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
OREGON STEEL MILLS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 94-0506370
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(State of incorporation or (IRS Employer Identification No.)
organization)
1000 SW Broadway, Suite 2200,
Portland, Oregon 97205
(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:
% First Mortgage Notes due 2003
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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-3 (Registration No. 333-02355-01) as filed
with the Securities and Exchange Commission (the "Commission") by the
Registrant on April 8, 1996, which is filed as Exhibit 4.2 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 Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 of the
Registrant's Registration Statement on Form S-1, as
amended, filed September 22, 1993 (Registration No.
33-67326))
3.2 Amended Bylaws (incorporated by reference to Exhibit 3.2
of the Registrant's Annual Report on Form 10-K for the
year ended December 28, 1994)
4.1 Form of __% First Mortgage Notes due 2003
4.2 The Registrant's Registration Statement on Form S-3
(Registration No. 333-02355-01) 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.
OREGON STEEL MILLS, INC.
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(Registrant)
By: THOMAS B. BOKLUND
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Thomas B. Boklund
Chairman 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 Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 of the
Registrant's Registration Statement on Form S-1, as
amended, filed September 22, 1993 (Registration No. 33-
67326))
3.2 Amended Bylaws (incorporated by reference to Exhibit 3.2
of the Registrant's Annual Report on Form 10-K for the
year ended December 28, 1994)
4.1 Form of __% First Mortgage Notes due 2003
4.2 The Registrant's Registration Statement on Form S-3
(Registration No. 333-02355-01) as filed with the
Commission on April 8, 1996 and incorporated herein by
reference
EXHIBIT 4.1
[LEGEND FOR INCLUSION IN GLOBAL SECURITIES-- THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A
NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE
OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR
BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY.] [LEGEND FOR INCLUSION IF THE
DEPOSITORY TRUST COMPANY IS THE DEPOSITARY-- UNLESS THIS SECURITY IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION, TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
OREGON STEEL MILLS, INC.
___% FIRST MORTGAGE NOTE DUE 2003
No. _______ $_______
Oregon Steel Mills, Inc., a corporation incorporated under the
laws of the State of Delaware (herein called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to _______________ or
registered assigns, the principal sum of _______________ Dollars on June
__, 2003, at the office or agency of the Company referred to below, and to
pay interest thereon on June __ and December __ (each, an "Interest Payment
Date") in each year, commencing on June __, 1996, accruing from the most
recent Interest Payment Date to which interest has been paid or duly
provided for or, if no interest has been paid or duly provided for, from
__, 1996 at the rate of __% per annum, until the principal hereof and
premium, if any, hereon is paid or duly provided for. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months.
The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will be paid to the person in whose name this
Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, which shall be
May __ or November __ (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date (each a "Regular Record Date").
Any such interest not so punctually paid or duly provided for, together
with interest, to the extent lawful, on such defaulted interest at the rate
borne by the Securities, shall forthwith cease to be payable to the Holder
on such Regular Record Date, and may be paid to the person in whose name
this Security (or one or more Predecessor Securities) is registered at the
close of business on a special record date for the payment of such
defaulted interest to be fixed by the Company, notice of which shall be
given to Holders of Securities not less than 15 days prior to such special
record date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in such Indenture.
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Payment of the principal of, premium, if any, and interest on this
Security will be made at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan in The City of New York, or at
such other office or agency of the Company as may be maintained for such
purpose, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts;
provided, however, that payment of interest may be made at the option of
the Company by check mailed to the address of the person entitled thereto
as such address shall appear on the Securities register maintained by the
Registrar.
Reference is hereby made to the further provisions of this
Security set forth on the reverse of this Security or on the subsequent
pages of this Security, as the case may be.
Unless the certificate of authentication hereon has been duly
executed by the Trustee referred to on the reverse hereof by manual
signature, this Security shall not be entitled to any benefit under the
Indenture, or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
Dated:
[Seal] OREGON STEEL MILLS, INC.
Attest: By:
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Name: Name:
Title: Title:
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION.
This is one of the Securities referred to in the within-mentioned
Indenture.
CHEMICAL BANK, as Trustee
By:
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Authorized Officer*
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* If Chemical Bank is not serving as Trustee the reference to "Authorized
Officer" may be changed to "Authorized Signatory".
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(Reverse of Security)
1. Indenture. This Security is one of a duly authorized issue of
Securities of the Company designated as its __% First Mortgage Notes due
2003, limited (except as otherwise provided in the Indenture referred to
below) in aggregate principal amount to $235,000,000, issued under an
indenture (which Indenture, together with all indentures supplemental
thereto, are hereinafter called the "Indenture") dated as of June __, 1996,
among the Company, Chemical Bank, as trustee (herein called the "Trustee",
which term includes any successor Trustee under the Indenture), New CF&I,
Inc., a Delaware corporation, and CF&I Steel, L.P., a Delaware limited
partnership, to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights,
limitations of rights, duties, obligations and immunities thereunder of the
Company, the Trustee, the Guarantors and the Holders of the Securities, and
of the terms upon which the Securities are, and are to be, authenticated
and delivered.
All terms used in this Security which are defined in the Indenture
and not otherwise defined herein shall have the meanings assigned to them
in the Indenture.
No reference herein to the Indenture and no provisions of this
Security, the Guarantee or of the Indenture shall alter or impair the
obligation of the Company or any Guarantor, which is absolute and
unconditional, to pay the principal of, premium, if any, and interest on
this Security at the times, place and rate, and in the coin or currency,
herein prescribed.
