<PAGE>
<PAGE>
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, 1994
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
---------------------
L. Ray Adams, Trustee
March 29, 1995
<PAGE>
<PAGE>
OREGON STEEL MILLS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
____________
REPORT ON AUDITS OF FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
for the three years in the period
ended December 31, 1994
<PAGE>
<PAGE>
OREGON STEEL MILLS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
TABLE OF CONTENTS
PAGE
Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available for Plan Benefits at
December 31, 1994, 1993 and 1992 4
Statements of Changes in Net Assets Available for Plan
Benefits for the three years in the period ended
December 31, 1994 5
Notes to Financial Statements 6
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment Purposes
at December 31, 1994 9
Item 27d - Schedule of Reportable and Party-in-Interest
Transactions for the year ended December 31, 1994 10
<PAGE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
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 (the
Plan) as of December 31, 1994, 1993 and 1992 and the related statements of
changes in net assets available for plan benefits for each of the three years
in the period ended December 31, 1994. 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, 1994, 1993 and 1992, and the changes in net assets available for
plan benefits for each of the three years in the period ended December 31, 1994,
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, 1994 are presented for
<PAGE>
<PAGE>
the purpose of additional analysis and are not a required part of the basic
financial 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, 1994 and, in our opinion,
are fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
COOPERS & LYBRAND L.L.P.
Portland, Oregon
February 7, 1995
<PAGE>
<PAGE>
OREGON STEEL MILLS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1994, 1993 and 1992
1994 1993 1992
ASSETS
Investment in Oregon Steel Mills, Inc.
common stock $37,616,626 $69,321,183 $76,376,454
Cash 30,483 36,308 29,064
Employer contribution receivable 736,000 750,000 3,500,000
---------- ---------- ----------
Total assets 38,383,109 70,107,491 79,905,518
---------- ---------- ----------
LIABILITIES
Dividend checks outstanding 6,235 17,735 9,217
---------- ---------- ----------
Total liabilities 6,235 17,735 9,217
---------- ---------- ----------
Net assets available for plan benefits $38,376,874 $70,089,756 $79,896,301
========== ========== ==========
The accompanying notes are an integral part of the financial statements.
<PAGE>
<PAGE>
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, 1994
1994 1993 1992
Additions to net assets attributed to:
Investment income:
Net appreciation of investments $12,341,814
Dividends deemed received $ 1,459,264 $ 1,626,641 1,719,413
Interest income 469 187 749
Employer contribution 737,672 754,000 3,502,000
---------- ---------- ----------
Total additions 2,197,405 2,380,828 17,563,976
---------- ---------- ----------
Deductions from net assets attributed to:
Net depreciation of investments 24,872,202 1,644,855
Benefits distributed to participants 7,491,865 8,240,177 6,025,179
Transfer of assets to the Oregon Steel
Mills, Inc. Thrift Plan 86,956 675,700 426,537
Pass-through of dividends deemed
received 1,459,264 1,626,641 1,719,413
---------- ---------- ----------
Total deductions 33,910,287 12,187,373 8,171,129
---------- ---------- ----------
Net additions (deductions) (31,712,882) (9,806,545) 9,392,847
Net assets available for plan benefits:
Beginning of year 70,089,756 79,896,301 70,503,454
---------- ---------- ----------
End of year $38,376,874 $70,089,756 $79,896,301
=========== ========== ==========
The accompanying notes are an integral part of the financial statements.
<PAGE>
<PAGE>
OREGON STEEL MILLS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The following description of the Oregon Steel Mills, Inc. (the Company)
Employee Stock Ownership Plan (the Plan) 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
The Plan, established by the Company on November 27, 1980 and as amended
and restated effective January 1, 1994, 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 newly issued 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.
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 Plan was amended effective January 1, 1990 to
allow participants who are fully vested and who have attained the
<PAGE>
<PAGE>
OREGON STEEL MILLS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
PLAN DESCRIPTION, CONTINUED
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
The investment in the Company's common stock is stated at market value at
December 31, 1994, 1993 and 1992, 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.
<PAGE>
<PAGE>
OREGON STEEL MILLS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
1. PLAN DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
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
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
Administrative expenses of the Plan have been paid by the Company at its
election.
2. INVESTMENT IN OREGON STEEL MILLS, INC. COMMON STOCK:
During 1992, 1993 and 1994, the changes in shares of common stock of the
Company owned by the Plan were as follows:
December 31, 1991 3,059,429
Shares contributed by Oregon Steel Mills, Inc. 218,909
Shares sold or distributed in 1992 (283,183)
---------
December 31, 1992 2,995,155
Shares contributed by Oregon Steel Mills, Inc. 146,982
Shares sold or distributed in 1993 (383,085)
---------
December 31, 1993 2,759,052
Shares contributed by Oregon Steel Mills, Inc. 29,852
Shares sold or distributed in 1994 (381,440)
---------
December 31, 1994 2,407,464
=========
Shares are valued at a market price of $15.625 per share at December 31, 1994,
$25.125 per share at December 31, 1993 and $25.50 per share at December 31,
1992.
<PAGE>
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
<PAGE>
<TABLE>
OREGON STEEL MILLS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1994
<CAPTION>
NUMBER DECREASE
OF INVENTORY FAIR IN FAIR
SHARES BASIS VALUE(1) VALUE VALUE(2)
------ ----- --------- ----- --------
<S> <C> <C> <C> <C> <C>
Oregon Steel Mills, Inc.
common stock (3) 2,407,464 $20,447,192 $60,493,967 $37,616,626 $22,877,341
<FN>
(1) Market value as of December 31, 1993 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.
</FN>
</TABLE>
<PAGE>
<PAGE>
OREGON STEEL MILLS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27D - SCHEDULE OF REPORTABLE AND
PARTY-IN-INTEREST TRANSACTIONS
for the year ended December 31, 1994
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, 1993
current value of Plan assets, or any party-in-interest transactions:
RECEIPTS: AMOUNT
-------- ------
Dividends deemed received from Oregon Steel Mills, Inc. (1) $1,459,264
Employer stock contribution from Oregon Steel Mills, Inc. (1) 737,672
DISBURSEMENTS:
-------------
Pass-through of dividends deemed received by participants (1) 1,459,264
Benefits to participants (1) 7,503,365
Transfer of assets to Oregon Steel Mills, Inc. Thrift Plan (1) 86,956
(1) Represents party-in-interest transaction.
<PAGE>
<PAGE>
<PAGE>
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
the Oregon Steel Mills, Inc. Employees Stock Ownership Plan on Form S-8 (File
No. 33-26739) of our report dated February 7, 1995, on our audits of the
financial statements and supplemental schedules of the Oregon Steel Mills, Inc.
Employee Stock Ownership Plan as of December 31, 1994, 1993, and 1992, and for
the years then ended, which report is included in this Annual Report of Form 11-
K.
Coopers & Lybrand L.L.P.
Portland, Oregon
March 20, 1995
