DFAN14A

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF

THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO.     )

Filed by the Registrant ¨                            Filed by a Party other than the Registrant x

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

x Definitive Additional Materials

¨ Soliciting material Pursuant to Rule 14a-11(c) or Rule 14a-12

RYERSON INC.

(Name of Registrant as Specified In Its Charter)

HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.

AND

HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (Check the appropriate box):

x No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

¨ Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

The presentation entitled “Ryerson Inc. – A Need For Change,” attached hereto as Exhibit 1, is filed herewith as additional solicitation materials by Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund, L.P.

EX-1

August 2007

Ryerson Inc. –

A Need For Change

Exhibit 1

2

Forward Looking Statements

This presentation contains forward-looking statements.  These statements may be identified by

the

use

of

forward-looking

terminology

such

as

the

words

“expects,”

“intends,”

“believes,”

“anticipates”

and

other

terms

with

similar

meaning

indicating

possible

future

events

or

actions

or

potential

impact

on

the

business

or

shareholders

of

Ryerson

Inc.

These

forward-looking

statements are based on current expectations and assumptions that are subject to risks and

uncertainties that could cause actual results to differ materially.  These risks and uncertainties

include, among others, the ability to successfully solicit sufficient proxies to elect the Harbinger

nominees

to

the

Ryerson

Inc.

board

of

directors,

the

ability

of

the

Harbinger

nominees to

influence the management of Ryerson Inc. and to improve the operating performance of Ryerson

Inc., and risk factors associated with the business of Ryerson Inc., as described in the Ryerson

Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2006, and in other

periodic reports of Ryerson Inc., which are available at no charge at the website of the Securities

and

Exchange

Commission

at

http://www.sec.gov.

Accordingly,

you

should

not

rely upon

forward-looking statements as a prediction of actual results.

3

The Ryerson Board Needs To Change Now

As Ryerson’s largest stockholder, Harbinger Capital Partners is concerned that the Platinum

Equity transaction may not represent the best course for maximizing stockholder value.

The transaction resulted from a search for strategic alternatives triggered not by market

conditions

or

operational

challenges,

but

by

the

current

Board

of

Directors’

response

to the

Harbinger proxy fight.

We believe the current Board of Directors and senior management are no better equipped to

conduct an effective review of strategic alternatives and maximize stockholder value than they

have been to drive operational performance and profitability.

Under the stewardship of the current Board, Ryerson has consistently failed to perform --

lagging on both measures of profitability and inventory management.

This historical underperformance has resulted in a share price that does not truly reflect

Ryerson’s intrinsic value.

Ryerson stockholders deserve independent and objective analysis of the Platinum Equity offer by

Directors that can apply their expert knowledge to better realize the Company's current and future

value for all stockholders.

If the Platinum Equity offer is determined to be undervalued, stockholders would benefit from

a strategic review process that is singularly focused on maximizing stockholder value.

The Harbinger nominees have the expertise and experience necessary both to guide an effective

review of strategic alternatives and to guide Ryerson toward improved operations and profitability.

Voting for Harbinger’s Slate Ensures That Stockholders Have the

Opportunity to Realize Full and Fair Value for Their Investment

4

Share Price Underperformance

Page 5

Low Historical EBITDA Margins

Page 7

Poor Inventory Management

Page 8

History of Earnings Disappointment

Page 9

Current Board’s Enrichment of Management

Page 10

Ryerson’s Current Board Has Consistently Ignored Stockholders

Page 11

Platinum Equity’s Offer

Page 12

Ryerson Inc. –

A History of Underperformance

5

Share Price Underperformance

Total Returns Analysis –

Ryerson vs. Service Center Composite (3/17/1998 –

12/12/2006)

Source: FactSet

Note:    Total

returns

includes

change

in

stock

price

and

assume

dividend

reinvestment.

Steel Service

Center

Composite

Index

is

weighted

by

market

capitalization

and

includes

AM

Castle,

EMJ

(until

3/06),

Metals

USA

(until

11/05),

Novamerican,

Olympic

Steel,

Reliance

Steel,

Russel

Metals.

(1)

Index

reflects

stock

price

as

of

March

17,

1998,

the

date

Ispat

International

announced

the

acquisition

of

Inland

Steel,

the

steel

manufacturing

operations

of

Ryerson

Tull.

Post

sale,

Ryerson

began

operating

as

it

does

today,

as

a

pure

play

steel

service

center.

