-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, qrVF6A5V/dCiRYJhJCqWbsVgbzfN4Uwoy+sh51B762MlrihrucVITt3E9xqvborT +nh96RCOcD0rjuqa9/Jj4w== 0000830260-94-000016.txt : 19940519 0000830260-94-000016.hdr.sgml : 19940519 ACCESSION NUMBER: 0000830260-94-000016 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940331 FILED AS OF DATE: 19940516 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: OREGON STEEL MILLS INC CENTRAL INDEX KEY: 0000830260 STANDARD INDUSTRIAL CLASSIFICATION: 3312 IRS NUMBER: 940506370 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09887 FILM NUMBER: 94528462 BUSINESS ADDRESS: STREET 1: 1000 BROADWAY BLDG STREET 2: 1000 S W BROADWAY, SUITE 2200 CITY: PORTLAND STATE: OR ZIP: 97205 BUSINESS PHONE: 5032239228 10-Q 1 FORM 10-Q FOR 1ST QUARTER 1994 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON DC 20549 FORM 10-Q /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1994 ------------------------------------------ OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ---------------- ----------------------- Commission File Number 1-9887 ----------------------- OREGON STEEL MILLS, INC. (Exact name of registrant as specified in its charter) Delaware 94-0506370 - - ------------------------------------------------------------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 1000 Broadway Building, Suite 2200, Portland, Oregon 97205 - - -------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (503) 223-9228 - - ------------------------------------------------------------------------- (Registrant's telephone number, including area code) - - ------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------ ------- APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, $.01 Par Value 19,377,343 ---------------------------- ---------------------------- Class Number of Shares Outstanding (as of April 30, 1994) OREGON STEEL MILLS, INC. INDEX Page ---- PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets March 31, 1994 (unaudited) and December 31, 1993 . . . . . . . . . . . 2 Consolidated Statements of Income (unaudited) Three months ended March 31, 1994 and 1993. . . . . . . . . . . . . . . . . . 3 Consolidated Statements of Cash Flows (unaudited) Three months ended March 31, 1994 and 1993 . . . . . . . . . . . . . . . . . . 4 Notes to Consolidated Financial Statements (unaudited) . . . . . . . . . . . 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . 6 - 9 PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . 10 Item 6. Exhibits and Reports on Form 8-K . . . . . . . . 10 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . 10 1 OREGON STEEL MILLS, INC. CONSOLIDATED BALANCE SHEETS (In thousands) March 31, December 31, 1994 1993 (Unaudited) ----------- ------------ ASSETS Current assets: Cash and cash equivalents $ 8,944 $ 9,623 Trade accounts receivable, net 80,357 71,649 Inventories 169,071 160,504 Other current assets 12,343 14,007 --------- --------- Total current assets 270,715 255,783 --------- --------- Property, plant and equipment: Land and improvements 24,925 24,466 Buildings 35,784 35,821 Machinery and equipment 251,481 240,833 Construction in progress 57,990 34,605 --------- --------- 370,180 335,725 Accumulated depreciation (109,471) (104,300) --------- --------- 260,709 231,425 --------- --------- Excess of cost over net assets acquired 39,378 39,474 Other assets 22,699 22,988 --------- --------- $ 593,501 $ 549,670 ========= ========= LIABILITIES Current liabilities: Current portion of long-term debt $ 4,959 $ 4,680 Short-term debt 16,396 14,225 Accounts payable 82,294 75,419 Accrued expenses 26,329 21,998 --------- --------- Total current liabilities 129,978 116,322 Long-term debt 103,577 76,487 Other deferred liabilities 52,698 52,130 Deferred income taxes 17,897 16,514 --------- --------- 304,150 261,453 --------- --------- Minority interest 13,572 12,975 --------- --------- STOCKHOLDERS' EQUITY Common stock 194 193 Additional paid-in capital 150,090 149,340 Retained earnings 129,902 128,924 Minimum pension liability adjustment (297) (297) --------- --------- 279,889 278,160 Cumulative foreign currency translation adjustment (4,110) (2,918) --------- --------- 275,779 275,242 --------- --------- $593,501 $549,670 ========= ========= The accompanying notes are an integral part of the consolidated financial statements. 2 OREGON STEEL MILLS, INC. CONSOLIDATED STATEMENTS OF INCOME (In thousands, except tonnage and per share amounts) (Unaudited) Three Months Ended March 31, ---------------------------- 1994 1993 --------- -------- Sales $214,773 $149,043 Costs and expenses: Cost of sales 194,064 125,624 Selling, general and administrative expenses 12,306 8,035 Contribution to employee stock ownership plan 250 500 Profit participation 651 2,553 -------- -------- Operating income 7,502 12,331 Other income (expense): Interest and dividend income 133 136 Interest expense (1,045) (551) Other income (expense), net (44) (466) Minority interest (598) (608) Income before income taxes 5,948 10,842 Provision for income taxes 2,261 4,066 -------- -------- Net income $ 3,687 $ 6,776 ======== ======== Primary and fully diluted net income per common and common equivalent share $.18 $.35 Dividends declared per common share $.14 $.14 Weighted average common shares and common equivalents outstanding 19,966 19,450 Tonnage sold 422,000 256,200 The accompanying notes are an integral part of the consolidated financial statements. 