SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CF&I STEEL, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 93-1103440
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(State of incorporation or (IRS Employer Identification No.)
organization)
1000 SW Broadway, Suite 2200,
Portland, Oregon 97205
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(Address of principal executive offices) (zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None
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If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A(c)(1),
please check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant
to General Instruction A(c)(2), please check the following box. [X]
Securities to be registered pursuant to Section 12(g) of the Act:
Guarantees of First Mortgage Notes due 2003
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(Title of Class)
Promissory Notes
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
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Reference is made to the caption "Description of the Notes" in the
Registration Statement on Form S-1 (Registration No. 333-02355-02) as filed
with the Securities and Exchange Commission (the "Commission") by the
Registrant on April 8, 1996, which is filed as Exhibit 4.3 hereto. A
description of the securities being registered will be included in the
final Prospectus to be filed with the Commission under Rule 424(b) under
the caption "Description of the Notes," and such description shall be
deemed incorporated by reference into this registration statement.
Item 2. Exhibits
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Exhibit Number Exhibit Title
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3.1 Amended and Restated Agreement of Limited Partnership
of CF&I Steel, L.P. dated as of March 3, 1993 by and
between New CF&I, Inc. and the Pension Benefit Guaranty
Corporation (incorporated by reference to Exhibit 28.1
of the Current Report on Form 8-K of Oregon Steel
Mills, Inc. dated March 3, 1993)
4.1 Form of Guarantee of First Mortgage Notes due 2003
4.2 Form of Promissory Note
4.3 The Registrant's Registration Statement on Form S-1
(Registration No. 333-02355-02) as filed with the
Commission on April 8, 1996 and incorporated herein by
reference
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.
CF&I STEEL, L.P.
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(Registrant)
By: New CF&I, Inc.
General Partner
By: THOMAS B. BOKLUND
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Thomas B. Boklund
President and Chief Executive Officer
Dated: May 24, 1996
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EXHIBIT INDEX
Sequential
Exhibit Number Exhibit Title Page No.
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3.1 Amended and Restated Agreement of Limited
Partnership of CF&I Steel, L.P. dated as of
March 3, 1993 by and between New CF&I, Inc.
and the Pension Benefit Guaranty Corporation
(incorporated by reference to Exhibit 28.1 of the
Current Report on Form 8-K of Oregon Steel
Mills, Inc. dated March 3, 1993)
4.1 Form of Guarantee of First Mortgage Notes due
2003
4.2 Form of Promissory Note
4.3 The Registrant's Registration Statement on
Form S-1 (Registration No. 333-02355-02) as
filed with the Commission on April 8, 1996
and incorporated herein by reference
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Exhibit 4.1
GUARANTEE
For value received, the Guarantors (which term includes the
undersigned and any persons who may subsequently become Guarantors under
the Indenture referred to in the Security upon which this Guarantee is
endorsed, and any of their respective successors under the Indenture) have
unconditionally guaranteed, jointly and severally, (i) the due and punctual
payment of the principal of, premium, if any, and interest on the
Securities (whether at Stated Maturity, upon acceleration, optional
redemption, required purchase or otherwise), the due and punctual payment
of interest on any overdue principal of, premium, if any, and, to the
maximum extent permitted by law, interest on the Securities, and the due
and punctual performance of all other obligations of the Company to the
Holders of the Securities and the Trustee under the Indenture, the Security
Documents, the Intercreditor Agreement and the Securities, all in
accordance with and subject to the terms of the Securities, the Indenture
and the Guarantee, and (ii) in case of any extension of time of payment or
renewal of any Securities or any of such other obligations, that the same
will be promptly paid in full when due or performed when due in accordance
with the terms of the extension or renewal. The validity and enforceability
of any Guarantee shall not be affected by the fact that it is not affixed
to any particular Security.
The obligations of the Guarantors to the Holders of Securities and
to the Trustee pursuant to the Guarantee and the Indenture are expressly
set forth in Article Ten of the Indenture and reference is hereby made to
the Indenture for the precise terms of the Guarantee and all of the other
provisions of the Indenture to which the Guarantee relates. All terms used
herein which are defined in the Indenture shall have the meanings assigned
to them in the Indenture.
A director, officer, employee, stockholder or limited partner, as
such, of a Guarantor shall not have any liability for any obligations of
such Guarantor under its Guarantee or the Indenture or for any claim based
on, in respect of or by reason of, such obligations or their creation by
reason of his, her or its status as such director, officer, employee,
stockholder or limited partner.
This Guarantee shall be governed by and construed in accordance
with the laws of the State of New York, without regard to conflicts of law
principles.
This Guarantee is subject to release upon the terms set forth in
the Indenture.
[Seal] NEW CF&I, INC.
Attest: By:
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Name: Name:
Title: Title:
CF&I STEEL, L.P.
[Seal] By: NEW CF&I, INC., its General Partner
Attest: By:
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Name: Name:
Title: Title:
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ASSIGNMENT FORM
If you want to assign this Security, fill in the form below and have your
signature guaranteed:
I or we assign and transfer this Security to
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(Insert assignee's social security or tax ID number)____________________________
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(Print or type assignee's name, address and zip code) and irrevocably appoint
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agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.