(2)

One day prior to Harbinger’s 13-D filing.

In

spite

of

an

industry-leading

position

and

the

tailwind

of

global

consolidation

in

the

steel

industry,

Ryerson has

significantly underperformed market indices and its peer group in profitability and efficiency.

For

the

period

between

March

17,

1998

(1)

and

December

12,

2006

(2)

and

for

the

one

year

period

prior

to

December

12, 2006, total returns for Ryerson decreased by 3%, while the service center composite increased by 233% and

19%, respectively.

1-Year Total Returns Analysis –

Ryerson vs. Service Center Composite

Mar-98

Mar-99

Feb-00

Feb-01

Feb-02

Jan-03

Jan-04

Dec-04

Dec-05

Dec-06

0

100

200

300

400

500

Ryerson: -3.2%

Steel Service Center Composite: 232.3%

S&P 500: 30.7%

Dec-05

Jan-06

Mar-06

Apr-06

May-06

Jun-06

Aug-06

Sep-06

Nov-06

Dec-06

70

80

90

100

110

120

130

140

150

Ryerson: -3.3%

Steel Service Center Composite: 19.1%

S&P 500: 12.0%

6

Ryerson vs. Reliance

Ryerson’s closest peer, Reliance Steel and Aluminum, has returned 259% to its stockholders, while Ryerson

stockholders

have

lost

3%

between

the

period

of

March

17,

1998

(1)

and

December

12,

2006

(2)

.

Total

Returns

Analysis

–

Ryerson

vs.

Reliance

(3/17/1998

–

12/12/2006)

1-Year

Total

Returns

Analysis

–

Ryerson

vs.

Reliance

Source: FactSet

Note:

Total

returns

includes

change

in

stock

price

and

assume

dividend

reinvestment.

(1)

Index reflects

stock

price

as

of

March

17,

1998,

the

date

Ispat

International

announced

the

acquisition

of

Inland

Steel,

the

steel

manufacturing

operations

of

Ryerson

Tull.

Post

sale,

Ryerson began operating as it does today,

as

a

pure

play

steel

service

center.

(2)

One day prior to Harbinger’s 13-D filing.

Mar-98

Mar-99

Feb-00

Feb-01

Feb-02

Jan-03

Jan-04

Dec-04

Dec-05

Dec-06

0

100

200

300

400

500

Ryerson: -3.2%

Reliance: 259.3%

S&P 500: 30.7%

Dec-05

Jan-06

Mar-06

Apr-06

May-06

Jun-06

Aug-06

Sep-06

Nov-06

Dec-06

60

80

100

120

140

160

Ryerson: -3.3%

Reliance: 18.7%

S&P 500: 12.0%

7

Low Historical EBITDA Margins

Since 1998, Ryerson’s EBITDA margins, defined as earnings before interest, taxes, depreciation and amortization

(EBITDA) divided by sales, have averaged 2.7%, less than half of

the service center composite average of 6.8%.

In Q1 2007, Ryerson’s EBITDA margin of 4.9% was less than half that of Reliance, which came in with a first

quarter EBITDA margin of 11.8%.  Q2 2007 followed a similar theme, as Ryerson’s EBITDA margin remained

constant at 4.9% while Reliance increased to 12.4%.

EBITDA

Margins

–

Ryerson

vs.

Industry

Source: Company filings

Note:    Steel

Service

Center

Composite

Index

includes

AM

Castle,

EMJ

(until

3/06),

Metals

USA

(until

11/05),

Novamerican,Olympic

Steel,

Reliance

Steel,

Russel

Metals.

Companies

reporting

inventory

under

the

last-in,

first-out

(LIFO)method

are

AM

Castle,

EMJ,

Reliance

and

Ryerson.

Companies

reporting

inventory

under

the

first-in,

first-out

(FIFO)

method

are

Metals

USA,

Novamerican,

Olympic

Steel

and

Russel

Metals.

-2.0%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

1998

1999

2000

2001

2002

2003

2004

2005

2006

Ryerson

Service Center Composite

Reliance

Ryerson Average: 2.7%

Service Center Composite Average: 6.8%

Reliance Average: 9.0%

Ryerson

Reliance

Service Center Composite

8

Poor Inventory Management

Harbinger believes that Ryerson’s poor inventory management has resulted in low inventory turns that have

historically averaged 3.9x over the last nine years while its closest peer, Reliance, has averaged closer to 4.6x

during the same period.

