Ryerson DEFA14A Additional proxy soliciting materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

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Ryerson Inc.

(Exact Name of Registrant as Specified in Its Charter)

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

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Ryerson Inc. posted the following presentation on its Internet website atwww.ryerson.com:

1

Your Vote:

Key Points to Consider

2

Key Stockholder Meeting Dates

•

August 23, 2007 –

Annual Meeting to elect

Directors

•

Expected October/November 2007 –

Special

Meeting to vote on Sale of Ryerson to

Platinum Equity for $34.50 per share.

To Preserve Your Right to Vote on the Sale to Platinum LATER,

Vote the WHITE Card NOW

3

Ryerson Has Steadily Improved Financial

Returns and in 1H 07 Exceeded Most Peers

Initiatives

$85mm Restructuring

$50mm of annualized

synergies from

Integris acquisition

Source: Company reports

Notes:   1    Calculated as tax-effected FIFO EBIT/average invested capital

2    Peer group: SHLO (Shiloh Industries), ROCK (Gibraltar Industries), WOR (Worthington Industries), TONS (Novamerican), SMT (Samuel Manu-Tech), MUSA (Metals            

USA), ZEUS (Olympic Steel), RUS (Russel Metals), RS (Reliance Steel & Aluminum), CAS (A M Castle)

Consolidated over 20 locations

Centralized shared services (credit, IT, accounting,

purchasing, HR)

Increased local accountability for customer service

Strategic sourcing

Created backbone for future acquisitions—J&F

Steel (2004), Integris Metals (2005) and Lancaster

Steel (2006)

Supplier leverage

Reduced overhead

Consolidated 5 service

centers

After

Tax

Return

on

Invested

Capital¹

(LIFO

companies

adjusted

to

FIFO)

Sale of Inland Steel

Acquired Thypin Steel,

Washington Specialty Metals

and Cardinal Metals

1H 2007

4.4

5.5

8.2

8.4

8.8

10.3

10.5

11.1

12.0

16.4

20.2

0

2

4

6

8

10

12

14

16

18

20

22

SHLO

ROCK

WOR

TONS

SMT

MUSA

ZEUS

RUS

RYI

RS

CAS

(10)

(5)

0

5

10

15

1998

1999

2000

2001

2002

2003

2004

2005

2006

1H

2007

25.7%

~

~

4

Improving Performance Has Also Been Reflected in

Ryerson’s Stock Price, Which Outperforms the Peer

Group

Peers include: A.M. Castle, Gibraltar, Novamerican, Olympic, Reliance, Russel, Samuel Manu-Tech,

Shiloh Industries, Steel Technologies and Worthington: market cap weighted

Price = $25.09

Transaction w/Platinum Price = $34.50

Dec-06

0

50

100

150

200

250

300

350

Dec-03

Jul-04  

Feb-05  

Aug-05

Mar-06

Sep-06  

Ryerson

Peers

S&P 500

$34.50

5

Timing is Appropriate to Consider a

Sale

•

Industry volume has shown recent declines

•

Metal pricing at or near peak and softening

•

Many of the benefits of strategic initiatives

have already been realized

•

Ryerson already performing better than most

public competitors

Now is the Right Time to sell at a Fair Price

6

The Board Followed a Deliberate and

Exhaustive Process to Determine the

Best Outcome for Stockholders

I.

Board conducted a thorough, unbiased and public

auction to attain the highest available price

•

55 parties contacted (23 mills, 6 service centers, and 26

private equity)

•

Interested parties had extensive access to management,

comprehensive due diligence material and site visits

II.

Extensive negotiation process conducted at Board’s

direction

•

Board met 30 times between January 10 and July 24

•

Negotiated with other bidders as well as Platinum

III.

