UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) July 30, 1998
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OREGON STEEL MILLS, INC.
State of Delaware 1-9887 94-0506370
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File No.) Identification No.)
1000 SW Broadway, PO Box 5368, Portland, Oregon 97205
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(Address of principal executive offices) (Zip Code)
(503) 223-9228
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name and former address and former fiscal year, if changed since last
report)
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ITEM 5. OTHER EVENTS.
On July 30, 1998, the Board of Directors of Oregon Steel Mills, Inc., a Delaware
corporation ("Company") approved an amendment to the Company's Bylaws
("Amendment") which, among other things, requires advance notice of any
stockholder proposals or director nominations to be presented at the Annual
Meeting of Stockholders. The advance notice provision does not apply to (i)
stockholder proposals which are included in the Company's proxy materials
(including stockholder proposals included pursuant to Securities and Exchange
Commission Rule 14a-8), or (ii) stockholder proposals or director nominations
presented by the Board of Directors.
The Amendment requires that notice must be received at least 120 days, but not
more than 150 days, prior to the anniversary date of the proxy statement for the
preceding year's Annual Meeting of Stockholders. The notice must contain certain
information relating to the stockholder proposal or director nomination and the
stockholder making the proposal or director nomination. If notice is not given
in accordance with the Amendment or if the stockholder proposal is not a proper
matter for stockholder action under Delaware law, then the proposal will not be
considered at the Annual Meeting of Stockholders. In addition, a director
nomination will not be considered if notice is not given in accordance with the
Amendment. In order to be considered at the 1999 Annual Meeting of Stockholders,
written notice of a stockholder proposal or director nomination must contain the
information required by the Amendment and must be received by the Company no
later than November 13, 1998 and no earlier than October 14, 1998.
A copy of the Amendment is attached as Exhibit 3.3.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
(c) Exhibits
3.3. Amendment to Bylaws of the Company.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: September 18, 1998
OREGON STEEL MILLS, INC.
By /s/ L. Ray Adams
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L. Ray Adams
Vice President of Finance and
Chief Financial Officer
EXHIBIT 3.3
AMENDMENT TO
BYLAWS OF OREGON STEEL MILLS, INC.
(AS AMENDED AND RESTATED APRIL 29, 1993)
AMENDMENT ADOPTED JULY 30, 1998
[The following provisions are added to Paragraph 1 of the Bylaws:]
1.1 Business To Be Conducted At Annual Meeting. At an annual meeting of
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stockholders, only such business shall be conducted as shall have been brought
before the meeting (i) pursuant to the corporation's notice of the meeting, (ii)
by or at the direction of the Board (or any duly organized committee thereof),
or (iii) by any stockholder of the corporation who is a stockholder of record on
the date of giving of the notice provided for in this Section 1.1 and on the
record date for the determination of stockholders entitled to vote at such
meeting and who has complied with the notice procedures set forth in this
Section 1.1.
1.1.1 In addition to any other applicable requirements,
including but not limited to rules promulgated by the Securities and Exchange
Commission, for business to be properly brought before an annual meeting by a
stockholder, such business must be a proper matter for stockholder action under
the general corporation law of the state of Delaware and the proposing
stockholder must have given timely notice in proper written form to the
Secretary, which notice is not withdrawn by such stockholder at or prior to such
annual meeting.
1.1.2 To be timely, a stockholder's notice must be received by
the Secretary at the principal executive offices of the corporation, not less
than 120 days nor more than 150 days prior to the first anniversary date of the
proxy statement for the preceding year's annual meeting of stockholders;
PROVIDED, HOWEVER, that in the event that the annual meeting is called for a
date that is not within 30 days before or after the anniversary date of the
previous year's annual meeting, notice by the stockholder in order to be timely
must be received not less than a reasonable time, as determined by the Board of
Directors, prior to the date of the annual meeting.
1.1.3 To be in proper written form, such stockholder's notice
must set forth as to each matter the stockholder proposes to bring before the
annual meeting (i) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business at such
meeting; (ii) the name and address, as they appear on the corporation's books,
of the stockholder proposing such business, and the name and address of the
beneficial owner, if any, on whose behalf the proposal is made; (iii) the class,
series and the number of shares of the corporation's stock which are
beneficially owned by such stockholder, and the beneficial owner, if any, on
whose behalf the proposal is made; (iv) a description of all arrangements or
understandings between such stockholder or beneficial owner and any other person
or persons (including their names) in connection with the proposal of such
business by such stockholder or beneficial owner and any material interest of
the stockholder, and of the beneficial owner, if any, on whose behalf the
proposal is made, in such business; and (v) a representation that such
stockholder or beneficial owner intends to appear in person or by proxy at the
annual meeting to bring such business before the meeting.