Even in Q1 2007 --

a quarter with improved earnings --Ryerson only managed inventory turns of 3.7x in the first

quarter, compared to Reliance, which had first quarter inventory

turns of 4.5x.

Q2 2007 proved to be a similarly improved quarter, however Ryerson’s inventory turns were 4.0x for the quarter

while Reliance managed 4.2x.

Inventory Turns Analysis

Source: Company filings

Note:     Ryerson and Reliance report inventory on a LIFO basis.

Adjustments have been made based on their company filings to approximate inventory value on a FIFO basis.

3.0x

3.5x

4.0x

4.5x

5.0x

5.5x

6.0x

1998

1999

2000

2001

2002

2003

2004

2005

2006

Ryerson

Reliance

Ryerson Average: 3.9x

Reliance Average: 4.6x

9

History of Earnings Disappointment

Over the past 37 quarters, Reliance has missed analyst projections only 6 times while Ryerson has failed to meet

expectations 19 times.

Ryerson EPS vs. Wall Street Projections

Reliance EPS vs. Wall Street Projections

Source: FactSet

Who do you trust as stewards of your capital?

($1.50)

($1.00)

($0.50)

$0.00

$0.50

$1.00

$1.50

1998

1999

2000

2001

2002

2003

2004

2005

2006

Met or Beat

Missed

Wall Street Estimate

$0.00

$0.30

$0.60

$0.90

$1.20

$1.50

$1.80

1998

1999

2000

2001

2002

2003

2004

2005

2006

Met or Beat

Missed

Wall Street Estimate

11

Ryerson’s Current Board Has Consistently Ignored

Stockholders

We believe the current Board and senior management have ignored stockholders,

delayed due process and entrenched themselves.

Rather

than

engage

in

a

constructive

dialogue,

the

current

Board

responded

to

the

Harbinger

proposals by postponing the 2007 Annual Meeting indefinitely and

launching a five-month search of strategic alternatives that we believe was focused

more on preserving current management than on maximizing value for stockholders.

We believe the current Board and senior management lack the necessary industry

experience and the specific qualifications necessary to understand the value drivers

within the metals service center business.

The incumbents are NOT the right stewards for Ryerson

12

Platinum Equity’s Offer May Not Represent the Best

Course for Maximizing Stockholder Value

The Platinum Equity transaction resulted from a search for strategic alternatives that

was

triggered

by

the

current

Board

of

Directors’

response

to

the

Harbinger

proxy

fight

--

not by market conditions or operational challenges.

We believe Ryerson’s current Board and senior management are no better equipped

to conduct an effective review of strategic alternatives and maximize stockholder

value than they have been to drive operational performance and profitability.

The proposed merger price represents a 1.3% discount to the closing price of

Ryerson

common

stock

on

the

day

prior

to

the

announcement

of

the

Platinum

Equity

transaction and a 21.6% discount from the 52 week closing high of $44.00 set on

May 9, 2007.

We

believe

the

transaction

looks

to

preserve

existing

management

rather

than

maxim

ize stockholder value, therefore questioning the intention and execution of the

strategic review process.

Ryerson stockholders deserve a strategic review process singularly focused on

maximizing stockholder value.

It is time for change…

13

Harbinger’s Alternative

Page 14

Harbinger’s Nominees

Page 15

Experience of Harbinger’s Nominees vs. Ryerson’s Current Board

Page 17

The Ryerson Board Needs To Change Now

Page 18

Appendices

Page 19

Ryerson Inc. –

Harbinger’s Nominees

14

Harbinger Has An Alternative Today

n

Harbinger’s

nominees

boast

invaluable

experience

and

expertise.

They

range

from

veterans of the metal services and related industries to specialists in logistics,

distribution, corporate restructuring and finance.

n

Harbinger’s nominees, once elected, will immediately initiate an independent and

objective analysis of the Platinum Equity offer.

n

If the Platinum Equity offer is determined to be undervalued versus stand-alone or

market opportunities, Harbinger’s nominees will immediately undertake a strategic

review process that is singularly focused on maximizing stockholder value.

n

Operating within the terms of the Platinum Equity merger agreement, Harbinger’s

nominees can conduct due diligence and review any additional offers promptly

following their election, reaching a conclusive recommendation well in advance of the

stockholder vote on Platinum Equity’s offer.

