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SCHEDULE 14A INFORMATION
Consent Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
<TABLE>
<CAPTION>
<S> <C>
[X] Preliminary Consent Statement [ ] Confidential, for Use of the
Commission Only (as permitted by Rule 14a-
6(e)(2))
[ ] Definitive Consent Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
</TABLE>
Oregon Steel Mills, Inc.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Committee to Restore Shareholder Value at Oregon Steel Mills, Inc.
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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CONSENT SOLICITATION STATEMENT OF THE COMMITTEE TO
RESTORE SHAREHOLDER VALUE AT OREGON STEEL MILLS, INC.
This Consent Solicitation Statement and the accompanying [COLOR] Consent
Card are being furnished to holders (the "Shareholders") of outstanding common
stock, par value $.01 per share (the "Common Stock"; shares thereof are referred
to herein as the "Shares"), of Oregon Steel Mills, Inc., a Delaware corporation
(the "Company"), on or about ________, 1998 by the Committee to Restore
Shareholder Value at Oregon Steel Mills, Inc. (the "Committee") in connection
with the solicitation of written consents ("Consents") of the Shareholders to
enact the advisory proposals listed below (the "Proposals"). The Proposals
request that the Company enact corporate governance reforms designed to promote
shareholder value and management accountability at the Company.
The Proposals request that the Company take the necessary steps to (1)
declassify the board of directors of the Company (the "Board of Directors"); (2)
add a provision to the Company's bylaws (the "Bylaws") requiring prior approval
by holders of a majority of the Shares of (a) any shareholder rights plan or
"poison pill" and (b) any amendment to or repeal of the Shareholder Approval
Bylaw (such provision is referred to herein as the "Shareholder Approval
Bylaw"); and (3) add a provision to the Bylaws (x) establishing confidential
proxy voting and (y) requiring prior approval by holders of a majority of the
Shares of any amendment to or repeal of the Confidential Voting Bylaw (such
provision is referred to herein as the "Confidential Voting Bylaw").
BECAUSE A CONSENT TO AN ACTION IS EFFECTIVE ONLY IF THE COMPANY RECEIVES
EXECUTED CONSENTS FROM THE HOLDERS OF A MAJORITY OF THE SHARES OF THE COMPANY,
YOUR FAILURE TO EXECUTE A CONSENT HAS THE SAME EFFECT AS VOTING AGAINST THE
PROPOSALS.
YOUR CONSENT IS IMPORTANT. NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN,
PLEASE HELP US TO IMPROVE SHAREHOLDER VALUE BY MARKING, SIGNING AND DATING THE
ENCLOSED [COLOR] CONSENT CARD AND MAILING IT IN THE ENCLOSED POSTAGE-PAID
ENVELOPE PROMPTLY.
If any of your Shares are held in the name of a brokerage firm, bank, bank
nominee or other institution, only it can execute the [COLOR] Consent Card for
such shares and will do so only upon receipt of your specific instructions.
Accordingly, you are asked to contact the person responsible for your account
and instruct that person to execute the [COLOR] Consent Card.
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IF YOU HAVE ANY QUESTIONS ABOUT GIVING YOUR CONSENT OR REQUIRE ASSISTANCE,
PLEASE CONTACT THE COMMITTEE AT (___) ___-____.
REASONS FOR THE SOLICITATION
The Committee believes that the Company's poor performance requires the
adoption of corporate governance reforms designed to promote shareholder value
and increase management accountability. Expanding the role of Shareholders in
the governance of the Company is especially important in light of the Company's
disappointing results:
. Over the last five years, the performance of the Company's stock has
substantially lagged behind the S&P Steel Index. According to the Company's
definitive Proxy Statement dated March 13, 1998, the Company's shareholders
have seen approximately a 2.6% decrease in the value of their holdings over
the last five years, while the S&P Steel Index has appreciated
approximately 7.5% over the same period. In addition, over the last year
the price of the Company's shares has declined approximately 65%, reaching
an historic low of $9 7/16 per share (the closing price on August 31,
1998).
. The Company's financial performance has substantially deteriorated over the
past year. According to the Company's most recent filing on Form 10-Q, net
income in the second quarter of 1998 was 43% lower than net income in the
second quarter of 1997. In addition, over the last four quarters, net
income at the Company totaled $3.2 million, compared to $28.4 million for
the previous four quarters.