3 OREGON STEEL MILLS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Three Months Ended March 31, ---------------------------- 1994 1993 ------------- ---------- Cash flows from operating activities: Net income $ 3,687 $ 6,776 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation and amortization 5,692 4,783 Deferred income taxes 1,383 618 Accrual for contribution of common stock to employee stock ownership plan 250 500 Loss on disposal of property, plant and equipment 5 246 Minority interest share of income 598 608 Other, net 529 67 Changes in current assets and liabilities related to operations (19,768) 25,922 -------- -------- NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES (7,624) 39,520 -------- -------- Cash flows from investing activities: Additions to property, plant and equipment (19,939) (5,602) Proceeds from disposal of property, plant and equipment 12 1,380 Investment in CF&I Steel, L.P. - (7,558) Other, net (13) 133 -------- -------- NET CASH USED IN INVESTING ACTIVITIES (19,940) (11,647) -------- -------- Cash flows from financing activities: Net borrowings (payments) under revolving loan agreements 30,535 (6,953) Other reductions of debt (931) - Dividends paid (2,709) (2,688) Other, net (3) (9) -------- -------- NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 26,892 (9,650) -------- -------- Effects of foreign currency exchange rate changes on cash (7) 52 -------- -------- Net increase (decrease) in cash and cash equivalents (679) 18,275 Cash and cash equivalents at beginning of period 9,623 5,177 -------- -------- Cash and cash equivalents at end of period $ 8,944 $ 23,452 ======== ======== Supplemental disclosures of cash flow information: Cash paid for: Interest $2,011 $168 Income taxes $233 $11 NON-CASH OPERATING, INVESTING AND FINANCING ACTIVITIES: During the three months ended March 31, 1994, the Company acquired additional property, plant and equipment for $15,579 which was included in accounts payable at March 31, 1994. Non-cash investing and financing activities related to the Company's investment in CF&I Steel, L.P. are described in Note 4 to the consolidated financial statements. The accompanying notes are an integral part of the consolidated financial statements. 4 OREGON STEEL MILLS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Basis of Presentation --------------------- The consolidated financial statements include the accounts of Oregon Steel Mills, Inc. and its wholly-owned and majority-owned subsidiaries (the "Company"). All significant intercompany balances and transactions have been eliminated upon consolidation. Certain previously reported amounts have been reclassified to conform with current period presentation. The unaudited financial statements include all adjustments (consisting of normal recurring accruals) which, in the opinion of management, are necessary for a fair presentation of the results of the interim periods. Results for an interim period are not necessarily indicative of results for a full year. Reference should be made to the Company's 1993 Annual Report on Form 10-K for additional disclosures including a summary of significant accounting policies. 2. Inventories ----------- Inventories consist of: March 31, December 31, 1994 1993 ------------ ------------ (In thousands) Raw materials $ 24,557 $ 26,242 Semi-finished product 54,959 51,759 Finished product 67,698 62,104 Stores and operating supplies 21,857 20,399 -------- -------- $169,071 $160,504 ======== ======== 3. Common Stock ------------ In February 1994, the Company contributed approximately 29,600 shares of common stock ("Common Stock") of the Company to the Employee Stock Ownership Plan (the "ESOP") in payment of a $750,000 liability accrued in 1993. In February 1993, the Company contributed approximately 147,000 shares of Common Stock to the ESOP in payment of a $3.5 million liability accrued in 1992. On April 28, 1994, the Board of Directors declared a quarterly cash dividend of 14 cents per share to be paid May 31, 1994, to stockholders of record as of May 13, 1994. 4. Business Acquisition -------------------- On March 3, 1993, New CF&I, Inc., a wholly-owned subsidiary of the Company, acquired for $22.2 million a 95.2 percent interest in a newly formed limited partnership, CF&I Steel, L.P. The remaining 4.8 percent interest is owned by the Pension Benefit Guaranty Corporation. Concurrent with the formation of the partnership, CF&I Steel, L.P., and the acquisition of the partnership interest by New CF&I, Inc., CF&I Steel, L.P. purchased from CF&I Steel Corporation substantially all of the assets of its steelmaking, fabricating, metals and railroad business, ("CF&I Acquisition"). New CF&I, Inc.'s capital contribution of $22.2 million included (1) $7.3 million cash, (2) Common Stock to be issued on March 3, 2003 and warrants to purchase 100,000 shares of Common Stock exercisable until March 3, 1998, together valued at $11.7 million, and (3) other assets valued at $3.2 million. For financial statement reporting purposes only, the acquisition has been treated as a business combination using the purchase method of accounting. Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on the estimated fair values at the date of acquisition (March 3, 1993). The operating results of this acquisition are included in the Company's consolidated results of operations from the date of acquisition. 5 OREGON STEEL MILLS, INC. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General - - ------- The consolidated financial statements include the accounts of Oregon Steel Mills, Inc. (the "Company") and its wholly-owned and majority-owned subsidiaries, Napa Pipe Corporation ("Napa"), Oregon Steel Mills - Fontana Division, Inc. ("Fontana"), Camrose Pipe Corporation ("CPC") which owns a 60 percent interest in Camrose Pipe Company ("Camrose"), New CF&I, Inc. which owns a 95.2 percent interest in CF&I Steel, L.P. ("CF&I"), and certain other insignificant subsidiaries. CF&I acquired substantially all of the steelmaking, fabricating, metals and railroad business of CF&I Steel Corporation located in Pueblo, Colorado on March 3, 1993. Results of Operations - - --------------------- The following table sets forth by division for the periods indicated tonnage sold, revenues and average selling price per ton: Three Months Ended March 31, ----------------------------- 1994 1993 ---------- ---------- Oregon Steel Division (1): Plate products 92,040 93,800 Pipe products 129,790 104,500 CF&I Steel Division 200,170 57,900(2) ------- ------- 422,000 256,200 ======= ======= Revenues (in thousands): Oregon Steel Division $125,187 $124,125 CF&I Steel Division 89,586 24,918(2) -------- -------- Total $214,773 $149,043 ======== ======== Average selling price per ton: Oregon Steel Division $564 $626 CF&I Steel Division $448 $430(2) Average $509 $582 (1) The Oregon Steel Division consists of the operations of Oregon Steel Mills, Inc.; Napa Pipe Corporation; Oregon Steel Mills - Fontana Division, Inc., and Camrose Pipe Company. (2) The increase in shipments of the CF&I Steel Division primarily reflects inclusion of a full quarter of results in 1994, while first quarter 1993 results included only shipments from March 3, 1993, the date of the CF&I Acquisition. Selling prices for the three month period ended March 31, 1994 averaged $509 per ton compared with $582 per ton for the corresponding period in 1993. Average 1994 selling prices decreased primarily due to significantly lower selling prices for large diameter pipe produced at the Company's Napa pipe mill and a larger percentage of CF&I's product mix in total sales. On average, CF&I products have a lower average selling price than the steel plate and welded pipe products produced by the Oregon Steel Division. As a result of the increased shipments and lower average selling prices, sales were $214.8 million for the three month period ended March 31, 1994 compared with $149 million for the corresponding 1993 period. 6 OREGON STEEL MILLS, INC. Gross profit and gross profit as a percentage of sales declined $2.7 million and 6.1 percent of sales to $20.7 million and 9.6 percent of sales in the first quarter 1994 compared to the first quarter 1993. The $2.7 million decline resulted from a $17.8 million negative average price variance offset by a $15.1 million positive volume variance. Gross profit margin in the first quarter of 1994 was negatively impacted by lower large diameter pipe selling prices shipped from the Company's Napa pipe mill and an increased percentage of CF&I's product mix to total sales, which depressed prices, coupled with increased costs associated with producing a higher quality grade of steel slab at the Company's Portland steel mill to supply plate steel for low carbon pipe grades, and by rising raw material costs (primarily scrap) which were not fully offset by higher product selling prices. Average scrap costs during the first quarter of 1994 were among the highest of the last five years and were approximately $25 per ton higher than the corresponding period in 1993. During the first quarter of 1994, the Company signed a shareholders' agreement to purchase approximately 13 percent equity interest for approximately $15 million in Complejo Siderurgico de Guayana C.A., a company incorporated under the laws of Venezuela ("Comsigua"). Comsigua was formed to design, construct and operate an industrial plant for the processing of iron oxides into hot briquetted iron ("HBI"), an enhanced form of directly reduced iron. The plant will have a rated design capacity of one million metric tons per year and will be located at Ciudad Guayana, Venezuela ("Project"). The Company will be required to purchase 200,000 metric tons of HBI per year from the Project. The shareholders' agreement will not become effective until agreements to provide financing to Comsigua have been obtained from the International Finance Corporation ("IFC"), U.S. Eximbank and international commercial banks and certain other conditions precedent