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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:
[_] Preliminary Consent Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Consent Statement
[_] 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)
Committee to Restore Shareholders 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(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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Notes:
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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 GOLD 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 February 1, 1999 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 members of the Committee are The Crabbe Huson Group, Inc. ("Crabbe
Huson"), the Amalgamated Bank of New York LongView MidCap 400 Index Fund (the
"LongView MidCap Fund") and the American Federation of Labor and Congress of
Industrial Organizations (the "AFL-CIO"). For further discussion, see "Certain
Information About the Committee"-- "Certain Relationships."
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" (such provision is referred to herein as the "Shareholder Approval
Bylaw") and (b) any amendment to or repeal of the Shareholder Approval Bylaw;
and (3) add a provision to the Bylaws (x) establishing confidential proxy voting
(such provision is referred to herein as the "Confidential Voting Bylaw") and
(y) requiring prior approval by holders of a majority of the Shares of any
amendment to or repeal of 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 GOLD 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 GOLD Consent Card for such
shares and will do
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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 GOLD Consent Card.
IF YOU HAVE ANY QUESTIONS ABOUT GIVING YOUR CONSENT OR REQUIRE ASSISTANCE,
PLEASE CONTACT THE COMMITTEE AT (888) 235-2465.
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 between 1993 and 1997, while the S&P Steel Index has appreciated
approximately 7.5% over the same period. In addition, the Company's share
price declined 44% between January 1, 1998 and December 31, 1998, reaching
an historic low of $9 7/16 per share on August 31, 1998.
. The Company has repeatedly failed to meet analysts' expectations. In
1998, the Company delivered negative earnings surprises in each quarter. In
the most recent quarter ending December 31, 1998, earnings trailed Wall
Street analysts' consensus earnings forecast by $8.8 million dollars, or
$0.34 per share.
. The Company's standing in the credit markets has deteriorated. On
February 12, 1998, Standard & Poor's placed the Company on CreditWatch with
negative implications, from which the Company was removed on November 6,
1998. 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 Committee acknowledges that
there is an association between the decline in the Company's performance
described above and the pendency of the
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labor dispute described below under "Certain Information About the Committee"--
"Certain Relationships."
Although the issues are not free from debate, 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 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 GOLD 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. The Committee believes that the Company's classified Board of
Directors is an anti-takeover device that neither adds shareholder value nor is
needed to protect the interests of shareholders.
Under the Bylaws, in addition to the fact that each director stands for
election once every three years, Shareholders are only permitted to remove a
director "for cause." The Company's "for cause" removal provision and its
classified Board of Directors have the
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combined effect of increasing the likelihood that directors will serve long
tenures regardless of the views of Shareholders. The National Association of
Corporate Directors' Blue Ribbon Commission on Director Professionalism's Report
has explicitly rejected "the notion of directorships as lifetime sinecures . . .
. [C]ircumstances change, and boards should anticipate and respond to company
changes." (1996, consent of the author not obtained).
Commentators have disagreed as to the relative advantages and disadvantages
of declassifying boards of directors. However, while declassifying the Board of
Directors would enable an insurgent to acquire control of the Board of Directors
through a single election of directors, the Committee believes that any concerns
arising therefrom are outweighed by the beneficial consideration that 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.
2. REQUIRE PRIOR SHAREHOLDER APPROVAL OF POISON PILLS
(Item 2 on GOLD 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.
Generally, a poison pill is an anti-takeover device that effectively
prevents a change in control of a company without the approval of its board of
directors. Triggering a poison pill causes substantial dilution to a bidder
that attempts to acquire a company on terms not
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approved by the board of directors. 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's publication, "Does
Shareholder Activism Make a Difference?" (1994, consent of the author not
obtained), "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."
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 (1991, consent of the authors not obtained), 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."
