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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For fiscal year ended December 31, 1993
Commission file number 1-9887
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
OREGON STEEL MILLS, INC. EMPLOYEE STOCK OWNERSHIP PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
OREGON STEEL MILLS, INC.
1000 BROADWAY BUILDING SUITE 2200
PORTLAND OR 97205
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
OREGON STEEL MILLS, INC. EMPLOYEE STOCK OWNERSHIP PLAN
/s/ L. Ray Adams
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L. Ray Adams, Trustee
March 21, 1994
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OREGON STEEL MILLS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
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REPORT ON AUDITS OF FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
for the three years in the period ended December 31, 1993
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OREGON STEEL MILLS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
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OREGON STEEL MILLS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
TABLE OF CONTENTS
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Page
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Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available for Plan Benefits at
December 31, 1993, 1992 and 1991 4
Statements of Changes in Net Assets Available for Plan
Benefits for the three years in the period ended
December 31, 1993 5
Notes to Financial Statements 6
Supplemental Schedules:
Item 30a - Schedule of Assets Held for Investment Purposes
at December 31, 1993 10
Item 30d - Schedule of Reportable and Party-in-Interest
Transactions for the year ended December 31, 1993 11
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REPORT OF INDEPENDENT ACCOUNTANTS
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The Board of Trustees
Oregon Steel Mills, Inc.
Employee Stock Ownership Plan
Portland, Oregon
We have audited the accompanying statements of net assets available for
plan benefits of the Oregon Steel Mills, Inc. Employee Stock Ownership Plan as
of December 31, 1993, 1992 and 1991 and the related statements of changes in
net assets available for plan benefits for the three years in the period ended
December 31, 1993. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan as
of December 31, 1993, 1992 and 1991, and the changes in net assets available
for plan benefits for the three years in the period ended December 31, 1993, in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedules of Assets
Held for Investment Purposes and Reportable and Party-in-Interest Transactions
as of and for the year ended December 31, 1993 are presented for the purpose of
additional analysis and are not a required part of the basic financial
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statements, but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules have been
subjected to the auditing procedures applied in the audit of the basic
financial statements for the year ended December 31, 1993 and, in our opinion,
are fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
COOPERS & LYBRAND
Portland, Oregon
February 18, 1994
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OREGON STEEL MILLS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS
AVAILABLE FOR PLAN BENEFITS
December 31, 1993, 1992 and 1991
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ASSETS 1993 1992 1991
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Investment in Oregon Steel Mills, Inc.
common stock $ 69,321,183 $ 76,376,454 $ 65,395,296
Cash 36,308 29,064 113,667
Employer contribution receivable 750,000 3,500,000 5,000,000
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Total assets 70,107,491 79,905,518 70,508,963
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LIABILITIES
Benefits payable 17,735 9,217 5,509
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Total liabilities 17,735 9,217 5,509
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Net assets available for plan benefits $ 70,089,756 $ 79,896,301 $ 70,503,454
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The accompanying notes are an integral
part of the financial statements.
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<TABLE>
OREGON STEEL MILLS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
for the three years in the period ended December 31, 1993
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<CAPTION>
1993 1992 1991
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<S> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) of investments $ (1,644,855) $12,341,814 $ 3,663,922
Interest income 187 749 4,070
Dividends deemed received 1,626,641 1,719,413 1,855,317
Employer contribution 754,000 3,502,000 5,002,000
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Total additions 735,973 17,563,976 10,525,309
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Deductions from net assets attributed to:
Benefits and income distributed to
participants 8,240,177 6,025,179 41,450,943
Transfer of assets to the Oregon Steel
Mills, Inc. Thrift Plan 675,700 426,537 5,987,958
Pass-through of dividends deemed received 1,626,641 1,719,413 1,855,317
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Total deductions 10,542,518 8,171,129 49,294,218
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Net additions (deductions) (9,806,545) 9,392,847 (38,768,909)
Net assets available for plan benefits:
Beginning of year 79,896,301 70,503,454 109,272,363
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End of year $ 70,089,756 $ 79,896,301 $ 70,503,454
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The accompanying notes are an integral
part of the financial statements.
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OREGON STEEL MILLS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
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1. Plan Description and Summary of Significant Accounting Policies:
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The following description of the Oregon Steel Mills, Inc. (the Company)
Employee Stock Ownership Plan (the Plan or ESOP) provides only general
information. Participants should refer to the Plan document or the summary
Plan description for a more complete description of the Plan's provisions.
Plan Description
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The Plan, established by the Company on November 27, 1980 and as amended and
restated effective January 1, 1989, is designed to invest primarily in common
stock of the Company for the benefit of eligible employees (those employed by
the Company or its wholly owned subsidiaries, Napa Pipe Corporation and Oregon
Steel Mills - Fontana Division, Inc., at year end with at least six months
service). Employer contributions to the Plan are made at the sole discretion
of the Company's Board of Directors, generally in the form of new shares of the
Company's common stock. Employer contributions are allocated annually to each
participant's account based on the proportion that each participant's
compensation bears to total compensation, subject to specified limitations.
Voluntary contributions by participants are not permitted.
Payments of vested benefits to a participant whose employment has terminated
are generally made by a single distribution of Company stock. The Plan may
distribute cash in lieu of Company stock at the election of the Plan's
administrative committee provided sufficient cash is available and provided the
participant consents in writing to receive a cash distribution.