. The Company's standing in the credit markets has deteriorated. On February
12, 1998, the Company was placed on CreditWatch with negative implications
by Standard & Poor's, and, according to the Company's most recent filing on
Form 10-K, the Company has twice been forced to renegotiate a loan
agreement with its bank lenders in the past year (on December 11, 1997 and
February 17, 1998).
In light of these facts, the Committee believes that the Company would
strongly benefit from instituting basic corporate governance reforms that
promote greater accountability to Shareholders.
The Proposals (described below) are recognized by institutional investors
and corporate governance experts as basic elements of good corporate governance.
The Committee believes that the Proposals, if adopted, will cause the Company's
management
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and directors to better focus on the central goal of restoring shareholder value
at the Company.
THE COMMITTEE RECOMMENDS THAT YOU CONSENT TO EACH OF THE PROPOSALS.
THE PROPOSALS
1. DECLASSIFY THE BOARD OF DIRECTORS
(Item 1 on [COLOR] Consent Card)
SHAREHOLDERS ARE ASKED TO CONSIDER AND VOTE UPON A RESOLUTION TO DECLASSIFY THE
BOARD OF DIRECTORS
RESOLVED, that the shareholders of Oregon Steel Mills, Inc. (the "Company")
urge the Company's board of directors (the "Board") to take the necessary steps
to declassify the Board for the purpose of director elections, whereby all
directors would be elected annually and not by classes. The Board shall be
declassified in a manner that does not affect the unexpired terms of directors
previously elected.
SUPPORTING STATEMENT
Currently, the Board of Directors is divided into three classes of
directors serving staggered three-year terms. The election of directors by
classes minimizes accountability and precludes the full exercise of the rights
of Shareholders to approve or disapprove annually the performance of a director
or directors. Annual election of all directors to the Board of Directors will
promote a culture of responsiveness and dynamism at the Company, qualities
necessary to meet the challenge of increasing shareholder value.
Based on information in the Company's most recent proxy statement, the
average director has served on the Board of Directors for over a decade. In
addition, two individuals have occupied seats on the Board of Directors for over
20 years. The National Association of Corporate Directors' Blue Ribbon
Commission on Director Professionalism has explicitly rejected "the notion of
directorships as lifetime sinecures . . . . [C]ircumstances change, and boards
should anticipate and respond to company changes."
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2. REQUIRE PRIOR SHAREHOLDER APPROVAL OF POISON PILLS
(Item 2 on [COLOR] Consent Card)
SHAREHOLDERS ARE ASKED TO CONSIDER AND VOTE UPON A RESOLUTION TO REQUIRE PRIOR
SHAREHOLDER APPROVAL OF POISON PILLS
RESOLVED, that the shareholders of Oregon Steel Mills, Inc. (the
"Company") urge the Company's Board of Directors to add a provision to the
bylaws of the Company (the "Bylaws") requiring the prior approval by holders of
a majority of the outstanding shares of the Company's common stock (the
"Shares") of (a) any shareholder rights plan or "poison pill" (such provision of
the Bylaws is referred to herein as the "Shareholder Approval Bylaw"), and (b)
any amendment to or repeal of the Shareholder Approval Bylaw.
SUPPORTING STATEMENT
Given the relatively depressed Company stock price, the Committee believes
that the Board of Directors may attempt to erect anti-takeover devices to the
detriment of the Company's Shareholders. A forward-looking provision requiring
shareholder approval of any shareholder rights plan or poison pill would ensure
that shareholders have a voice in any such decision.
The Council of Institutional Investors (the "CII"), an organization of over
100 pension funds with over $1 trillion in assets, has called for shareholder
approval of poison pills as part of its Shareholder Bill of Rights. According
to the CII, "share values of firms with poison pills are lower, on average, than
those of firms without pills" and such firms "are significantly less likely to
exhibit outstanding long-term performance relative to industry peers with less
restrictive governance structures."
In addition, the Committee is concerned that the adoption of a poison pill
could have the effect of entrenching current management, thereby reducing the
accountability of the Board of Directors to Shareholders. As corporate
governance experts Nell Minow and Robert Monks note in their book Power and
Accountability, poison pills "amount to major de facto shifts of voting rights
away from shareholders to management. . . .They give target boards of directors
absolute veto power over any proposed business combination, no matter how
beneficial it might be for the shareholders."