2. Redemption.
(a) Optional Redemption. The Securities are subject to redemption,
at the option of the Company, as a whole or in part, in principal amounts
of $1,000 or any integral multiple of $1,000, at any time on or after June
__, 2000, on not less than 30 nor more than 60 days' prior written notice as
provided in the Indenture, at the following Redemption Prices (expressed as
percentages of the principal amount), if redeemed during the 12-month
period beginning June __ of the years indicated below:
Redemption
Year Price
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2000...................... __%
2001...................... __%
2002 and thereafter....... 100.00%
, plus, in each case, accrued and unpaid interest to the Redemption Date,
all as provided in the Indenture.
(b) Interest Payments. In the case of any redemption of
Securities, interest installments whose Stated Maturity is on or prior to
the Redemption Date will be payable to the Holders of such Securities, or
one or more Predecessor Securities, of record at the close of business on
the relevant record date referred to on the face hereof. Securities (or
portions thereof) for whose redemption and payment provision is made in
accordance with the Indenture shall cease to bear interest from and after
the Redemption Date.
(c) Partial Redemption. In the event of redemption of this
Security in part only, a new Security or Securities for the unredeemed
portion hereof shall be issued in the name of the Holder hereof upon the
cancellation hereof.
3. Guarantees; Collateral. This Security is entitled to certain
Guarantees made for the benefit of the Holders, as set forth in this
Security and in the Indenture. This Security and such Guarantees are also
entitled to the benefits of certain Collateral pledged as security therefor
as provided in the Indenture and the Security Documents.
4. Offers to Purchase. Sections 4.12 and 4.13 of the Indenture
provide that upon the occurrence of a Change of Control and following
certain Asset Sales, and subject to further conditions and limitations
contained
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therein, the Company shall make an offer to purchase certain amounts of the
Securities in accordance with the procedures set forth in the Indenture.
5. Defaults and Remedies. If an Event of Default shall occur and
be continuing, the principal of, premium, if any, and interest on all of
the outstanding Securities may be declared due and payable in the manner
and with the effect provided in the Indenture.
6. Defeasance. The Indenture contains provisions (which provisions
apply to this Security) for (i) defeasance at any time of (a) the entire
indebtedness of the Company and the Guarantors under this Security and (b)
certain restrictive covenants, in each case upon compliance by the Company
with certain conditions set forth therein and (ii) the termination of the
Company's and the Guarantors' obligations (subject to certain exceptions)
under the Indenture.
7. Amendments and Waivers. The Indenture permits, with certain
exceptions as therein provided, the amendment and the modification of the
rights and obligations of the Company and the Guarantors and the rights of
the Holders under the Indenture, the Securities, the Guarantees, the
Intercreditor Agreement, and the Security Documents at any time by the
Company, the Guarantors and the Trustee with the consent of the Holders of
not less than a majority in aggregate principal amount of the Securities at
the time outstanding. The Indenture also contains provisions permitting the
Holders of specified percentages in aggregate principal amount of the
Securities at the time outstanding, on behalf of the Holders of all the
Securities, to waive compliance by the Company and the Guarantors with
certain provisions of, and to waive certain past defaults under, the
Indenture, the Securities, the Guarantees, the Intercreditor Agreement and
the Security Documents and their consequences. Any such consent or waiver
by or on behalf of the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and
of any Security issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
or waiver is made upon this Security.
8. Denominations, Transfer and Exchange. The Securities are
issuable only in registered form without coupons in denominations of $1,000
and any integral multiple thereof. As provided in the Indenture and subject
to certain limitations therein set forth, the Securities are exchangeable
for a like aggregate principal amount of Securities of different authorized
denominations, as requested by the Holder surrendering the same.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable on the
Security register of the Company, upon surrender of this Security for
registration of transfer at the office or agency of the Company maintained
for such purpose in the Borough of Manhattan in The City of New York or at
such other office or agency of the Company as may be maintained for such
purpose, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
No service charge shall be made for any registration of transfer
or exchange or redemption or repurchase of Securities, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
9. Persons Deemed Owners. Prior to and at the time of due
presentment of this Security for registration of transfer, the Company, the
Guarantors, the Trustee and any agent of the Company, the Guarantors, or
the Trustee may treat the person in whose name this Security is registered
as the owner hereof for all purposes, whether or not this Security shall be
overdue, and neither the Company, the Guarantors, the Trustee nor any agent
shall be affected by notice to the contrary.
10. Abbreviations. Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (= tenants in common ), TENANT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A
(= Uniform Gifts to Minors Act).
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11. Governing Law. This Security shall be governed by and
construed in accordance with the laws of the State of New York, without
regard to conflicts of law principles.
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OPTION OF HOLDER TO ELECT PURCHASE
If you wish to have this Security purchased by the Company
pursuant to Section 4.12 or 4.13 of the Indenture, check the appropriate
box:
Section 4.12 [ ]
Section 4.13 [ ]
If you wish to have a portion of this Security purchased by the
Company pursuant to Section 4.12 or 4.13 of the Indenture, state the amount
(must be $1,000 or an integral multiple of $1,000):
$__________
Date: _____________
Your Signature: _____________________________
(Sign exactly as your name
appears on the face of this
Security)
Signature Guarantee: _____________________________
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