Harbinger’s Independent Nominees Can Provide Stockholders With

The Opportunity To Realize Full And Fair Value For Their Investments

15

Eugene I. Davis

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.

Mr. Davis currently serves as Chairman of the

Board of Directors for Atlas Air Worldwide Holdings,

Inc. and Foamex, Inc. Mr. Davis is also a director

for Knology Broadband, Inc., American Commercial

Lines, Inc., Footstar Inc., PRG Shultz International,

Inc., Ion Media Networks, Inc., Delta Air Lines, Inc.

and Viskase

Companies Inc.

Mr. Davis is a former director of Metals USA, Inc.

Harbinger’s Solution: Experienced and Independent

Directors

Gerald Morris

President and Chief Executive Officer of Intalite

International N.V., a diversified holding company

with investments primarily in the metals fabrication

industry, for over 30 years. 

Mr. Morris is also a director of Metal Management,

Inc. and is a former director of Metals USA, Inc.

Larry J. Liebovich

After 33 years of service, Mr. Liebovich, 58, is the

former President of Liebovich Steel & Aluminum

Company. 

Currently, Mr. Liebovich serves on the Board of

Directors of a private service center company, is a

freelance consultant and is the author of ‘Metal

Distribution My Way’.

Daniel W. Dienst

Chairman of the Board of Metal Management, Inc.,

one of the largest full service metals recyclers in the

United States, since April 2003, as that company’s

Chief Executive Officer since January 2004, as that

company’s President since September 2004 and as

a member of that company’s Board since 2001.

From May 2000 to January 2004, Mr. Dienst

served

as Managing Director of the Corporate and

Leveraged Finance Group of CIBC World Markets

Corp., a diversified global financial services firm.

Mr. Dienst

previously served as the non-executive

Chairman of the Board of Metals USA, Inc.

16

Allen Ritchie

Senior Vice President and Chief Financial Officer of

Altec

Industries, Inc., a privately-held provider of

equipment and services to the electric utility,

telecommunications and contractor markets.

From August 2001 until November 2006, he was

Executive Vice President and Chief Financial

Officer of Protective Life Corporation.

Before joining Protective Life, Mr. Ritchie held a

number of senior management roles with AGCO

Corporation from 1991 to 1997 and Per-Se

Technologies, Inc. from 1998 to 2000.

Keith E. Butler

Sole owner of BCS Placements LLC, an NASD

registered broker dealer that focuses on raising

private equity from institutional investors.

Prior

to

launching

BCS,

Mr.

Butler

worked

as

an

investment  banker in the transportation sector for

more  than 20 years. At firms including Alex.Brown,

PaineWebber and, until the end of 2003, UBS.

Mr.

Butler

is

a

member

of

the

Board,

and

a

member

of

the Audit Committee, of Atlas Air Worldwide

Holdings, Inc.

Richard Kochersperger

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.

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.

Harbinger’s Solution: Experienced and Independent

Directors (cont’d)

17

Experience of Harbinger’s Nominees vs. Ryerson’s

Current Board

Years of Relevant Industry Experience

0

10

20

30

40

50

60

70

80

Ryerson's Current Board

Harbinger's Slate

Harbinger’s

slate

of

independent

directors

have

a

cumulative

total

of

71

years

of

relevant industry experience.

Comparatively,

Ryerson’s

current

Board

only

has

13

years.

In

fact,

CEO

Neil

No

vich

is the only current Ryerson director with any directly relevant

industry

experience.

Source: Biographies in company filings.

18

The Ryerson Board Needs To Change Now

Under the stewardship of the current Board, Ryerson has consistently failed to perform

and

has

been

unable

to

create

value

for

stockholders

--

lagging

on

both

measures of

profitability and inventory management.

Harbinger’s nominees have proven track records in successfully managing companies

and maximizing value for stockholders.

Ryerson stockholders deserve Directors that can provide immediate oversight to the

Platinum Equity transaction and are prepared to initiate a review of strategic alternatives

and to guide Ryerson toward improved operations and profitability.

VOTE

FOR

CHANGE.

VOTE

FOR

THE

HARBINGER

NOMINEES.

19

Appendices

ROIC Assumptions

Page 20

ROIC: RYI vs. Industry

Page 21

EBITDA Margins

Page 22

Case Study: Metals USA, Inc.

Page 23

Case Study: Metal Management, Inc.