Board determined it was in best interest of stockholders

to accept Platinum offer of $34.50

•

Platinum provided the highest price, backed by a

commitment letter from its bank

•

Platinum offer not contingent on further due diligence,

financing or Ryerson management employment

•

Platinum

offer

included

a

“go

shop”

through

8/18/07

and

a

“no shop”

period with modest breakup fees

7

The Platinum Transaction Price Reflects a Premium

to Ryerson’s Unaffected Trading Range

Platinum Transaction Price = $34.50

15%

Premium

35%

Premium

38%

Premium

37%

Premium

7.66

13.85

16.64

25.21

25.09

25.47

29.97

34.50

34.96

0

5

10

15

20

25

30

35

40

8

Platinum’s Price for Ryerson Compares Favorably with

other Transactions in the Metal Service Center Industry

Source: Based on reported financials adjusted for one-time items

1.

Annualized 1H2005 results

2.

Adjusted for impact of company-owned life insurance plan

3.

Normalized financials are average of prior 5 years

4.

Annualized 1H2006 results

3.5

4.0

4.9

5.2

5.7

6.0

6.2

6.2

6.3

7.4

7.7

9.0

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

9.0

10.0

Mean 5.5

Median 5.9

9

Vote for the Ryerson Board:  Vote

ONLY the WHITE Card

The Ryerson Directors:

•

Are accomplished executives with significant public board and management

experience

•

Have consistently brought on new directors (5 in the last 4 years) to bring

new insights and diligence

•

Are actively involved in guiding the direction of the company through

strategy development, acquisitions, international expansion and leadership

development.

•

Closely monitor implementation of the strategy and operating results

•

Receive very high ISS governance ratings:  Ryerson outperforms 99.9% of

the companies in the S&P 600 and 99.4% of the companies in the Materials

Group according to ISS.

•

Support the sale to Platinum at $34.50               

Most importantly, they have achieved results…Ryerson has shown

consistently improving financial results vs. its industry peers

10

REJECT the Harbinger Slate:  Do NOT

Vote ANY on the GREEN Card

•

Harbinger has not stated a position on the sale to Platinum…they

would have the right to terminate the deal without a shareholder

vote…without YOUR vote

•

We believe Harbinger cannot improve upon the exhaustive auction

and go shop process already followed by the Ryerson Board

•

Harbinger has no plan, strategy or management team ready to give

you more than $34.50 if they terminate the sale to Platinum

•

$900 million of debt would come due and likely become more

expensive upon a change of control of the Board…Harbinger has

not stated how they would refinance this in today’s uncertain credit

market

Do NOT give Harbinger control with no Premium to you

11

Leading, independent proxy advisory firms

agree.  After exhaustive review and analysis,

they reject the majority slate proposed by

Harbinger

•The proposed Harbinger slate has

"not presented any plan on how they would

manage the company after assuming control ... makes it difficult

to ascertain

how

their

nominees

would

create

value

or

manage

the

company."

–

Institutional

Shareholder

Services

•Voting for Harbinger’s slate

“is not in the best interest of the Company and its

shareholders.  We believe that the proponents’

actions delay or impede the

Company’s efforts to maximize the value of shareholders’

investments -

Egan-

Jones

•On

composition

of

Ryerson’s

Board,

“…given

the

upcoming

vote

on

the

deal

and the potential risk involved in modifying the composition of the board at

this time, we support management’s nominees.”

–

Proxy Governance

REJECT the Harbinger Slate: 

Do NOT Vote ANY GREEN Cards

12

Vote FOR the Ryerson Board: 

Vote the WHITE CARD ONLY

Reject the Harbinger slate: 

Do NOT vote ANY GREEN CARDS

13

If you have any questions, require additional

assistance with voting your WHITE proxy

card, or need additional copies of proxy

material, please call MacKenzie Partners at

the phone numbers listed below

MacKenzie Partners, Inc.