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Shareholders, as owners of the Company, should have the right to decide
what is a fair price for their ownership stake. Directors and managers, who
serve at the pleasure of the shareholders, should not usurp this right without
prior shareholder authorization.
3. ESTABLISH CONFIDENTIAL VOTING
(Item 3 on [COLOR] Consent Card)
SHAREHOLDERS ARE ASKED TO CONSIDER AND VOTE UPON A RESOLUTION TO ESTABLISH
CONFIDENTIAL VOTING
RESOLVED, that the shareholders of Oregon Steel Mills, Inc. (the
"Company") urge the Company's Board of Directors to amend the Company's bylaws
to (a) add a provision requiring that all proxies, ballots and voting
tabulations that identify how a shareholder has voted are to be kept
confidential (such provision is referred to herein as the "Confidential Voting
Bylaw"), and (b) require the prior approval by holders of a majority of the
Company's outstanding common stock of any amendment to or repeal of the
Confidential Voting Bylaw.
SUPPORTING STATEMENT
The secret ballot is fundamental to the proper enfranchisement of
Shareholders and will enhance shareholder value by guaranteeing the free
exercise of ownership rights. Confidential voting is a basic corporate
governance policy endorsed by the CII and other advocates of good corporate
governance.
Both institutional shareholders who have business relationships with the
Company and the Company's employee shareholders have valuable perspectives on
issues relating to the Company's performance. Accordingly, it is important that
such shareholders feel free to vote in whatever way they believe will best
enhance shareholder value. At present, both the Company's management and the
Board of Directors have access to information regarding the voting practices of
Shareholders, exposing Shareholders to possible retaliation. For this reason,
confidential voting will ensure that all Shareholders have an effective voice
in important decisions affecting the Company.
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CONSENT PROCEDURE
Section 228 of the Delaware General Corporation Law (the "DGCL") states
that, unless otherwise provided in the certificate of incorporation, any action
that may be taken at any annual or special meeting of shareholders may be taken
without a meeting, without prior notice and without a vote, if a consent or
consents in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted, and those consents
are delivered to the corporation by delivery to its registered office in
Delaware, its principal place of business or an officer or agent of the
corporation having custody of the books in which proceedings of meetings of
shareholders are recorded. The Company's Restated Certificate of Incorporation
does not prohibit or restrict shareholder action by written consent. If the
Proposals are adopted pursuant to the consent procedure, prompt notice must be
given by the Company pursuant to Section 228(d) of the DGCL to those
Shareholders who have not executed Consents.
RECORD DATE FOR THIS CONSENT SOLICITATION
Section 213(b) of the DGCL provides that if no record date has been fixed
by the board of directors, the record date for determining shareholders entitled
to consent to corporate action in writing without a meeting, when no prior
action by the board of directors is required, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the corporation by delivery to its registered office in Delaware,
its principal place of business or an officer or agent of the corporation having
custody of the books in which proceedings of meetings of the shareholders are
recorded. As of the date hereof, no Consents have been delivered by the
Committee to the Company.
VOTING RIGHTS AND PROCEDURES
The Proposals will become effective when properly completed, unrevoked
Consents are (a) signed by the holders of record, as of the record date, of a
majority of the Shares then outstanding and (b) the requisite Consents are
delivered to the Company within 60 days of the earliest-dated Consent delivered
to the Company.
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According to the Company's filing on Form 10-Q for the quarterly period
ended June 30, 1998, as of July 31, 1998, 25,776,804 Shares were outstanding and
entitled to vote. The Committee believes that the Shares are the only
outstanding class of securities of the Company entitled to act by written
consent. Each Share is entitled to one vote. Accordingly, written Consents by
holders representing at least 12,888,403 Shares will be required to approve and
adopt each of the Proposals.
If any of your Shares are held in the name of a brokerage firm, bank, bank
nominee or other institution, only it can execute the [COLOR] Consent Card for
such Shares and will do so only upon receipt of your specific instructions.
Accordingly, you are asked to contact the person responsible for your account
and instruct that person to execute the [COLOR] Consent Card.