Page 26

Case Study: Liebovich

Page 30

Case Study: Ritchie

Page 31

20

Return on Invested Capital Assumptions

Definition:

Return on invested capital (“ROIC”) is calculated as tax-effected EBIT

(adjusted for LIFO expense) divided by the sum of the average working capital

(adjusted for LIFO reserve) and average PP&E.

Assumptions for ROIC calculation:

Assumed a tax rate of 35% for all the years.

Working capital adjusted for LIFO reserve for Ryerson, Earle M. Jorgenson,

Reliance Steel and A.M. Castle.

EBIT has been adjusted for the LIFO charge.

EBIT includes earnings from equity in affiliates only for Reliance, Gibraltar and

Ryerson.

Companies whose fiscal year does not end in December have not been

calendarized

to December year end.

Peer composite includes:

Steel Service Center Composite:  A.M. Castle EMJ (until 3/06), Metals USA

(until 11/05), Novamerican, Olympic Steel, Reliance Steel, Russel

Metals.

21

Below Average ROIC

Over the past nine years, Ryerson has delivered a below average return on invested capital (“ROIC”) of

approximately 5.5% while the service center composite has achieved an average ROIC of 13.6%.

ROIC –

Ryerson vs. Industry

Source: Company filings

Note:

Steel

Service

Center

Composite

Index

includes

AM

Castle,

EMJ

(until

3/06),

Metals

USA

(until

11/05),

Novamerican,

Olympic

Steel,

Reliance

Steel,

Russel

Metals.

-10.0%

-5.0%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%

1998

1999

2000

2001

2002

2003

2004

2005

2006

Ryerson

Service Center Composite

Reliance

Ryerson Average: 5.5%

Service Center Composite Average: 13.6%

Reliance Average: 15.8%

Ryerson

Reliance

Service Center

Composite

22

EBITDA Margins

Source: Company filings.

Note:    Companies reporting inventory under the last-in, first-out (LIFO) method are AM Castle, EMJ, Reliance and Ryerson.

Companies

reporting

inventory

under

the

first-in,

first-out

(FIFO)

method

are

Metals

USA,

Novamerican,

Olympic

Steel

and

Russel

Metals.

Company

1998

1999

2000

2001

2002

2003

2004

2005

2006

Average

Ryerson

4.4%

4.7%

2.4%

-1.0%

0.6%

1.5%

3.6%

4.3%

3.6%

2.7%

2.7%

2.7%

2.7%

2.7%

2.7%

2.7%

2.7%

2.7%

2.7%

MUSA

7.6%

7.9%

4.8%

1.2%

0.4%

1.8%

11.6%

12.7%

NA

6.0%

EMJ

6.8%

8.1%

8.3%

7.3%

6.9%

6.8%

7.5%

8.9%

NA

7.6%

TONS

6.2%

6.0%

7.6%

6.7%

6.1%

8.5%

7.2%

15.8%

8.5%

8.1%

ZEUS

3.7%

4.1%

1.9%

3.2%

4.3%

2.0%

12.6%

5.6%

6.4%

4.9%

RS

8.4%

9.2%

8.9%

7.0%

5.6%

6.1%

11.8%

12.2%

12.1%

9.0%

CAS

5.9%

5.1%

3.6%

2.0%

0.8%

0.2%

5.3%

8.4%

9.0%

4.5%

RUS

4.9%

5.1%

5.3%

4.7%

6.1%

5.1%

14.2%

8.5%

10.4%

7.1%

Service Center Composite

6.2%

6.5%

5.8%

4.6%

4.3%

4.4%

10.0%

10.3%

9.3%

6.8%

23

CASE STUDY: Metals USA, Inc.

Metals USA filed for chapter 11 bankruptcy on November 14, 2001.

Daniel Dienst, one of the Harbinger nominees for the Ryerson board of directors, advised the Company throughout

the bankruptcy process.

As

part

of

the

restructuring

initiative,

Mr.

Dienst

advised

the

Company

on

the

divestiture

of

eleven non-core

business units.

The reorganized company emerged from bankruptcy on November 4, 2002, with a new board of directors that

included Eugene Davis, Daniel Dienst

and Gerald Morris, three of Harbinger’s nominees.

Dan Dienst

and Eugene Davis formed the Office of the Chairman and performed all the duties of the Chief

Executive

of

the

Company

until

a

new

Chief

Executive

Officer

was

appointed

by

the

Board.