have been satisfied. In addition to the Company, major investors in Comsigua are Kobe Steel Ltd. of Japan ("Kobe") and Ferrominera del Orinoco ("FMO"), a subsidiary of Corporacion Venezolana de Guayana, the Venezuela government-owned holding company responsible for developing basic industry in the Guayana Region of Venezuela. Kobe will be responsible for engineering, procurement and construction of the HBI plant under a turn-key guaranteed date contract. FMO will supply iron oxides to the plant on a long-term basis. In addition, FMO will be responsible for the supply of land and infrastructure for the plant. Like other participants in the venture, the Company will be responsible for paying a pro rata share of cost overruns or financial shortfalls associated with the construction or operation of the facility. Plant construction is expected to start in the first half of 1994 and plant operation is expected to commence thirty months thereafter, in the second half of 1996, absent unforeseen delays or difficulties. Selling, general and administrative expenses ("SG&A") for the three month period ended March 31, 1994 increased $4.3 million from the corresponding period in 1993. The first quarter of 1993 included the SG&A of CF&I for less than one month versus three months for the corresponding period in 1994. In the first quarter of 1994, CF&I accounted for $3.2 million of the total $4.3 million SG&A increase. The remaining $1.1 million increase was due primarily to additional shipping expenses at the Company's Oregon Steel Division due to increased pipe shipments. SG&A as a percent of sales for the three month period ended March 31, 1994 was 5.7 percent compared with 5.4 percent for the corresponding period in 1993. The contribution to the employee stock ownership plan and the profit participation expense for the three month period ended March 31, 1994 decreased compared to the corresponding 1993 period reflecting the decreased profitability of the Company in 1994 versus 1993. Other Income (Expense) - - ---------------------- Interest expense for the three month period ended March 31, 1994 increased $500,000 from the corresponding period in 1993 to $1 million. This increase was primarily the result of interest incurred on debt issued by CF&I in its purchase of the assets of CF&I Steel Corporation and borrowings under revolving term loan agreements. 7 OREGON STEEL MILLS, INC. Income Taxes - - ------------ The Company's effective income tax rate was 38 percent and 37 percent for the three month periods ending March 31, 1994 and 1993, respectively. Liquidity and Capital Resources - - ------------------------------- Cash flow in first quarter 1994 operations was a negative of $7.6 million compared to a positive cash flow of $39.5 million in the corresponding 1993 period. The major items affecting this $47.1 million decrease were reduced income ($3.1 million), more funds required for inventories ($33.4 million), more payments made on accounts payable and accrued expenses ($16.8 million), less funds available from refundable income taxes ($2 million), and increased payments of other taxes payable ($1.9 million). The negative cash flows were offset by the positive effects of increased depreciation and amortization ($900,000) and additional collections of trade accounts receivable ($9.2 million). Net working capital at March 31, 1994 increased $1.3 million from December 31, 1993 due to a $14.9 million increase in current assets offset by a $13.6 million increase in current liabilities. Trade accounts receivable increased from $71.6 million at the end of 1993 to $80.4 million at March 31, 1994. This increase was mainly due to increased sales in the first quarter of 1994 compared to the fourth quarter of 1993 from the Oregon Steel Division. Inventories increased from $160.5 million from December 31, 1993 to $169.1 million at March 31, 1994. This increase consisted of additional inventories at both the Oregon Steel Division and CF&I Steel Division to support a higher level of shipments. Other current assets, including cash, decreased $2.4 million from December 31, 1993. The current liability increase was due primarily to increases at the CF&I Steel Division to support increased commitments for CF&I's capital improvement program. The Company maintains an unsecured revolving credit and term loan agreement (the "Credit Agreement") with two banks which enables the Company to borrow up to $75 million. The use of the proceeds from borrowings under this Credit Agreement is restricted to (1) investing in businesses and related equipment in the steel industry and certain other industries, and (2) working capital and general corporate purposes. On July 1, 1996, the outstanding principal balance will be converted, unless prepaid, to a term loan payable in sixteen equal quarterly installments through June 30, 2000. At March 31, 1994, the Company had $45 million outstanding under this credit facility and classified as noncurrent. The Company also has a $20 million unsecured revolving line of credit facility with a bank which matures May 31, 1994. At March 31, 1994, the Company had $1 million (classified as short-term