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Date: ____________________________ Your signature: _________________________
(Sign exactly as your name appears on
the other side of this Security)
Signature Guarantee: ___________________________________________________________
Exhibit 4.2
PROMISSORY NOTE
Dated: June __, 1996
FOR VALUE RECEIVED, CF&I Steel, L.P., a Delaware limited
partnership (herein called the "Maker", which term includes any successor
under the Indenture referred to below), hereby promises to pay to Chemical
Bank, a New York banking corporation or to such other person or entity
which at the time shall be trustee under the Indenture referred to below
("Payee", which term includes any such successor trustee under the
Indenture referred to below), as trustee under that certain Indenture dated
as of June __, 1996 among Oregon Steel Mills, Inc., a Delaware corporation
(herein called the "Company", which term includes any successor under the
Indenture), Payee, Maker and New CF&I, Inc. (which Indenture, together with
all indentures supplemental thereto, is hereinafter called the
"Indenture"), or registered assigns, for the ratable benefit of the Holders
(as defined in the Indenture), on or before June __, 2003, the sum of TWO
HUNDRED THIRTY-FIVE MILLION DOLLARS ($235,000,000) plus any and all other
amounts becoming due and payable by Maker under the Indenture and its
Guarantee (as defined in the Indenture), or such lesser amount as shall
become due and payable by Maker under the Indenture and its Guarantee. All
amounts becoming due and payable by Maker under the Indenture and its
Guarantee shall constitute indebtedness evidenced by this Note and shall be
due and payable hereunder as and when due and payable under its Guarantee
and the Indenture. Without limitation to any other provisions of this Note,
an Event of Default (as defined in the Indenture) under the Indenture shall
constitute an event of default under this Note, and shall entitle Payee to
accelerate the obligations of Maker hereunder in the same manner and to the
same extent as the obligations of the Company under the Securities (as
defined in the Indenture). Maker further agrees (to the fullest extent
permitted by law) that, as between it, on the one hand, and Payee, on the
other hand, (a) the maturity of the obligations of the Company under the
Securities may be accelerated as provided in Article Six of the Indenture
for the purposes of this Note, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the
obligations of the Company under the Securities, and (b) in the event of
any acceleration of such obligations as provided in Article Six of the
Indenture, such obligations (whether or not due and payable) shall
forthwith become due and payable by Maker for the purpose of this Note.
All payments hereunder shall be made in lawful money of the United
States of America in immediately available funds at Payee's offices in the
Borough of Manhattan, The City of New York, or at such other place as Payee
shall have designated to Maker in writing.
This Note is secured by, and is entitled to the benefits of, a
DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, AND SECURITY AGREEMENT,
dated as of June __, 1996, from Maker to the Public Trustee of Pueblo County
for the benefit of Payee and a Deed of Trust, Assignment of Rents and
Leases and Security Agreement, dated as of June __, 1996, from Maker to the
Public Trustee of Fremont County for the benefit of Payee (as the same may
be amended or supplemented from time to time, collectively, the "Deeds of
Trust"). Reference is made to the Deeds of Trust for a more detailed
description of the property covered thereby and the rights, remedies and
obligations of Payee in respect thereto.
Maker waives presentment, notice of dishonor, notice of
acceleration and protest, and all other notices in connection with the
delivery, acceptance, performance, default or enforcement of the payment of
this Note and assents to any extension of time with respect to any payment
due under this Note, to any substitution or release of collateral and to
the addition or release of any party.
It is not intended hereby to charge interest at a rate in excess
of the maximum rate of interest permitted to be charged to Maker under
applicable law, but if, notwithstanding such intention, interest in excess
of the maximum rate shall be paid hereunder, the excess shall be retained
by Payee as additional cash collateral for the payment of this Note, unless
such retention is not permitted by law, in which case the interest rate on
this Note shall be adjusted to the maximum rate permitted under applicable
law during the period or periods that the interest rate otherwise provided
herein would exceed such rate.
Maker covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law or any
usury law or other
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law which would prohibit or forgive Maker from paying all or any portion of
the principal of, premium, if any, or interest on or other amounts due
under this Note as contemplated herein, wherever enacted, now or at any
time hereafter in force, or which may affect the performance of this Note;
and (to the extent that it may lawfully do so) Maker hereby expressly
waives all benefit or advantage of any such law and covenants that it will
not hinder, delay or impede the execution of any power herein granted to
Payee, but will suffer and permit the execution of every such power as
though no such law had been enacted.
The provisions of this Note shall be binding obligations against
Maker, its successors and assigns.
A director, officer, employee or limited partner, as such, of
Maker shall not have any liability for any obligations of Maker under this
Note, its Guarantee or the Indenture or for any claim based on, in respect
of or by reason of, such obligations for their creation by reason of his,
her or its status as such director, officer, employee or limited partner.
Payee shall not be deemed to have waived or amended any of its
rights hereunder unless such waiver or amendment is in writing and signed
by Payee and otherwise complies with the Indenture. No delay or omission on
the part of Payee in exercising any right hereunder shall operate as a
waiver of any such right or any other right. A waiver on any one occasion
shall not be construed as a bar to, or waiver of, the exercise of any right
or remedy on any future occasion.
This Note is the "CF&I Note" referred to in the Indenture and is
subject to, and entitled to the benefits of, the terms of the Indenture
applicable to the CF&I Note, and, anything in this Note to the contrary
notwithstanding, the aggregate amount payable by Maker under this Note
shall in no event exceed the amount specified in Section 10.06 of the
Indenture (giving effect to the provisions of Sections 10.07 of the
Indenture).
Maker hereby acknowledges and agrees that this Note shall
constitute the "original evidence of debt" required by Section 38-38-101
and Section 38-39-102 of the Colorado Revised Statutes, or any successor
statutes thereto, to be filed with the public trustee in connection with a
foreclosure or release of the Deed of Trust.
This Note is to be governed by and construed according to the laws
of the State of New York without regard to the principles of conflicts of
law.
CF&I STEEL, L.P.,
a Delaware limited partnership
By: NEW CF&I, INC.,
as General Partner
[Seal]
By:
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Name:
Title:
Attest:
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Name:
Title:
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