In certain circumstances, the absence of a poison pill may give a board of
directors less bargaining power, thereby making it more difficult to avert a
hostile tender offer. Nevertheless, the Committee believes that such concerns
are substantially outweighed here by the following two considerations: (i) the
Proposal, if adopted, would allow for the approval of a reasonable poison pill
by Shareholders (which may be more difficult to propose at the time of an
unsolicited bid), and (ii) the absence of a poison pill would permit potential
investors in the Company to make their offer directly to Shareholders, without
being forced to negotiate an acquisition with the Board of Directors. The
Committee believes that 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 GOLD 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
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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. While the
Committee is not currently aware of any instance in which the Company has
misused such information, the Committee nonetheless believes that Company access
to shareholder voting may have chilling effects that cannot easily be
quantified. In any event, the Committee believes that confidential voting is a
sound governance policy that will ensure that all Shareholders have an effective
voice in important decisions affecting the Company.
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.
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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. To the knowledge of the Committee, as of the date hereof, the Board
of Directors of the Company has not set a record date for this consent
solicitation.
On December 15, 1998, a Consent Card executed by Crabbe Huson (the "Crabbe
Huson Consent") setting forth the actions to be taken pursuant to this consent
solicitation and dated December 14, 1998 was delivered to the Company at its
principal executive offices at 1000 SW Broadway, Portland, Oregon. The
Committee believed that delivery of the Crabbe Huson Consent established a
record date of December 14, 1998 (the "Old Record Date") for this consent
solicitation. The Company has challenged the validity of the Crabbe Huson
Consent, and asserts that the delivery on December 30, 1998 of the next
delivered Consent Card established that date as the record date for this consent
solicitation.
Without waiving any rights, in the interest of avoiding delay and
uncertainty, the Committee has decided to rely on the Company's determination
that December 30, 1998 (the "New Record Date") is the record date for this
consent solicitation. Accordingly, persons owning Shares on December 30, 1998
are entitled to give Consents pursuant to this consent solicitation.
EFFECT OF NEW RECORD DATE ON THE VALIDITY OF EXECUTED AND RETURNED GOLD CONSENT
CARDS
The Committee believes that signed, dated and delivered GOLD Consent Cards
are valid even if dated before December 30, 1998, assuming that such Consent
Cards (a) are signed by persons who are record holders of Shares as of December
30, 1998, (b) are delivered to the Company within 60 days of the earliest-dated
Consent delivered to the Company and (c) meet other requirements of Delaware
law. However, to avoid any risk of the Company disputing the validity of such
GOLD Consent Cards, the Committee urges all persons holding Shares on the New
Record Date to sign, date and return GOLD Consent Cards in favor of the
Proposals, regardless of whether they have already executed and returned a GOLD
Consent Card.
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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. As of the date hereof, the earliest-dated Consent delivered to
the Company is dated December 24, 1998. Therefore, assuming no earlier-dated
Consent is delivered to the Company, the Proposals will not be effective unless
unrevoked Consents representing a majority of Shares are delivered to the
Company on or before February 22, 1999.
According to the Company's Preliminary Consent Revocation Statement dated
January 27, 1999, as of the New Record Date, 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 GOLD 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 GOLD 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
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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 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 ABOUT THE COMMITTEE
The Committee has been formed to conduct this Consent Solicitation. Except
for the activities of certain of its individual members as discussed below under
the subheading "Certain Relationships," the Committee has not conducted any
unrelated activities since its organization.
COMMITTEE MEMBERS
The members of the Committee are Crabbe Huson, the LongView MidCap Fund and
the AFL-CIO. Crabbe Huson beneficially owns 1,281,700 Shares (or 4.97%), and
the LongView MidCap Fund, a tax exempt, non-registered index fund provided by
the Amalgamated Bank of New York (the "Amalgamated Bank"), beneficially owns 730
Shares (or .003%). 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,
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Ed Keyser, Joshua Mason 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. William
Patterson beneficially owns 265 Shares (or .001%).
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 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 are 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. The 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.
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The USWA is currently involved in a labor dispute with RMSM in connection
with its steel mill in Pueblo, Colorado (the "Pueblo Mill"). On October 3,
1997, workers represented by the USWA at the Pueblo Mill went on strike. The
striking workers made an unconditional return to work offer as of January 1,
1998, but RMSM has not permitted most of the striking workers to return to work.