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1.1.4 Notwithstanding anything in these Bylaws to the
contrary, no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this Section 1.1. The Board of
Directors will determine, in its sole discretion, whether a stockholder has
complied with the provisions of this Section 1.1.
1.2. Nomination of Directors. Only persons who are nominated in accordance with
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the following procedures shall be eligible for election as directors of the
corporation, except as may be otherwise expressly provided in the Certificate of
Incorporation of the corporation with respect to the right of holders of
preferred stock of the corporation to nominate and elect a specified number of
directors in certain circumstances. Nominations of persons for election to the
Board may be made at any annual meeting of stockholder: (i) by or at the
direction of the Board (or any duly authorized committee thereof) or (ii) by any
stockholder of the corporation who is a stockholder of record on the date of the
giving of the notice provided for in this Section 1.2 and on the record date for
the determination of stockholders entitled to vote at such meeting and who
complies with the notice procedures set forth in this Section 1.2.
1.2.1 In addition to any other applicable requirements, for a
nomination to be made by a stockholder, such stockholder must have given timely
notice thereof in proper written form to the Secretary of the corporation.
1.2.2 To be timely, a stockholder's notice must be received by
the Secretary at the principal executive offices of the corporation, not less
than 120 days nor more than 150 days prior to the first anniversary date of the
proxy statement for the preceding year's annual meeting of stockholders;
PROVIDED, HOWEVER, that in the event that the annual meeting is called for a
date that is not within 30 days before or after the anniversary date of the
previous year's annual meeting, notice by the stockholder in order to be timely
must be received not less than a reasonable time, as determined by the Board of
Directors, prior to the date of the annual meeting.
1.2.3 To be in proper written form, a stockholder's notice to
the Secretary must set forth (i) as to each person whom the stockholder proposes
to nominate for election as a director (A) the name, age, business address and
residence address of the person, (B) the principal occupation or employment of
the person, (C) the class, series and the number of shares of capital stock of
the corporation which are owned beneficially or of record by the person and (D)
any other information relating to the person that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant to
Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations promulgated thereunder; and (ii) as to the
stockholder giving the notice or the beneficial owner on whose behalf the
nomination is made, (A) the name and address of such stockholder as they appear
on the corporation's books, (B) the class or series and the number of shares of
the corporation's stock which are beneficially owned by such stockholder or
beneficial owner, (C) a description of all arrangements or understandings
between such stockholder or beneficial owner and each proposed nominee and any
other person or persons (including their names) pursuant to which the
nomination(s) are to be made by such stockholder or beneficial owner, (D) a
representation that such stockholder or beneficial owner intends to appear in
person or by proxy at the meeting to nominate the persons named in its notice,
and (E) any other information relating to such stockholder or beneficial owner
that would be required to be disclosed in a proxy statement or other filings
required to be made in
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connection with solicitations of proxies for election of directors pursuant to
Section 14 of the Exchange Act and the rules and regulations promulgated
thereunder. Such notice must be accompanied by a written consent of each
proposed nominee to being named as a nominee and to serve as a director if
elected.
1.2.4 No person shall be eligible for election as a director
of the corporation unless nominated in accordance with the procedures set forth
in this Section 1.2. The Board of Directors will determine, in its sole
discretion, whether a stockholder has complied with the provisions of this
Section 1.2.
1.3. Rules of Conduct. The Board of Directors of the corporation shall be
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entitled to make such rules or regulations for the conduct of meetings of
stockholders as it shall deem necessary, appropriate or convenient. Subject to
such rules and regulations of the Board, if any, the chairman of the meeting
shall have the right and authority to prescribe such rules, regulations and
procedures and to do all such acts as, in the judgment of such chairman, are
necessary, appropriate or convenient for the proper conduct of the meeting,
including, without limitation, establishing an agenda or order of business for
the meeting, rules and procedures for maintaining order at the meeting and the
safety of those present, limitations on participation in such meeting to
stockholders of record of the corporation and their duly authorized and
constituted proxies, and such other persons as the chairman shall permit,
restrictions on entry to the meeting after the time fixed for the commencement
thereof, limitations on the time allotted to questions or comments by
participants and regulation of the opening and closing of the polls for
balloting on matters which are to be voted on by ballot. Unless, and to the
extent, determined by the Board or the chairman of the meeting, meetings of
stockholders shall not be required to be held in accordance with rules of
parliamentary procedure.
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