANAGER, L.L.C. By: HMC Investors, L.L.C., Managing Member By: /s/ Joel B. Piassick ------------------------------------- Name: Joel B. Piassick Title: Executive Vice President HMC INVESTORS, L.L.C. By: /s/ Joel B. Piassick ------------------------------------- Name: Joel B. Piassick Title: Executive Vice President HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. By: Harbinger Capital Partners Special Situations GP, LLC By: HMC - New York, Inc., Managing Member By: /s/ William R. Lucas, Jr. ------------------------------------- Name: William R. Lucas, Jr. Title: Senior Vice President & General Counsel HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC. By: HMC - New York, Inc., Managing Member By: /s/ William R. Lucas, Jr. ------------------------------------- Name: William R. Lucas, Jr. Title: Senior Vice President & General Counsel HMC - NEW YORK, INC. By: /s/ William R. Lucas, Jr. ------------------------------------- Name: William R. Lucas, Jr. Title: Senior Vice President & General Counsel HARBERT MANAGEMENT CORPORATION By: /s/ William R. Lucas, Jr. ------------------------------------- Name: William R. Lucas, Jr. Title: Executive Vice President /s/ Philip Falcone ------------------------------------------ Name: Philip Falcone /s/ Raymond J. Harbert ------------------------------------------ Name: Raymond J. Harbert /s/ Michael D. Luce ------------------------------------------ Name: Michael D. Luce -----END PRIVACY-ENHANCED MESSAGE-----