Within three months the board found and successfully recruited Lourenco Goncalves, an executive with over

20

years

of

industry

experience,

to

serve

as

President

and

Chief

Executive

Officer

to

execute

on

a

plan

to

continue to “rebuild”

the Metals USA brand, increase market share in higher margin products and make

selective value-added acquisitions.

Metals USA, under the leadership of its new board of directors, implemented significant operational

enhancements:

Local / corporate purchasing strategy replaced previous corporate only purchasing strategy, allowing the

Company to more effectively manage its inventory.

By

implementing

price

“pass

through”

provisions

the

Company

reduced

its

exposure

to

raw

material

price

fluctuations.

Centralized IT, HR, strategic planning and treasury functions which streamlined operations and reduced

corporate overhead.

Began trading on the American Stock Exchange and then moved to the Nasdaq to provide the Company

higher visibility with investors.

The board of directors’

management changes throughout the organization and operating initiatives positioned the

Company well to capitalize on a dynamic steel pricing environment.

By

May

2005,

the

board

negotiated

on

an

agreement

to

sell

the

company

resulting

in

a

96%

compounded

annual

return

to its stockholders.

24

CASE STUDY: Metals USA, Inc. (cont’d)

Under the leadership of the new board of directors, Metals USA dramatically improved its operating metrics.

From 2003 to the announcement of the sale of Metals USA, EBITDA increased from $16.9 million to $180.5

million.

Over the same time, EBITDA margins increased from 1.8% to 11.2%.

Ryerson’s margins were significantly lower when compared to Metals USA over the same period.

EBITDA

$16.9

$175.7

$180.5

$0.0

$50.0

$100.0

$150.0

$200.0

$250.0

2003

2004

LTM

3/31/05

Revenue

1,618

963

1,510

0

500

1,000

1,500

2,000

2003

2004

LTM

3/31/05

EBITDA Margin

Tons Shipped

1,288

1,501

1,458

1,000

1,200

1,400

1,600

2003

2004

LTM

3/31/05

Source: Company filings.

11.2%

11.6%

1.8%

1.5%

4.2%

3.6%

0%

4%

8%

12%

16%

2003

2004

LTM

3/31/05

Metals USA

Ryerson

25

CASE STUDY: Metals USA, Inc. (cont’d)

Apollo’s

offer

price

for

Metals

USA

resulted

in

a

95.9%

compounded

annual

return

since

the

time

it

emerged

fro

m bankruptcy, while Ryerson’s stock only produced a 35.3% compounded annual return over the same period.

Indexed Stock Price Performance Since Bankruptcy

Premiums Paid for Metals USA

Prior to

Price

Premium

1-Day

$13.89

58.4%

1-Week

$14.58

50.9%

4-Week

$17.36

26.7%

30-Day Average

$16.33

34.7%

Source: FactSet.

0.0%

100.0%

200.0%

300.0%

400.0%

500.0%

600.0%

700.0%

Nov 02

May 03

Nov 03

May 04

Nov 04

May 05

Metals USA

Ryerson

11/04/2002

Metals USA announced its

emergence from bankruptcy.

Shares began trading the

following day at $4.00

5/18/2005

Metals USA announced its sale

to Apollo Management for

$22.00 per share

26

CASE STUDY: Metal Management, Inc.

Metal

Management

filed

for

Chapter

11

bankruptcy

on

November

20,

2000

and

emerged

on

June

29, 2001.

Daniel

Dienst,

a

Harbinger

nominee

for

the

Ryerson

Board

of

Directors,

served

as

financial

advisor to the

Company throughout the bankruptcy process.

Mr. Dienst

joined Metal Management’s board of directors on June 29, 2001, upon the Company’s emergence from

bankruptcy.  In April 2003, he was appointed Chairman.

In

January

2004

Mr.

Dienst

was

named

CEO

and

Gerald

Morris,

another

Harbinger

nominee,

joined

the

board

of

directors.

In September 2004, Mr. Dienst

assumed the role of President.

In October 2001, the Company was re-listed on the Over the Counter Bulletin Board.

In March 2003, the Company was re-admitted to the Nasdaq, enhancing the liquidity in the trading of its

stock and increasing the Company’s profile with investors.

Later that same month, the board filed to be listed on the NYSE in order to further improve liquidity in the

stock.

