8-K 1 osm8kearnestcov.txt 4TH QUARTER EARNINGS ESTIMATE 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): JANUARY 31, 2005 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c)) ITEM 8.01 OTHER EVENTS On January 31, 2005, Oregon Steel Mills, Inc. issued a press release, announcing that the Company is increasing its fourth quarter 2004 earnings estimate. The Company provides in the press release an estimate of net income exclusive of labor dispute settlement adjustments, a non-GAAP financial measure. The Company believes the non-GAAP measure is useful to investors when comparing to prior periods because it believes the excluded items are non-recurring. The Company's management uses this non-GAAP financial measure along with the most directly comparable GAAP financial measure in evaluating the Company's operating performance. The Company's press release is attached as exhibit 99.1. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits EXHIBIT NUMBER DESCRIPTION 99.1 Oregon Steel Mills, Inc. Company Press Release dated January 31, 2005, announcing that the Company is increasing its fourth quarter 2004 earnings estimate. 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: January 31, 2005 By: /s/ Jeff S. Stewart ----------------------------- ---------------------------------- Jeff S. Stewart Corporate Controller (Principal Accounting Officer)