For information regarding the persons believed to be the beneficial owners
of more than 5% of the Company's Common Stock, see Schedule I, annexed hereto.
For information regarding the amounts of the Company's Common Stock owned by the
Company's directors, five most highly compensated executive officers and all
directors and officers as a group, see Schedule II, annexed hereto.
REVOCATION OF CONSENTS
You may revoke your Consent at any time by (a) marking, dating, signing and
delivering a written revocation (a "Written Revocation"), or (b) delivering a
later-dated Consent Card (a "Later-Dated Consent Card") voting against the
Proposals. A Written Revocation may be in any written form validly signed by
the record holder as long as it clearly states that the Consent previously given
is no longer effective. The delivery of a Later-Dated Consent Card which is
properly completed will constitute a revocation of any earlier Consent. Any
revocation of a Consent, by delivery of a Written Revocation or a Later-Dated
Consent Card, will not affect any action taken pursuant to your Consent prior to
such revocation.
The Written Revocation or Later-Dated Consent Card may be delivered either
to the Committee to Restore Shareholder Value at Oregon Steel Mills, Inc. at
1429 G Street NW, Suite 245, Washington, DC 20005, or to Oregon Steel Mills,
Inc. at 1000 SW Broadway Building, Suite 2200, Portland, Oregon 97205 or any
other address provided by the Company. Although a revocation is effective if
delivered to the Company, the Committee requests that either the original or
photostatic copies of all Written Revocations and Later-Dated Consents be mailed
or delivered to the Committee at the address set forth above, so
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that the Committee will be aware of all revocations and can more accurately
determine if and when the requisite Consents to the actions described herein
have been received.
CERTAIN INFORMATION CONCERNING THE COMMITTEE
The Committee has been formed to conduct this Consent Solicitation and has
not conducted any unrelated activities since its organization.
COMMITTEE MEMBERS
The members of the Committee are The Crabbe Huson Group, Inc. ("Crabbe
Huson"), Amalgamated Bank of New York ("Amalgamated Bank"), and the American
Federation of Labor and Congress of Industrial Organizations (the "AFL-CIO").
Crabbe Huson beneficially owns 1,281,700 Shares (or 4.97%), and Amalgamated Bank
beneficially owns 730 Shares (or .00003%). The Shares beneficially owned by
Amalgamated Bank are held in the LongView MidCap 400 Index Fund, a tax exempt,
non-registered index fund provided by the Amalgamated Bank as one of the
services offered by its Pension Trust Investment Management Department. The
Amalgamated Bank is a commercial bank chartered by the State of New York in
1923.
Subject to the discussion below under the sub-heading "Certain
Relationships," the AFL-CIO does not currently beneficially own any Shares.
However, as of September 1, 1998, collectively-bargained benefit funds,
including Affiliate Union Pension Funds (defined below) and Public Pension Funds
(defined below), beneficially owned approximately 802,700 Shares.
Each Committee member is a "participant" in this Consent Solicitation under
Item 4 of Reg. 240.14a-101 promulgated pursuant to the Securities Exchange Act
of 1934, as amended (the "Act"). William Patterson, Damon Silvers, Chris Bohner,
Beth Young, Susan Dundon, Chris Wallace, Brandon Rees, Dianne Wood, Dieter
Waizenegger, Marc Bayard and Shawn Wooden, each of whom is an employee of the
AFL-CIO, may also be deemed to be "participants" in this Consent Solicitation
under Item 4 of Reg. 240.14a-101 promulgated pursuant to the Act.
CERTAIN RELATIONSHIPS
The AFL-CIO is a national federation of trade unions (each, an "Affiliate
Union") representing over 13 million members. The AFL-CIO is financially
supported by the
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payment of dues from Affiliate Unions; dues are calculated according to each
Affiliate Union's employee-membership.
The Office of Investment, a department of the AFL-CIO, provides research
and assistance in support of shareholder advocacy and corporate governance
initiatives by collectively-bargained benefit funds, including multiemployer and
union staff benefit funds sponsored by Affiliate Unions ("Affiliate Union
Pension Funds"), and state, county and municipal government benefit funds whose
beneficiaries include public employees and retirees covered by collective-
bargaining agreements between employers and Affiliate Unions ("Public Pension
Funds"). The mission of the Office of Investment is to enhance the retirement
security of Affiliate Union members and pension fund beneficiaries by working to
ensure that plan assets are managed in beneficiaries' best interests.
