SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 23, 1999
OREGON STEEL MILLS, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-9887 94-0506370
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(Commission File Number) (IRS Employer Identification No.)
1000 SW Broadway, PO Box 5368, Portland, OR 97205
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (503) 223-9228
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Item 5. Other Events.
On December 23, 1999, the Board of Directors of Oregon Steel Mills,
Inc. (the "Corporation") declared a dividend distribution of one preferred stock
purchase right (a "Right") for each outstanding share of Common Stock, $0.01 par
value per share (the "Common Stock"), of the Corporation held by stockholders of
record on January 12, 2000 (the "Record Date"). Each Right entitles the
registered holder to purchase from the Corporation one one-thousandth (1/1000)
of a share of preferred stock of the Corporation, designated as Participating
Preferred Stock (the "Preferred Stock") at a price of $42.00 per one
one-thousandth (1/1,000) of a share (the "Exercise Price"). The description and
terms of the Rights are set forth in a Rights Agreement (the "Rights
Agreement"), dated as of December 23, 1999, between the Corporation and
ChaseMellon Shareholder Services, LLC, as Rights Agent (the "Rights Agent").
The Rights Agreement provides that Common Shares that become
outstanding after the Record Date will also be entitled to one Right per Common
Share. The Rights are in all respects governed by and subject to the terms of
the Rights Agreement, as it may be amended, and which is incorporated herein by
reference. A summary description of the Rights is set forth in Exhibit A to the
Rights Agreement, which description is qualified by reference to the Rights
Agreement.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
unless the offer is a "Qualifying Offer" as defined in the Rights Agreement.
However, the Rights generally should not interfere with any merger or other
business combination approved by the Board of Directors.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired: None.
(b) Pro forma financial information: None.
(c) Exhibits:
Exhibit Number Exhibit
10.1 Rights Agreement between Oregon Steel Mills, Inc.
and ChaseMellon Shareholder Services, LLC, as
Rights Agent (Filed as Exhibit 1 to the Company's
Registration Statement on Form 8-A (SEC Reg. No.
1-9887) and incorporated by reference herein).
10.2 Summary of Rights to Purchase Participating
Preferred Stock (Filed as Exhibit 2 to the
Company's Registration Statement on Form 8-A (SEC
Reg. No. 1-9887) and incorporated by
reference herein).
10.3 Form of Rights Certificate and Election to
Purchase (Filed as Exhibit 3 to the Company's
Registration
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Statement on Form 8-A (SEC Reg. No. 1-9887) and
incorporated by reference herein).
10.4 Form of Certificate of Designations of
Participating Preferred Stock (Filed as Exhibit 4
to the Company's Registration Statement on Form
8-A (SEC Reg. No. 1-9887) and incorporated by
reference herein).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
OREGON STEEL MILLS, INC.
(Registrant)
Date: December 28, 1999 By: /s/ L. Ray Adams
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L. Ray Adams
Vice President of Finance
and Chief Financial Officer
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Index to Exhibits
Exhibit Number Exhibit
10.1 Rights Agreement between Oregon Steel Mills,
Inc. and ChaseMellon shareholder Services,
LLC, as Rights Agent (Filed as Exhibit 1 to the
Company's Registration Statement on Form 8-A (SEC
Reg. No. 1-9887) and incorporated by reference
herein).
10.2 Summary of Rights to Purchase Participating
Preferred Stock (Filed as Exhibit 2 to the
Company's Registration Statement on Form 8-A (SEC
Reg. No. 1-9887) and incorporated by reference
herein).
10.3 Form of Rights Certificate and Election to
Purchase (Filed as Exhibit 3 to the Company's
Registration Statement on Form 8-A (SEC Reg. No.
1-9887) and incorporated by reference herein).
10.4 Form of Certificate of Designations of
Participating Preferred Stock (Filed as Exhibit 4
to the Company's Registration Statement on Form
8-A (SEC Reg. No. 1-9887) and incorporated by
reference herein).
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