105 Madison Avenue

New York, NY 10016

Email:

proxy@mackenziepartners.com

(212) 929-5500 (Call Collect)

or

TOLL-FREE (800) 322-2885

14

Addendums

15

Reconciliation of Certain Non-GAAP Items

LTM

($mm)

1997 (1)

1998 (1)

1999

2000

2001

2002

2003

2004

2005

2006

1H 2007

6/30/2007

Operating Profit

133.1

96.0

97.0

(4.1)

(76.0)

(7.9)

3.4

99.7

232.9

183.9

139.3

202.7

Adjustments

+ Gain on Sale of Asset

(8.9)

(5.9)

(1.8)

-

(1.3)

(10.9)

-

(5.6)

(6.6)

(21.6)

(2.2)

(2.2)

+ Pension Curtailment Gain

(8.9)

-

-

(4.4)

-

-

-

-

(21.0)

-

-

-

+Restructuring & Plant Closure Costs

-

-

3.6

27.8

19.4

2.7

6.2

3.6

4.0

4.5

3.4

7.2

+Charge Related to Customer Bankruptcy

-

-

-

16.2

-

-

-

-

-

-

-

-

+ Gain on Sales of Company Interests

-

-

-

-

3.3

(4.1)

-

-

-

-

-

-

+ Write-Off

-

-

-

-

1.0

-

-

-

-

-

-

-

+ Adjustment to Sale of IEMC

-

-

-

-

-

8.5

-

-

-

-

-

-

EBIT

115.3

90.1

98.8

35.5

(53.6)

(11.7)

9.6

97.7

209.3

166.8

140.5

207.7

+ Depreciation & Amortization

27.7

33.2

32.1

31.8

31.8

25.0

23.9

21.1

39.2

40.0

19.7

40.0

EBITDA

143.0

123.3

130.9

67.3

(21.8)

13.3

33.5

118.8

248.5

206.8

160.2

247.7

+ LIFO expense (2)

(12.7)

(41.4)

(8.0)

(22.0)

(31.3)

29.4

22.1

273.5

(62.0)

189.3

57.0

206.0

FIFO EBITDA

130.3

81.9

122.9

45.3

(53.1)

42.7

55.6

392.3

186.5

396.1

217.2

453.7

- Depreciation & Amortization

27.7

33.2

32.1

31.8

31.8

25.0

23.9

21.1

39.2

40.0

19.7

40.0

FIFO EBIT

102.6

48.7

90.8

13.5

(84.9)

17.7

31.7

371.2

147.3

356.1

197.5

413.7

Source: Company reports, 2001-2005 results restated per 2005 10-K

Notes:

1  Excludes results of Inland Steel Company operations which were sold in 1998

2 1997-2005 LIFO expense assumed equal to change in LIFO reserve year-over-year

16

Reconciliation of Return on Invested Capital

($mm, unless otherwise noted)

1997 (1)

1998 (1)

1999

2000

2001

2002

2003

2004

2005

2006

1H2007

FIFO EBIT (2)

102.6

48.7

90.8

13.5

(84.9)

17.7

31.7

371.2

147.3

356.1

197.5

Tax-Effected FIFO EBIT (3)

66.7

31.7

59.0

8.8

(55.2)

11.5

20.6

241.3

95.7

231.5

128.4

Average Period Short-Term Debt

-

-

-

48.5

48.5

-

-

-

-

-

-

Average Period Current Portion of Long-Term Debt

4.2

3.2

-

71.3

71.3

-

-

-

Average Period Long-Term Debt

260.1

257.0

257.9

179.8

100.7

160.5

243.4

396.3

525.6

865.8

926.0

Average Period Minority Interest

58.7

58.7

29.4

-

-

-

-

-

-

-

-

Shareholders' Equity

    Shareholders' Equity

427.5

563.6

697.8

661.7

554.6

409.1

386.6

439.6

547.8

648.7

742.8

           LIFO Reserve

112.4

71.0

63.0

41.0

9.7

39.1

61.2

334.7

272.7

504.0

561.0

    + Tax-Effected LIFO Reserve (3)

