SCHEDULE 14A INFORMATION
Solicitation Prior to Furnishing Required Proxy Statement Pursuant to
Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement (Consent Revocation Statement)
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
OREGON STEEL MILLS, INC.
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(Name of Registrant as Specified In Its Charter)
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(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.: ______________________
(3) Filing Party: ______________________________________________________
(4) Date Filed: ________________________________________________________
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FORM OF MEMORANDUM
[OREGON STEEL MILLS, INC]
[NAPA PIPE
an Oregon Steel Mills company]
Memo To: All Employees Date: February 15, 1999
Copies To: From:
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Subject: Employee Mail & Telephone Solicitation
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A group calling itself the Committee for Shareholder Value has recently mailed
information to many of our shareholder employees asking them to consent to the
adoption of three committee-sponsored proposals. It is important for you to know
that this committee consists of the Crabbe Huson Group, Inc., Amalgamated Bank
of New York and the AFL-CIO. The AFL-CIO group, in an effort to make it appear
that they speak for other shareholders, is calling itself a "Committee" of
shareholders. We believe that these proposals are part of an on-going United
Steelworkers of America ("Union") campaign directed at Oregon Steel Mills.
Many of our employees are receiving calls regarding the AFL/CIO, (Committee to
Restore Shareholder Value), consent solicitation. The Company has filed a
response to the Consent Solicitation, which is called a Revocation Statement.
The AFL/CIO solicitation contains a GOLD CARD, which has three boxes to check:
o Consent - which means you consent to the AFL/CIO proposals.
o Withhold consent - which means you don't consent to the AFL/CIO proposals.
o Abstain - which means what it says.
An additional option is to throw the Gold Card away which has the same effect as
withholding consent.
The Company's Revocation Statement contains a WHITE CARD, which has two options:
o Revoke Consent - which should be checked if a previous consent was given
and you have changed your mind.
o Do not revoke consent.
Additionally, signing and dating the WHITE CARD without checking boxes has the
effect of revoking any previously filed consents.
The Board of Directors of Oregon Steel Mills opposes each of the AFL-CIO
proposals and recommends that you do not sign the gold consent card or any other
forms which may be sent to you by the AFL-CIO group. If you have any questions
regarding the mailing, the Company's position, or the nature of the proposals,
please call the Investor Relation's office at (503) 240-5226.