Daniel Dienst

and Metal Management’s new board has focused on improving operations in order to improve the

Company’s earnings:

Increasing inventory turns.

Providing a high level of customer service.

Leveraging its geographic diversity and size to purchase scrap in regions more effectively.

27

CASE STUDY: Metal Management, Inc. (cont’d)

Over

the

course

of

Daniel

Dienst’s

and

Gerald

Morris’

tenure

with

Metal

Management,

the

Company

has

completed three acquisitions and entered into two joint ventures, successfully expanding the Company’s

operations from 46 facilities in 14 states to 57 facilities in 17 states.

In November 2003, the Company successfully acquired scrap metal recycling assets in order to increase

volume.

In

January

2005,

the

Company

entered

into

a

joint

venture

agreement

with

Houchens

Industries

to

operate

an existing scrap processing businesses in Kentucky and a start-up operation in Nashville, further expanding

its geographic footprint.

In

March

2005,

the

Company

announced

a

joint

venture

with

Donjan

Marine

to

form

Port

Albany

Venture

which

conducts

stevedoring

and

marine

services

operations

on

the

Hudson

River.

The

joint

venture

allowed

Metal Management to expand its stevedoring and marine services handing business, a core competency for

the Company.

In

March

2006,

Metal

Management

completed

the

acquisition

of

Morris

Recycling.

The

transaction

was

accretive to stockholders and further solidified its footprint in the Mid-South region.

In

February

2007,

the

board

entered

an

agreement

to

acquire

TIMCO

Scrap

Processing.

The

transaction

was immediately accretive to earnings and increased the Company’s geographic footprint in the Houston

area.

In March 2007, the Company acquired the assets of Mars Industries.

Under the stewardship of the board and management, the company has focused on maximizing stockholder value:

In March 2004, the Company announced a 2-for-1 stock split to increase liquidity of its stock.

In November 2004, the board approved a regular quarterly dividend of 7.5 cents per share of common stock.

In September 2006, the board approved the repurchase of 10% of its outstanding common stock in order to

enhance stockholder value.

The efforts

of

Daniel

Dienst,

Gerald

Morris

and

the

rest

of

the

board

of

the

directors

contributed

to

a

58.9%

compounded annual rate

of return for investors.

28

Under the leadership of the new board of directors, Metal Management dramatically improved its operating metrics

From 2002 to 2007, EBITDA increased from $6 million to $107 million.

Over the same time, EBITDA margins increased from 0.7% to 6.7%.

EBITDA

Revenue

EBITDA Margin

Tons Shipped

$767

$631

$770

$1,083

$1,702

$1,589

$600

$800

$1,000

$1,200

$1,400

$1,600

$1,800

2002

2003

2004

2005

2006

2007

$6

$27

$55

$100

$164

$107

$0

$30

$60

$90

$120

$150

$180

2002

2003

2004

2005

2006

2007

4,000

4,250

4,500

4,750

5,000

5,250

5,500

2002

2003

2004

2005

2006

2007

400

425

450

475

500

525

550

Ferrous (thousand tons)

Non-Ferrous (million lbs)

0.7%

4.2%

7.1%

9.3%

9.6%

6.7%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

2002

2003

2004

2005

2006

2007

CASE STUDY: Metal Management, Inc. (cont’d)

Source: Company filings.

29

Since

the

Company

began

trading

on

the

OTC,

the

stock

has

provided

a

58.9%

compounded

annual

rate

of

return

for its stockholders, while Ryerson’s stock only produced a 23.5% compounded annual return.

Indexed Stock Price Performance Since Bankruptcy

0.0%

200.0%

400.0%

600.0%

800.0%

1000.0%

1200.0%

1400.0%

1600.0%

1800.0%

Nov 01

Apr 03

Sep 04

Jan 06

Jun 07

Metal Management

Ryerson

11/08/2001

Metal Management began

trading on OTC at $3.25

per share

5/27/2007

Metal Management stock

reached an all time high of

$51.45

CASE STUDY: Metal Management, Inc. (cont’d)

Source: FactSet.

30

CASE STUDY: Liebovich

Steel & Aluminum Company

Liebovich

Bros., Inc. a wholly owned subsidiary of Reliance Steel & Aluminum Co. is a metal distribution company

that supplies the industry with a complete inventory of carbon steels, alloys, tubing, aluminum, and stainless

steel.