The AFL-CIO's Office of Investment also provides research and support to
investment managers, institutional investors, and investment professionals that
provide asset management and other services to Affiliate Union Pension Funds
and Public Pension Funds. Amalgamated Bank and Crabbe Huson manage assets for
numerous Public Pension Funds and Affiliate Union Pension Funds.
Affiliate Unions engage in organizing and collective-bargaining activities
at a wide variety of companies in the private and public sector. According to
data from the Federal Mediation and Conciliation Service, since 1990,
approximately 145,000 collective-bargaining agreements have been negotiated with
companies in the private sector. The AFL-CIO routinely provides research and
assistance to Affiliate Unions in support of their collective-bargaining
activities.
The United Steelworkers of America (the "USWA"), an Affiliate Union, is a
collective-bargaining representative of employees at steel mills located
throughout the United States, including employees of Rocky Mountain Steel Mills
(formerly CF&I Steel, L.P.) ("RMSM"), a majority-owned subsidiary of the
Company.
The USWA is currently involved in a labor dispute with RMSM in connection
with its steel mill in Pueblo, Colorado. At the USWA's request, the AFL-CIO has
added the Company and Wells Fargo Bank, a lender to the Company, to the AFL-
CIO's National Boycott List, which is a list of company boycotts endorsed by the
AFL-CIO after such boycotts have been initiated by one or more Affiliate Unions.
The AFL-CIO has provided research and assistance to the USWA in support of its
collective-bargaining activities relating to the Company. The current
president of the USWA also serves as one of 51 non-employee
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vice-presidents of the AFL-CIO. However, the USWA is not a "participant" in this
Consent Solicitation under Item 4 of Reg. 240.14a-101 promulgated pursuant to
the Act.
Except as set forth in this Consent Solicitation Statement or in the
Schedules hereto, to the best knowledge of the Committee, none of the Committee,
any of the participants in this Consent Solicitation, or any associate of any of
the foregoing persons owns beneficially, directly or indirectly, any securities
of the Company.
INFORMATION ABOUT THE COMPANY
The Company's principal executive offices are located at 1000 SW Broadway
Building, Suite 2200, Portland, Oregon 97205 and its telephone number at that
address is (503) 223-9228. The information concerning the Company contained in
this Consent Solicitation Statement and the attachments hereto has been taken
from or based upon publicly available reports, proxy statements and other
documents on file with the Securities and Exchange Commission ("SEC") and other
public sources. Such reports, proxy statements and other documents on file with
the SEC may be inspected without charge at public reference facilities
maintained by the SEC office at 450 Fifth Street, N.W., Washington, D.C. 20549.
Copies may be obtained from the SEC on payment of the SEC's prescribed rates
through the SEC's Public Reference Section by writing to its principal office at
450 Fifth Street, N.W., Washington, D.C. 20549. Although the Committee does not
have any knowledge that would indicate that any statement contained herein based
upon such reports, proxy statements and other documents is untrue, the Committee
does not take any responsibility for the accuracy or completeness of the
information contained in such reports, proxy statements and other documents, or
for any failure by the Company or any of its subsidiaries to disclose events
that may affect the significance or accuracy of any such information.
GENERAL INFORMATION
This Consent Solicitation Statement and the accompanying [COLOR] Consent
Card are first being made available to Shareholders on or about ________, 1998.
Executed Consent Cards will be solicited by mail, advertisement, electronic mail
and the Internet, telephone, telecopier and in person. Solicitation will be
made by members of the Committee and those employees, agents or persons
authorized to act on their behalf, none of whom will receive additional
compensation for such solicitation.
Consents will be solicited from individuals, brokers, banks, bank nominees
and other institutional holders. The Committee has requested banks, brokerage
houses and other
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custodians, nominees and fiduciaries to forward all solicitation materials to
the beneficial owners of the Shares such persons and institutions hold of
record. The Committee will reimburse these record holders for their reasonable
out-of-pocket expenses.
The Committee will bear all costs in connection with its solicitation of
Consents and will not seek reimbursement of the costs of the solicitation from
the Company. Costs incidental to this solicitation, including expenditures for
printing, postage, legal and related expenses are expected to be approximately
$________.