debt) outstanding under this credit facility, and $9.2 million was restricted under outstanding letters of credit. In addition, the Company has a $5 million unsecured revolving credit line with a bank which is restricted to use for letter of credit obligations and cash advances for up to 90 days. At March 31, 1994, $3 million was restricted under outstanding standby letters of credit, and there were no loan amounts outstanding. Camrose (a 60 percent owned subsidiary) maintains a $15 million revolving credit facility with a bank, the proceeds of which may be used for working capital and general corporate purposes. The facility is collateralized by the assets of Camrose and expires on October 31, 1994. As of March 31, 1994, Camrose had $400,000 (classified as short-term debt) outstanding under the facility. CF&I maintains a $15 million revolving credit facility with a bank, the proceeds of which may be used for working capital and general corporate purposes. The facility is collateralized by the accounts receivable of CF&I and expires on May 24, 1994. As of March 31, 1994, CF&I had $15 million (classified as short-term debt) outstanding under the facility. 8 OREGON STEEL MILLS, INC. CF&I issued a $67.5 million term note as part of the purchase price of the assets of CF&I Steel Corporation on March 3, 1993. This debt, which is unsecured, is payable over ten years, plus interest at 9.5 percent. The Company has agreed to guarantee the payment of the first 25 months' installment cash payments of $21.8 million. At March 31, 1994, the Company's remaining commitment under this guarantee is $11.4 million. As of March 31, 1994, the outstanding balance on this debt was $63.5 million, of which $58.6 million was classified as noncurrent. Capital Expenditures - - -------------------- The Company has budgeted $127 million of capital expenditures at its manufacturing facilities in 1994 as follows: The Company started a capital spending program at its CF&I Steel Division in 1993. The program includes expenditures of approximately $183 million in 1994 through 1998. Major components of the project include the installation of a new bar mill reheat furnace, new rod mill, a continuous caster, and the upgrading of the steelmaking facilities with a new ladle furnace and vacuum degassing system. At March 31, 1994, $32.5 million of the $111 million 1994 budget was expended. The Company has also planned $24 million of capital expenditures at its Oregon Steel Division for several recurring upgrade projects to the present manufacturing facilities and equipment. Budgeted expenditures for the pipe mills are $12.4 million, and budgeted expenditures for the plate mills are $11.6 million. Approximately $16 million of the $24 million capital budget is planned to be expended in 1994 of which $3 million was expended in the first quarter 1994. 9 PART II OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders --------------------------------------------------- The Annual Meeting of Stockholders of the Company was held on April 28, 1994. At the meeting, the following candidates were approved by the stockholders as Class C directors. The corresponding number of votes set opposite their respective names were: Name of Candidate Yes Votes Withheld Authority to Vote ----------------- --------- -------------------------- Thomas B. Boklund 15,401,684 145,540 Richard G. Landis 15,377,993 169,231 James A. Maggetti 15,404,095 143,129 The terms of office for the following directors continued after the meeting: C. Lee Emerson, V. Neil Fulton, Edward C. Gendron, Robert W. Keener, and John A. Sproul. Item 6. Exhibits and Reports on Form 8-K -------------------------------- (b) Reports on Form 8-K During the quarter ended March 31, 1994, no reports on Form 8-K were filed by the Company. 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. Date: May 13, 1994 ------------------------------- Jackie L. Williams Corporate Controller (Principal Accounting Officer) 10 PART II OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders --------------------------------------------------- The Annual Meeting of Stockholders of the Company was held on April 28, 1994. At the meeting, the following candidates were approved by the stockholders as Class C directors. The corresponding number of votes set opposite their respective names were: Name of Candidate Yes Votes Withheld Authority to Vote ----------------- --------- -------------------------- Thomas B. Boklund 15,401,684 145,540 Richard G. Landis 15,377,993 169,231 James A. Maggetti 15,404,095 143,129 The terms of office for the following directors continued after the meeting: C. Lee Emerson, V. Neil Fulton, Edward C. Gendron, Robert W. Keener, and John A. Sproul. Item 6. Exhibits and Reports on Form 8-K -------------------------------- (b) Reports on Form 8-K During the quarter ended March 31, 1994, no reports on Form 8-K were filed by the Company. 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. Date: May 13, 1994 /s/ Jackie L. Williams ------------------------------- Jackie L. Williams Corporate Controller (Principal Accounting Officer) 10 -----END PRIVACY-ENHANCED MESSAGE-----