The Company consists of six divisions: Liebovich

Steel & Aluminum in Rockford, Illinois, Liebovich/PDM in

Cedar Rapids, Iowa, Good Metals Co. in Grand Rapids, Michigan, Custom Fabricators in Rockford, Illinois,

and Liebovich

Steel  & Aluminum North near Green Bay, Wisconsin.

The Company’s product offering includes carbon steel plates & sheets, full line of carbon bars & structural

beams, angles & channels, all aluminum products, all stainless products, cold finished bars, all tubing & pipe

products, grating products, alloys, and tool steel.

Processing capabilities include saw cutting, shearing, flame cutting & plasma cutting, punching, blasting,

heat treating, rotary grinding, and aluminum precision cutting.

Liebovich

Bros. was founded in 1939 and is headquartered in Rockford, Illinois.

Through a strategy of making select acquisitions and by maintaining a strong focus on customer and mill

relationships, Liebovich

Bros. was able to grow revenues from $2 million in the early 1970’s to over $12 million by

1980.

Monitoring customer’s purchasing trends and rapidly turning inventory were key to the Company achieving

its attractive gross margins along with revenue growth.

Liebovich

Bros. was acquired by Reliance Steel and Aluminum in 1999.  At the time of acquisition, the Liebovich

Bros.

management

team

and

partners,

under

Larry

Liebovich’s

leadership,

had

grown

LTM

revenues to

approximately $150 million.

Larry Liebovich

was employed by Liebovich

Steel & Aluminum from 1972 to 2005 and served as President

from 1985 until 2005, following 6 years of experience as a part of Reliance Steel & Aluminum.

31

AGCO Corporation (“AGCO”) manufactures and distributes agricultural equipment and related replacement parts

worldwide.

Products include tractors, combines, self-propelled sprayers, hay tools, forage equipment, and implements,

as well as a line of diesel engines.

Allen Ritchie left Arthur Anderson in 1991, where he had been working as a financial advisor to AGCO, to join

AGCO’s

senior

management

team

where

he

assisted

in

taking

the

Company

public

in

1992.

In the early 1990s, Allen Ritchie along with AGCO executives launched an aggressive plan to grow the

Company while simultaneously cutting costs and increasing efficiency.

As part of this initiative, the AGCO team focused on improving inventory turns, rationalizing

manufacturing, reducing overhead and cutting sales & marketing expenses.

Additionally they devised an ambitious acquisition strategy to build a comprehensive and efficient

network of dealers that could supply an expansive and reputable product line.

During

his

affiliation

with

the

Company,

Mr.

Ritchie

helped

grow

AGCO

from

an

organization

with

sales

of

$220

mil

lion in 1990 to an approximately $2.0 billion market capitalized

company with sales of $3.2 billion upon his

departure in 1997.

CASE STUDY: Allen Ritchie

AGCO Stock Price Performance

Source: Factset.

$0.00

$8.00

$16.00

$24.00

$32.00

$40.00

Apr 92

Feb 93

Dec 93

Sep 94

Jul 95

May 96

Mar 97

Dec 97

04/16/1992

Completed initial public offering

December 1997

Allen Ritchie's departure from

the firm

32

In

1997

Ritchie

joined

Per-Se

Technologies,

an

ailing

health

care

company

hemorrhaging

cash

and

troubled

by

stockholder

lawsuits

and

pending

investigations

into

its

medical

billing

practices.

In an effort to turn around the Company, Ritchie was brought in under a three-year contract to conduct a

strategic review of the Company’s operations.

Ritchie assisted in the sale of several of the Company’s non-core business units, and used proceeds

towards the settlement of litigation and to strengthen the balance sheet.

Ritchie,

along

with

the

executive

management

team,

implemented

a

strategy

focused

on

maintaining

relationships, systems’

integration and growth into high-profit segments.

Ritchie’s efforts helped build the foundation of the Company which was recently sold to McKesson

Corporation for $1.8 billion on November 5, 2006.

From August 2001 until November 2006, Allen Ritchie was the CFO of Protective Life Corporation, an insurance

and investment products company.

During his tenure from 2001 to 2006, Ritchie helped reposition the Company by concentrating on its core life

and annuities businesses and exit certain non-core property and casualty lines.

Over this five-year period the Company’s stock price doubled.

CASE STUDY: Allen Ritchie (cont’d)

August 2007

Ryerson Inc. –

A Need For Change