* * *
YOUR CONSENT IS IMPORTANT. PLEASE SIGN, DATE AND MAIL THE ENCLOSED [COLOR]
CONSENT CARD PROMPTLY IN THE POSTAGE-PAID ENVELOPE PROVIDED. IF YOU HAVE ANY
QUESTIONS ABOUT GIVING YOUR CONSENT OR REQUIRE ASSISTANCE, PLEASE CONTACT THE
COMMITTEE AT (___) ___-____.
Dated: October 19, 1998
THE COMMITTEE TO RESTORE
SHAREHOLDER VALUE AT OREGON
STEEL MILLS, INC.
11
<PAGE>
SCHEDULE I
CERTAIN VOTING SECURITIES AND PRINCIPAL OWNERS THEREOF
The following table sets forth as of October 19, 1998, the name of each
person who, based on publicly available information, beneficially owns more than
5% of the Shares outstanding at such date, the number of Shares owned by each
such person and the percentage of the outstanding Shares represented thereby.
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percentage of
of Beneficial Owner Beneficial Ownership Common Stock
- - -----------------------------------------------------------------------------------------
<S> <C> <C>
First Pacific Advisors, Inc. (1)
11400 West Olympic Boulevard, Suite 2,704,600 10.5%
1200, Los Angeles, CA 90064
- - -----------------------------------------------------------------------------------------
Scudder Kemper Investments, Inc. (2)
345 Park Avenue 2,311,500 9.0%
New York, New York 10154
- - -----------------------------------------------------------------------------------------
Oregon Steel Mills, Inc. (3)
Employee Stock Ownership Plan Trust 1,933,228 7.5%
1000 SW Broadway, Suite 2200
Portland, Oregon 97205
- - -----------------------------------------------------------------------------------------
</TABLE>
(1) Based on information obtained from an Amendment #1 to Schedule 13G dated
March 10, 1998, filed by First Pacific Advisors, Inc. ("First Pacific")
with the SEC. According to the Schedule 13G, as amended, First Pacific has
the shared power to dispose of 2,704,600 shares and the shared power to
vote 813,800 shares.
(2) Based on information obtained from an Amendment #4 to Schedule 13G dated
February 12, 1998, filed by Scudder Kemper Investments, Inc. ("Scudder")
with the SEC. According to the Schedule 13G, as amended, Scudder has the
sole power to dispose of 2,311,500 shares and the sole and shared power to
vote 1,669,100 and 151,400 shares, respectively.
(3) Based on information obtained from the Company's definitive Proxy Statement
dated March 13, 1998.
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SCHEDULE II
SHARES HELD BY THE COMPANY'S DIRECTORS
AND EXECUTIVE OFFICERS
The following table sets forth information contained in the Company's
definitive Proxy Statement dated March 13, 1998, regarding the beneficial
ownership of Shares by each director and the five most highly compensated
executive officers of the Company, and all directors and officers as a group, as
of January 31, 1998.
<TABLE>
<CAPTION>
Name of Amount and Nature of Percentage of
Beneficial Owner Beneficial Ownership Common Stock
- - -----------------------------------------------------------------------------------------
<S> <C> <C>
Thomas B. Boklund (1)(2) 79,770 (3) *
- - -----------------------------------------------------------------------------------------
L. Ray Adams (2) 3,556 (4) *
- - -----------------------------------------------------------------------------------------
Joe E. Corvin (1)(2) 31,820 (3) *
- - -----------------------------------------------------------------------------------------
C. Lee Emerson (1) 87,810 *
- - -----------------------------------------------------------------------------------------
V. Neil Fulton (1) 6,568 (4) *
- - -----------------------------------------------------------------------------------------
Edward C. Gendron (1) 2,000 *
- - -----------------------------------------------------------------------------------------
Richard J. Kasten (2) 12,989 (4) *
- - -----------------------------------------------------------------------------------------
Robert W. Keener (1) 1,000 *
- - -----------------------------------------------------------------------------------------
Richard G. Landis (1) 5,600 *
- - -----------------------------------------------------------------------------------------
James A. Maggetti (1) 7,000 *
- - -----------------------------------------------------------------------------------------
Steven M. Rowan (2) 19,802 (3) *
- - -----------------------------------------------------------------------------------------
John A. Sproul (1) 2,000 *
- - -----------------------------------------------------------------------------------------
George J. Stathakis (1) 2,000 *
- - -----------------------------------------------------------------------------------------
William Swindells (1) 5,000 *
- - -----------------------------------------------------------------------------------------
All directors and executive
officers as a group (18 persons) 313,024 (5) 1.2%
- - -----------------------------------------------------------------------------------------
</TABLE>
- - --------------
* Less than 1% of the outstanding Common Stock.
