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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))
[ ] Definitive Consent 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)
Committee to Restore Shareholder Value at Oregon Steel Mills, Inc.
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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:
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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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Committee to Restore Shareholder Value at Oregon Steel Mills, Inc.
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TOP PROXY VOTING FIRMS RECOMMEND A VOTE FOR PROPOSALS TO
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RESTORE MANAGEMENT ACCOUNTABILITY
AT OREGON STEEL MILLS
ISS, Proxy Monitor Urge Shareholders to Vote FOR Proposals 1, 2, and 3 on the
GOLD Consent Card -- Cards Must be Received by February 22
February 7, 1998
Dear Fellow Shareholder:
We recently sent you a GOLD consent card in connection with our consent
solicitation seeking your support for three corporate governance proposals to
restore shareholder value and management accountability at Oregon Steel Mills,
Inc. (Ticker: OS). As you know, Oregon Steel shares have dramatically declined
in value over the last year, and the company has repeatedly failed to meet
analysts' earning estimates. However, rather than adopt our common-sense
corporate governance reforms as a sign that management is responsive to
shareholders' concerns, the company is now waging an expensive and unnecessary
campaign against our proposals. You may have already received the company's
revocation statement and white card, which we strongly urge you to discard.
In a rejection of the company's campaign, independent proxy voting firms and
institutional investors are supporting our effort to increase management
accountability at Oregon Steel, and urging a vote FOR the proposals on the GOLD
consent card:
. Institutional Shareholder Services (ISS), the top proxy voting service in
the United States representing more than 500 institutional investors, is
recommending that its clients vote for the proposals. ISS told its clients
that the proposals "reflect good governance practices...[and] should serve
to promote a dialogue between the company and shareholders regarding the
direction of Oregon Steel's governance structure" [Institutional
Shareholder Services, Oregon Steel Mills, Inc., February 5, 1998].
. Proxy Monitor, a leading provider of proxy research for institutional
investors, is urging its clients to vote for the proposals. Proxy Monitor
told its clients that the company is "open to legitimate criticism on the
score of corporate governance." [Proxy Monitor, Oregon Steel Mills, Inc.
January, 1999]
. The Crabbe Huson Group, an investment manager with over $5 billion in
assets, is co-sponsoring the proposals. Crabbe Huson owns 4.9% of OS
shares --or four times as many shares as Oregon Steel's executives and
directors combined.
. The New York City Employees' Retirement System, with over $100 billion in
assets, is voting FOR proposals 1, 2, and 3 on the GOLD consent card.
Why are these independent proxy voting firms and institutional investors
supporting our proposals? Because it is in the best interests of all
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shareholders to enact sensible corporate governance reforms that promote
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management accountability and shareholder value.
Committee to Restore Sharesholder Value at Oregon Steel Mills, Inc.
1429 G Street NW, Suite 245, Washington, DC 20005 Phone: 1-888-235-2465
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Committee to Restore Shareholder Value at Oregon Steel Mills, Inc.
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QUESTIONS AND ANSWERS FOR OREGON STEEL SHAREHOLDERS
Question: The company says in its materials that your consent solicitation is
really about the United Steelworkers of America labor dispute with Oregon Steel
Mills. Is that true?
The members of the Committee to Restore Shareholder Value at Oregon Steel Mills
own approximately 4.9% of outstanding Oregon Steel shares -- or four times as
many shares as Oregon Steel's executives and directors combined. In addition,
collectively-bargained funds of AFL-CIO affiliates beneficially own
approximately 800,000 shares of Oregon Steel shares. As shareholders of Oregon
Steel who have seen a substantial decline in the value of our investment, we
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believe the enactment of our corporate governance reforms offer an important
mechanism to restore shareholder value at the company. Independent proxy
voting firms, including ISS and Proxy Monitor, agree that these proposals are in
the best interests of shareholders.
In an attempt to distract shareholders' attention away from the company's poor
performance -- the substantial decline in the value of Oregon Steel shares, the
repeated failure of the company to meet analysts' earnings estimates, and the
inability of management to meet its own production and operating goals -- we
believe the company is mischaracterizing our efforts to enact sensible corporate
governance reforms at the company. As the company admits in its own proxy
materials, the Steelworkers are "not a member of the Committee" and are not
participants in the solicitation.
Question: The company says it may adopt a version of some of the proposals. Why
should I still vote for proposals 1, 2, and 3 on the GOLD consent card?
While the company claims that it is "considering" two bylaw amendments that
would adopt substantially weaker forms of two of our proposals (confidential
voting and shareholder approval of poison pills), the company admits in its
materials that it "has not determined whether any alternative or bylaw amendment
will be adopted and the Company is under no legal obligation to adopt any bylaw
amendment." Moreover, the company admits that a vote against our proposals "may
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influence the Board's decision not to adopt" the company's proposed
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alternatives. A strong vote by shareholders for our proposals is the most
important step you can take to ensure that our company enacts these corporate
governance reforms.
More importantly, the company has rejected our proposal to destagger the board
of directors and institute annual elections for all directors. We believe
annual election of directors is essential to restore management accountability
at the company, and is a critical step toward focusing the company on enhancing
shareholder value.
Vote for Proposals 1, 2 and 3 On the Enclosed GOLD Consent Card by FEBRUARY 22
The members of the Committee to Restore Shareholder Value at Oregon Steel Mills,
Inc. (the "Committee") are The Crabbe Huson Group, Inc, (beneficially owns
1,281,700 shares of common stock of Oregon Steel Mills, Inc. ("Shares") or
4.97%), the Amalgamated Bank of New York LongView MidCap 400 Index Fund (730
Shares or .003%), and the American Federation of Labor and Congress of
Industrial Organizations (0 Shares). Each Committee member is a participant in
the consent solicitation (the "Solicitation"). Additional participants in the
solicitation (whose ownership, if any, is in parentheses) are: William Patterson
(265 Shares), Damon Silvers, Chris Bohner, Beth Young, Susan Dundon, Chris
Wallace, Brandon Rees, Dianne Wood, Dieter Waizenegger, Marc Bayard, Shawn
Wooden, Ed Keyser, and Joshua Mason, all of whom are employees of the American
Federation of Labor and Congress of Industrial Organizations.
Committee to Restore Sharesholder Value at Oregon Steel Mills, Inc.
1429 G Street NW, Suite 245, Washington, DC 20005 Phone: 1-888-235-2465