73.1

46.2

41.0

26.7

6.3

25.4

39.8

217.6

177.3

327.6

364.7

FIFO Shareholders' Equity

500.6

609.8

738.8

688.4

560.9

434.5

426.4

657.2

725.1

976.3

1,107.5

Average Period FIFO Shareholders' Equity

473.1

555.2

674.3

713.6

624.6

497.7

430.4

541.8

691.1

851.5

1,035.8

Average Period FIFO Invested Capital

796.1

874.0

961.5

1,013.1

845.0

658.2

673.8

938.0

1,392.8

1,893.4

2,078.5

FIFO Return on Invested Capital (%)

8.4

3.6

6.1

0.9

(6.5)

1.7

3.1

25.7

6.9

12.2

12.0

Source: Company reports, 2001-2005 results restated per 2005 10-K

Notes:

1  Excludes results of Inland Steel Company operations which were sold in 1998

2 See reconciliation on prior page

3 Based on assumed 35% tax rate

17

Safe Harbor Provision

During this presentation, we will make forward-looking statements

subject to known and unknown risks and uncertainties that could cause

actual results to differ materially from those expressed or implied by

such statements. Such risks and uncertainties include, but are not

limited to, the volatility in metals demand and prices, the cyclicality of

the various industries the company serves, and other risks described in

reports filed with the SEC. We assume no obligation to update the

information provided in this presentation.

18

Proxy Solicitation

Important Information

In connection with its proposed merger with an affiliate of Platinum Equity, LLC, Ryerson plans to

file with the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement and a

definitive proxy statement. The definitive proxy statement will be mailed to stockholders of Ryerson.

Stockholders of Ryerson are urged to read the proxy statement relating to the merger and other

relevant materials when they become available because they will contain important information

about the merger and Ryerson.

Security holders may obtain a free copy of the proxy statement and any other relevant documents

(when available) that Ryerson files with the SEC at the SEC’s web site at http://www.sec.gov. The

definitive proxy statement and these other documents may be accessed at www.ryerson.com or

obtained free from Ryerson by directing a request to Ryerson Inc., ATTN: Investor Relations, 2621

West 15th Place, Chicago, IL 60608.

Certain Information Regarding Participants

Ryerson, its directors and executive officers may be deemed to be participants in the solicitation of

the Company’s security holders in connection with the proposed merger.  Security holders may

obtain information regarding the names, affiliations and interests of such individuals in the

Company’s proxy statement in connection with its 2007 annual meeting of stockholders, which was

filed with the SEC on July 31, 2007. To the extent holdings of the Company’s equity securities have

changed since the amounts reflected in such proxy statement, such changes have been reflected

on Statements of Change in Ownership on Form 4 filed with the SEC.

19

Use of non-GAAP

Financial Information

The Company uses the LIFO method of inventory accounting in the

U.S.,

which

results

in

a

better

matching

of

costs

and

revenues

than

the FIFO method. To supplement its consolidated condensed financial

statements presented on a GAAP basis, the company has provided

certain non-GAAP financial measures, in some cases adjusted to

reflect the effects of valuing inventory on a FIFO basis.  While

FIFO is

an acceptable inventory valuation method under U.S. GAAP, the

presentation of FIFO basis financial information is considered non-

GAAP financial information as the company applies LIFO inventory

valuation for its financial reporting purposes.  A reconciliation of the

adjustments from GAAP financial measures to non-GAAP financial

measures is contained in the addendum to this presentation and may

be-accessed-at

www.ryerson.com.

This

non-GAAP

financial

information

is not meant to be considered in isolation or as a substitute for

financial measures prepared in accordance with GAAP.

Ryerson believes that providing these non-GAAP financial measures

in addition to the related GAAP measures better enables investors to

understand the company’s operating performance and also facilitates

comparisons of Ryerson’s operating performance with the

performance of other companies in the industry, many of which value

inventories on a FIFO basis (in whole or part).