(1) Member of the Board of Directors.
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(2) Named executive officer.
(3) All Shares are held by the Oregon Steel Mills, Inc. Employee Stock
Ownership Plan Trust (the "ESOP") for Messrs. Boklund, Corvin and Rowan.
Participants in the ESOP have the power to vote these Shares under the terms of
the ESOP, but they do not have investment power with respect to such Shares.
(4) Includes 1,056 Shares, 773 Shares and 12,589 Shares held by the ESOP for
the accounts of Messrs. Adams, Fulton, and Kasten, respectively. Under the terms
of the ESOP, Messrs. Adams, Fulton and Kasten have the power to vote these
Shares, but they do not have investment power with respect to such Shares.
(5) Includes 186,854 Shares held by the ESOP for the accounts as to which,
under the terms of the ESOP, the respective beneficial owners have the power to
direct the vote, but do not have investment power, with respect to such Shares.
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EXHIBIT A
SELECTED BYLAWS OF OREGON STEEL MILLS, INC.
9. Voting. At every meeting of the shareholders, every person in whose
------
name shares entitled to vote stand on the stock records of the corporation on
the date fixed for closing the books against transfers, or the record date fixed
for the determination of the shareholders entitled to vote at such meeting or,
if there be no such date so fixed, then on the day three days prior to the
meeting, shall be entitled to one vote for each of said shares. Upon the demand
of any shareholder made before the voting begins, the election of directors
shall be by ballot.
12. Action Without Meeting. The solicitation of written consents from
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shareholders in lieu of a shareholder meeting is appropriate authorization of
corporate action whenever it appears that a convened meeting of the shareholders
is not required by the Certificate of Incorporation of the Corporation, the
Bylaws of the Corporation or the Rules or Guidelines of any Stock Exchange on
which the Corporation has listed its stock or securities. In addition, prior to
such solicitation of written consents in lieu of a shareholder meeting, the
Board of Directors must obtain the review and approval of any Stock Exchange on
which its stock or securities are listed. If permission to solicit written
consents of the shareholders is granted by such Stock Exchange, then such action
may be taken if authorized by a writing signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and filed with the Secretary of the
corporation.
16. Number. The authorized number of directors which shall constitute the
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whole Board shall not be less than three (3) nor more than twelve (12). The
Board shall consist of nine (9) directors and the number shall remain nine (9)
unless changed from time to time by resolution of the Board of Directors or by
the Shareholders at any annual or special meeting.
18. Election - Term of Office - Vacancies. The directors shall be elected
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by the shareholders at the annual meeting of the shareholders. Each director
shall be elected to serve until the third annual meeting following his or her
election in accordance with the Restated Certificate of Incorporation and until
his or her successor shall be elected and qualified. Vacancies in the Board of
Directors may be filled by a majority of the remaining directors, though less
than a quorum, or by a sole remaining director, and each director so elected
shall hold office until the director's successor is elected and qualified. The
shareholders may elect a director or directors to fill any vacancy or vacancies
not filled by the directors.
42(c). Notices. The Secretary shall give such notices as may be required
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by law or the Bylaws. The Corporate Secretary shall cause to be prepared and
filed the statement
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of corporate officers and designation of agent for service of process required
to be filed with the California Secretary of State pursuant to Section 3301 of
the California Corporation Code.
53. Bylaws may be adopted, amended, or repealed by the vote or written
consent of shareholders entitled to exercise a majority of the voting power, or,
except as otherwise provided by these Bylaws or by law, by the affirmative vote
of a majority of the directors then in office given at any regular or special
meeting of the Board of Directors.
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EXHIBIT B
CERTAIN EXCERPTS FROM THE RESTATED CERTIFICATE OF
INCORPORATION OF OREGON STEEL MILLS, INC.