The full amount credited to a participant's account vests at age 65 or when a
participant terminates by reason of death or total disability. The account of
a participant otherwise vests ratably over seven years of employment, at the
rate of ten percent for each of the first four years, and twenty percent for
each of the next three years. At termination, the nonvested portion of a
former participant's account is forfeited. All forfeitures are allocated
among the accounts of persons who are participants on the last day of the
Plan's fiscal year, or whose participation in the Plan terminated during the
fiscal year because of Normal Retirement (as defined in the Plan) death, total
disability or layoff, in the proportion that each such person's compensation
taken into account under the Plan bears to such compensation of all those
persons for the fiscal year.
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OREGON STEEL MILLS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
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1. Plan Description and Summary of Significant Accounting Policies:, Continued:
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Plan Description, Continued
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A participant who has attained age 59-1/2 and is fully vested may elect to
receive a distribution of his or her entire account balance in the Plan. On
December 7, 1989, the ESOP was amended effective January 1, 1990 to allow
participants who are fully vested and who have attained the age of 40, but not
age 59-1/2, to elect a distribution of part of their Plan stock account
balance. The maximum amount of the elective distribution is a percentage of
the participant's common stock account determined on a cumulative basis at the
rate of 5% per year, beginning with the year the participant attains age 40, up
to 50% of the participant's stock account. The method of distribution can be
either partly or totally in the form of a distribution of common stock to the
participant or a sale of common stock by the Plan and a transfer of the
proceeds from the sale to the participant's account under the Company's Thrift
Plan.
An administrative committee appointed by the Company's Chief Executive Officer
administers the Plan.
Contributions under the Plan and all other assets of the Plan are held in trust
under agreements entered into between the Company and the Plan Trustees.
While the Company has not expressed any intent to terminate the Plan, it may do
so at its sole discretion. In the event the Plan is terminated, benefits
become fully vested and nonforfeitable and the assets of all participants'
accounts will be distributed to or for the benefit of the participants in
accordance with the Plan's provisions.
The following is a summary of significant accounting policies followed in
preparation of the Plan's financial statements:
Investments
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The investment in the Company's common stock is stated at market value at
December 31, 1993, 1992 and 1991, as determined by the closing quote on that
day on the New York Stock Exchange.
The Plan presents in the statement of changes in net assets available for plan
benefits the net appreciation or depreciation in the fair value of its
investments which consists of the realized gains or losses and the unrealized
appreciation or depreciation on those investments.
Dividend income is accrued on the ex-dividend date. Sales of investment are
recorded on a trade-date basis. Realized gains and losses are based on the
actual cost of securities.
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OREGON STEEL MILLS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
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1. Plan Description and Summary of Significant Accounting Policies:, Continued:
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Benefits to Former Participants
- -------------------------------
Benefits are accrued as a liability in the period the participant terminates.
A terminated participant may elect to defer the date benefits are distributed
to a date beyond age 65, but no later than April 1 following the calendar year
in which the participant attains age 70-1/2.
Federal Income Taxes
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The Plan has received a favorable determination from the Internal Revenue
Service as to the qualification of the Plan and exemption from federal income
taxes.
Expenses
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Administrative expenses of the Plan have been paid by the Company at its
election.
2. Significant Investments:
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During 1991, 1992 and 1993, the changes in shares of common stock of the
Company owned by the Plan were as follows:
December 31, 1990 4,384,074
Shares contributed by Oregon Steel Mills, Inc. 139,827
Shares sold or distributed in 1991 (1,464,472)
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December 31, 1991 3,059,429
Shares contributed by Oregon Steel Mills, Inc. 218,909
Shares sold or distributed in 1992 (283,183)
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December 31, 1992 2,995,155
Shares contributed by Oregon Steel Mills, Inc. 146,982
Shares sold or distributed in 1993 (383,085)
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December 31, 1993 2,759,052
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OREGON STEEL MILLS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
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2. Significant Investments, Continued:
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Shares are valued at a market price of $25.125 per share at December 31, 1993,
$25.50 at December 31, 1992 and $21.375 at December 31, 1991.
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SUPPLEMENTAL SCHEDULES
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OREGON STEEL MILLS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 30a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1993
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<CAPTION>
Number Decrease
of Inventory Fair in Fair
Shares Basis Value (1) Value Value (2)
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<S> <C> <C> <C> <C> <C>
Oregon Steel Mills, Inc. common stock (3) 2,759,052 $ 19,978,790 $ 70,117,115 $ 69,321,183 $ 795,932
<FN>
(1) Market value as of December 31, 1992 or market value at time of contribution if contributed subsequent to that date.
(2) Computed as the difference between fair value and inventory value.
(3) Represents party-in-interest investment.
</TABLE>
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OREGON STEEL MILLS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 30d - SCHEDULE OF REPORTABLE AND
PARTY-IN-INTEREST TRANSACTIONS
for the year ended December 31, 1993
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The following represents any transaction or series of transactions within the
Plan which involved an amount in excess of five percent of the December 31,
1992 current value of Plan assets, or any party-in-interest transactions:
Receipts:
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Amount
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Dividends deemed received from Oregon Steel Mills, Inc. (1) $ 1,626,641
Employer stock contribution from Oregon Steel Mills, Inc. (1) 754,000
Disbursements:
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Pass-through of dividends deemed received to participants 1,626,641
Benefits to participants 8,231,659
Transfer of assets to Oregon Steel Mills, Inc. Thrift Plan (1) 675,700
(1) Represents party-in-interest transaction.
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
the Oregon Steel Mills, Inc. Employee Stock Ownership Plan on Form S-8 (File No.
33-26739) of our report dated February 18, 1994, on our audits of the financial
statements and supplemental schedules of the Oregon Steel Mills, Inc. Employee
Stock Ownership Plan as of December 31, 1993, 1992 and 1991, and for the three
years then ended, which report in included in this Annual Report of Form 11-K.
COOPERS & LYBRAND
Portland, Oregon
March 18, 1994
