Harbinger Capital Partners Seeks to Replace Ryerson Directors
01/03/2006 -
Harbinger Capital Partners Seeks
to Replace Ryerson Directors
Jan. 3, 2006 — Harbinger Capital Partners Master Fund I, Ltd., together with Harbinger Capital Partners Special Situations Fund, LP, announced it is seeking the election of seven independent directors to the Ryerson Inc. Board of Directors at the company’s 2007 Annual Meeting of shareholders. The seven new directors would replace the majority of Ryerson’s existing Board of Directors.
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Harbinger, which owns a 9.7% stake in Ryerson, detailed its intention in a written notice to Ryerson’s Board of Directors. The company 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 the current Board lacks the necessary industry experience 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.
“This company has consistently underperformed and there is a need for a significant change at the Board level,” said Larry Clark, Managing Director of Harbinger Capital Partners. “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.”
Harbinger says that, since 1996, Ryerson’s operating margins (defined as earnings before interest, taxes, depreciation and amortization, or EBITDA) divided by sales, have averaged 3.4%—less than half of the metals service center and processor composite average of 8.0%. [To create the metals service center and processor index, Harbinger first selected companies it judged to be comparable to Ryerson. The index is based on a composite of A.M. Castle & Co., Earle M. Jorgensen Co., 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 Co. were included in index until the dates they were acquired, 11/30/05 and 4/3/06, respectively.)]
Harbinger says it also believes that Ryerson’s poor inventory management has resulted comparatively low inventory turns, and a lower-than-average return on invested capital (ROIC), as compared to the metal service center and processor composite. Harbinger says that Ryerson’s share price has also underperformed its peers. The comparisons were made 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 with broad industry and distribution experience that Harbinger believes can effectively focus Ryerson’s management team; full details are included below.
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.
Harbinger’s seven independent director nominees together form an experienced and entrepreneurial team that Harbinger says could guide senior management toward delivering cost, operating efficiency and profitability at Ryerson. They are:
Keith E. Butler, 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, Chairman and CEO 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. 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. He began his career as an attorney and international negotiator with Exxon Corp. and Standard Oil Co. (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., Granite Broadcasting Corp., Medicor Ltd., PRG Shultz International, Inc. and Viskase Companies Inc. He is a former director of Metals USA, Inc.
Daniel W. 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. He served as that company’s CEO 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. From January 1999 through April 2000, he 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 & Co., 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 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. He 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
Currently retired after 33 years of service, Larry J. Liebovich is the former President of Liebovich Steel & Aluminum Co. 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 has served as President and CEO of Intalite International NV, a diversified holding company with investments primarily in the metals fabrication industry, for over 30 years. He is also a director of Metal Management, Inc and of Neenah Foundry Co. Inc. Mr. Morris is a former director of Metals USA, Inc.
Currently a private investor, Allen Ritchie served as Executive Vice President and Chief Financial Officer of Protective Life Corp. from August 2001 until November 2006. Before joining Protective Life Corp., he held a number of senior management roles with AGCO Corporation from 1991 to 1997 and with Medaphis Corp. (now Per Se Technologies, Inc.) from 1998-2000.
Located in New York City, the Harbinger Capital Partners investment team 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, LP is focused on distressed debt securities, special situation equities and private loans/notes in a predominantly long-only strategy.
Harbinger’s written notice to will be made publicly available in a Schedule 13-D amendment to be filed with the SEC.