FIFTH:
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(1) The number of directors constituting the entire Board of Directors
shall be not less than three (3) nor more than twelve (12) as fixed from time to
time by vote of a majority of the entire Board, provided, however, that the
number of directors shall not be reduced so as to shorten the term of any
director.
(2) Commencing with the Annual Meeting of Stockholders held in 1988,
the Board of Directors of this Corporation shall be divided into three classes:
Class A, Class B and Class C. Each Class shall consist, as nearly as reasonably
possible, of one-third (1/3) of the total authorized number of directors
constituting the Board of Directors. Class A directors elected at the 1988
Annual Meeting of Stockholders shall serve initially until the next annual
meting following their election (1989); Class B directors elected at the 1988
Annual Meeting of the Stockholders shall serve initially until the second annual
meeting following their election (1990); and Class C directors elected at the
1988 Annual Meeting of Stock holders shall serve initially until the third
annual meeting following their election (1991). Any vacancies in the Board of
Directors for any reason, and any directorships resulting from any increase in
the number of directors, may be filled by the Board of Directors, acting by a
majority of the directors then in office, although less than a quorum, and any
directors so chosen shall hold office until the next election of the class for
which such directors shall have been chosen and until their successors shall be
elected and qualified. Subject to the foregoing, at each Annual Meeting of
Stockholders, the successors to the class of directors whose term shall then
expire shall be elected to hold office for a term expiring at the third
succeeding annual meeting.
SIXTH: The Bylaws of this Corporation may be amended or repealed, or
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new bylaws may be adopted, by this Corporation's Board of Directors.
TENTH: The Corporation reserves the right to amend and repeal any
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provision contained in this Restated Certificate of Incorporation, and to take
other corporate action to the extent and in the manner now or hereafter
permitted or prescribed by the laws of the State of Delaware. All rights herein
conferred are granted subject to this reservation.
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CONSENT CARD
THIS CONSENT IS SOLICITED ON BEHALF OF
THE COMMITTEE TO RESTORE SHAREHOLDER VALUE
AT OREGON STEEL MILLS, INC.
The undersigned hereby acknowledges receipt of the Consent Solicitation
Statement of the Committee to Restore Shareholder Value at Oregon Steel Mills,
Inc. and consents, with respect to all of the common stock of Oregon Steel
Mills, Inc. held by the undersigned, to the adoption of each of the proposals
set forth herein as such proposals are defined in the Consent Solicitation
Statement without a meeting of the shareholders of the Company.
1. SHAREHOLDERS ARE ASKED TO CONSIDER AND VOTE UPON THE RESOLUTION TO
DECLASSIFY THE BOARD OF DIRECTORS
[ ] CONSENT [ ] WITHHOLD CONSENT [ ] ABSTAIN
2. SHAREHOLDERS ARE ASKED TO CONSIDER AND VOTE UPON THE RESOLUTION TO REQUIRE
SHAREHOLDER APPROVAL OF POISON PILLS
[ ] CONSENT [ ] WITHHOLD CONSENT [ ] ABSTAIN
3. SHAREHOLDERS ARE ASKED TO CONSIDER AND VOTE UPON THE RESOLUTION TO
ESTABLISH CONFIDENTIAL VOTING
[ ] CONSENT [ ] WITHHOLD CONSENT [ ] ABSTAIN
IN THE ABSENCE OF "WITHHOLD CONSENT" OR "ABSTAIN" BEING INDICATED ABOVE, THE
UNDERSIGNED HEREBY CONSENTS TO EACH OF THE ABOVE PROPOSALS
The signature on this Consent should correspond
exactly with the shareholder's name as printed on
the shareholder's stock certificate(s) or on the
label affixed hereto. In the case of joint
tenancies, co-executors, or co-trustees, both
should sign. Persons signing as Attorney,
Executor, Administrator, Trustee or Guardian
should give their full title.
DATED:_______________________, 1998
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Signature
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Signature, if held jointly
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Title or Authority, if applicable
VOTES MUST BE INDICATED BY MARKING THE APPROPRIATE
BOX ("[ ]") ABOVE IN BLACK OR BLUE INK
IN ORDER FOR YOUR CONSENT TO BE VALID, IT MUST BE DATED. PLEASE SIGN, DATE AND
RETURN THIS CONSENT IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
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