-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Knma4p3RbEqMTc4E8wI41Esb/4IXPpNvszvzFa4BFvml5n1c5Fp3l5BufKsX0I8T eDGXb6yy14ESgHeoC3IvXA== 0000830260-04-000071.txt : 20040623 0000830260-04-000071.hdr.sgml : 20040623 20040622204824 ACCESSION NUMBER: 0000830260-04-000071 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040622 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040623 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OREGON STEEL MILLS INC CENTRAL INDEX KEY: 0000830260 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 940506370 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09887 FILM NUMBER: 04875870 BUSINESS ADDRESS: STREET 1: 1000 SW BROADWAY STREET 2: STE 2200 CITY: PORTLAND STATE: OR ZIP: 97205 BUSINESS PHONE: 5032405788 MAIL ADDRESS: STREET 1: PO BOX 5368 CITY: PORTLAND STATE: OR ZIP: 97228 8-K 1 osm8kna604.txt 2ND QTR. OSM 8-K 6/23/04 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON DC 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): JUNE 22, 2004 OREGON STEEL MILLS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 1-9887 94-0506370 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1000 S.W. BROADWAY, SUITE 2200; PORTLAND, OREGON 97205 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) (503) 223-9228 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits EXHIBIT NUMBER DESCRIPTION 99.1 Oregon Steel Mills, Inc. Company Press Release dated June 23, 2004, announcing the idling of the Napa Pipe Mill and updating the financial outlook for the second quarter ending June 30, 2004. ITEM 9. REGULATION FD DISCLOSURE On June 23, 2004, the Company issued a press release announcing the idling of the Napa Pipe Mill and updating the financial outlook for the second quarter ending June 30, 2004. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference. 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 hereunto duly authorized. OREGON STEEL MILLS, INC. - -------------------------------------------------------------------------------- (Registrant) Date: June 22, 2004 By: /s/ Jeff S. Stewart -------------------- ----------------------------------------- Jeff S. Stewart Corporate Controller (Principal Accounting Officer) EX-99 2 osmnapress604.txt PRESS RELEASE - NAPA IDLED; 2ND QTR. UPDATE EXHIBIT 99.1 OREGON STEEL MILLS, INC. Portland, Oregon FOR IMMEDIATE RELEASE June 22, 2004 Contact: Ray Adams Chief Financial Officer (503) 240-5223 OREGON STEEL MILLS ANNOUNCES IDLING OF PIPE MILL AND UPDATES SECOND QUARTER OUTLOOK Portland, Oregon, June 22, 2004/Business Wire/--Oregon Steel Mills, Inc. (NYSE: OS) announced that beginning in late June the Company would idle indefinitely its large diameter pipe mill located in Napa, California ("Napa Mill"). Jim Declusin, the Company's CEO, stated, "In this tight steel market we do not believe the operating margin opportunities in large diameter pipe justify the allocation of steel plate from our Portland, Oregon plate mill for conversion into large diameter pipe. We feel that at the present time, the best economic decision for the Company is to direct production from the Portland mill to support our plate and coil customers, our structural tubing operation and our Canadian line pipe business, majority-owned Camrose Pipe Company." Camrose Pipe Company has two pipe manufacturing mills, a large diameter pipe mill similar to the Napa Mill and an ERW pipe mill, both located in Camrose, Alberta, Canada. Production at the Napa Mill will be phased out beginning on June 28 and is expected to be completed in July. There are approximately 230 people currently working at the Napa Mill. The Company will record a charge of approximately $1 million for employee severance benefits related to the idling of the facility. In late May, Oregon Steel forecasted second quarter net income within a range of $1.00 to $1.20 per share, exclusive of any further labor dispute settlement adjustments (see discussion of the first quarter 2004 labor dispute settlement adjustment below). Oregon Steel now anticipates second quarter net income from continuing operations will meet or exceed $1.20 per share (exclusive of any further labor dispute settlement adjustments) based on 26.7 million diluted weighted average shares outstanding at March 31, 2004. The 26.7 million diluted weighted average shares outstanding do not include the four million shares of Company common stock that will be issued as part of the labor dispute settlement. During the first quarter of 2004, the Company recorded a pretax non-cash charge of $7 million ($.26 per share) related to the previously announced tentative agreement to issue four million shares of Company common stock as part of the settlement of the labor dispute ("Settlement") at the Company's majority-owned subsidiary Rocky Mountain Steel Mills. That charge was a result of adjusting the previously recorded value at December 31, 2003 of the four million shares of Company common stock -1- ($23.3 million at $5.81 per share) to market at March 31, 2004. The closing price of the Company's common stock on the New York Stock Exchange at March 31, 2004 was $7.56 per share, resulting in the additional non-cash charge of $7 million. The Company will continue to adjust the common stock portion of the Settlement at the end of each quarter, either up or down, for the change in the price of the Company's common stock through the effective date of the Settlement. The Company expects the Settlement agreement will be finalized in July. FORWARD-LOOKING STATEMENTS Forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties and actual results could differ materially from those projected. Such risks and uncertainties include, but are not limited to, general business and economic conditions; competitive products and pricing, as well as fluctuations in demand; cost and availability of raw materials; potential equipment malfunction; and plant construction and repair delays. For more detailed information, please review the discussion of risks, which may cause results to differ materially, in our most recently filed Form 10-K, Form 10-Q and other SEC reports. Oregon Steel Mills, Inc. is organized into two divisions. The Oregon Steel Division produces steel plate, coil, welded pipe and structural tubing from plants located in Portland, Oregon, Napa, California and Camrose, Alberta, Canada. The Rocky Mountain Steel Mills Division, located in Pueblo, Colorado, produces steel rail, rod, bar, and tubular products. -2- -----END PRIVACY-ENHANCED MESSAGE-----