On February 27, 1998, the Denver office of the National Labor Relations Board
issued unfair labor practice charges against RMSM for, among other things,
failing to bargain in good faith and failing to reinstate the striking workers.
Those charges are currently being litigated before an administrative law judge.
At the USWA's request, the AFL-CIO has added the Company, Wells Fargo Bank
("Wells Fargo"), a lender to the Company, and Norwest Corporation, which merged
with Wells Fargo on November 2, 1998, 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 vice-presidents of the AFL-CIO. However, the
USWA is not a member of the Committee, nor is it 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,
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
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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 GOLD Consent Card
are first being made available to Shareholders on or about February 1, 1999.
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 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
$35,000.
* * *
YOUR CONSENT IS IMPORTANT. PLEASE SIGN, DATE AND MAIL THE ENCLOSED GOLD
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 (888) 235-2465.
Dated: January 29, 1999
THE COMMITTEE TO RESTORE
SHAREHOLDER VALUE AT OREGON
STEEL MILLS, INC.
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SCHEDULE I
CERTAIN VOTING SECURITIES AND PRINCIPAL OWNERS THEREOF
The following table sets forth as of January 29, 1999, 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>
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Name and Address Amount and Nature Percentage of
of Beneficial Owner of Beneficial Common Stock
- ------------------- ------------
Ownership
---------
- ---------------------------------------------------------------------------
<S> <C> <C>
First Pacific Advisors, Inc. (1) 2,704,600 10.5%
11400 West Olympic Boulevard,
Suite 1200, Los Angeles, CA 90064
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Scudder Kemper Investments, Inc. (2) 2,311,500 9.0%
345 Park Avenue
New York, New York 10154
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Oregon Steel Mills, Inc. (3) 1,933,228 7.5%
Employee Stock Ownership Plan
Trust
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.
<PAGE>
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) *
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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 313,024 (5) 1.2%
officers as a group (18 persons)
- --------------------------------------------------------------------------
</TABLE>
_______________
* Less than 1% of the outstanding Common Stock.
(1) Member of the Board of Directors.
(2) Named executive officer.
<PAGE>
(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.
<PAGE>
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
----------------------
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
------
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
-------------------------------------
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.
19. Removal. A director may only be removed from office for cause by
-------
a vote of shareholders holding a majority of the outstanding shares entitled to
vote at the election of directors. In case any one or more directors be so
removed, new directors may be elected by the shareholders at the same meeting.
The Board of Directors may declare vacant the office of a director in either of
the following cases: (a) If the director is declared of unsound
<PAGE>
mind by an order of the court or finally convicted of a felony; (b) If within 60
days after written notice of the director's election, the director does not
accept the office either in writing or by attending a meeting of the Board of
Directors and fulfill such other requirements of qualification, if any, as the
Bylaws may from time to time specify.
42(c). Notices. The Secretary shall give such notices as may be required
-------
by law or the Bylaws. The Corporate Secretary shall cause to be prepared and
filed the statement 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.
<PAGE>
EXHIBIT B
CERTAIN EXCERPTS FROM THE RESTATED CERTIFICATE OF
INCORPORATION OF OREGON STEEL MILLS, INC.
FIFTH:
-----
(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 new bylaws may be adopted, by this Corporation's Board of Directors.
TENTH: The Corporation reserves the right to amend and repeal any
-----
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.
<PAGE>
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:_______________________, 199_
<PAGE>
____________________________________
Signature
____________________________________
Signature, if held jointly
____________________________________
Title or Authority, if applicable
VOTES MUST BE INDICATED BY
MARKING THE APPROPRIATE BOX
("[ ]") ABOVE IN BLACK OR BLUE INK
ORDER FOR YOUR CONSENT TO BE VALID, IT MUST BE DATED. PLEASE SIGN, DATE AND
RETURN THIS CONSENT IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
