-----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, QDOEUIAh/lVxM8dhZYkD8o8tMH6FWgvNq2rA8/7RxW1lclW6gKM1g45vMANei383 FhVXHmq2e0z+d7CImEkxpA== 0000830260-98-000012.txt : 19980518 0000830260-98-000012.hdr.sgml : 19980518 ACCESSION NUMBER: 0000830260-98-000012 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980515 SROS: NONE 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: 10-Q SEC ACT: SEC FILE NUMBER: 001-09887 FILM NUMBER: 98621961 BUSINESS ADDRESS: STREET 1: 1000 BROADWAY BLDG STREET 2: 1000 S W BROADWAY, STE 2200 CITY: PORTLAND STATE: OR ZIP: 97205 BUSINESS PHONE: 5032239228 10-Q 1 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, 1998 ----------------------------------------------- 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 25,776,804 ---------------------------- ---------------------------- Class Number of Shares Outstanding (as of April 30, 1998) OREGON STEEL MILLS, INC. INDEX Page ---- PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets March 31, 1998 (unaudited) and December 31, 1997...................................2 Consolidated Statements of Income (unaudited) Three months ended March 31, 1998 and 1997 ...............................................3 Consolidated Statements of Cash Flows (unaudited) Three months ended March 31, 1998 and 1997 ...............................................4 Notes to Consolidated Financial Statements (unaudited)..............................5 - 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations................7 - 10 Item 3. Quantitative and Qualitative Disclosures about Market Risk...............................................10 PART II. OTHER INFORMATION Item 1. Legal Proceedings.........................................11 Item 4. Submission of Matters to a Vote of the Security Holders..............................11 Item 6. Exhibits and Reports on Form 8-K..........................11 SIGNATURES............................................................... 11 -1- OREGON STEEL MILLS, INC. CONSOLIDATED BALANCE SHEETS (In thousands) March 31, 1998 December 31, (Unaudited) 1997 ----------- ------------ ASSETS Current assets: Cash and cash equivalents $ 4,096 $ 570 Trade accounts receivable, net 90,978 83,219 Inventories 145,937 148,548 Deferred tax asset 17,261 17,262 Other 8,060 13,219 --------- --------- Total current assets 266,332 262,818 --------- --------- Property, plant and equipment: Land and improvements 28,826 28,782 Buildings 49,427 46,805 Machinery and equipment 735,938 422,179 Construction in progress 19,363 329,198 --------- --------- 833,554 826,964 Accumulated depreciation (176,520) (166,485) --------- --------- 657,034 660,479 --------- --------- Excess of cost over net assets acquired, net 36,335 36,590 Other assets 26,826 26,733 --------- --------- $ 986,527 $ 986,620 ========= ========= LIABILITIES Current liabilities: Current portion of long-term debt $ 10,872 $ 7,373 Accounts payable 96,342 97,860 Accrued expenses 50,658 42,263 --------- --------- Total current liabilities 157,872 147,496 Long-term debt 355,879 367,473 Deferred employee benefits 19,794 21,018 Environmental liability 34,801 34,801 Deferred income taxes 32,644 31,641 --------- --------- 600,990 602,429 --------- --------- Minority interests 36,576 35,184 --------- --------- Contingencies (Note 6) STOCKHOLDERS' EQUITY Common stock 258 257 Additional paid-in capital 227,584 226,085 Retained earnings 126,162 127,984 Cumulative foreign currency translation adjustment (5,043) (5,319) --------- --------- 348,961 349,007 --------- --------- $ 986,527 $ 986,620 ========= ========= 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, ---------------------------- 1998 1997 -------- --------- Sales $223,003 $206,664 Costs and expenses: Cost of sales 195,284 177,192 Selling, general and administrative expenses 13,949 12,495 Profit participation 140 1,208 -------- -------- Operating income 13,630 15,769 Other income (expense): Interest and dividend income 101 79 Interest expense (9,518) (2,802) Minority interests (1,392) (1,772) Other, net (21) 2 -------- -------- Income before income taxes 2,800 11,276 Income tax expense (1,014) (4,154) -------- -------- Net income $ 1,786 $ 7,122 ======== ======== Basic and diluted net income per share $.07 $.27 Dividends declared per common share $.14 $.14 Weighted average common shares and common share equivalents outstanding 26,347 26,292 Tonnage sold 409,700 399,400 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, ------------------------------ 1998 1997 --------- --------- Cash flows from operating activities: Net income $ 1,786 $ 7,122 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation and amortization 10,747 7,282 Deferred income tax provision 1,751 839 Minority interests' share of income 1,392 1,747 Other, net (109) 1,030 Changes in current assets and liabilities 9,441 (1,701) -------- -------- NET CASH PROVIDED BY OPERATING ACTIVITIES 25,008 16,319 -------- -------- Cash flows from investing activities: Additions to property, plant and equipment (9,416) (14,685) Other, net (291) 892 -------- -------- NET CASH USED BY INVESTING ACTIVITIES (9,707) (13,793) -------- -------- Cash flows from financing activities: Net payments under Canadian bank revolving loan facility (3,707) (5,156) Proceeds from long-term bank debt 80,500 105,077 Payments on long-term debt (84,900) (87,077) Other reductions of debt - (2,798) Dividends paid (3,609) (3,597) Minority portion of subsidiary's distribution - (1,754) Other, net (93) (31) -------- -------- NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES (11,809) 4,664 -------- -------- Effects of foreign currency exchange rate changes on cash 34 (92) -------- -------- Net increase in cash and cash equivalents 3,526 7,098 Cash and cash equivalents at beginning of period 570 739 -------- -------- Cash and cash equivalents at end of period $ 4,096 $ 7,837 ======== ======== Supplemental disclosures of cash flow information: Cash paid for: Interest $ 1,588 $ 3,507 Income taxes $ 60 $ 133 NON-CASH OPERATING, INVESTING AND FINANCING ACTIVITIES: At March 31, 1998 and 1997, the Company had financed property, plant and equipment with accounts payable of $13.7 million and $17.7 million, respectively.
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 subsidiaries ("Company"). All significant intercompany balances and transactions have been eliminated. 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 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 1997 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, 1998 1997 ---------- ------------ (In thousands) Raw materials $ 15,944 $ 25,197 Semifinished product 65,381 65,545 Finished product 36,869 31,105 Stores and operating supplies 27,743 26,701 -------- -------- Total Inventory $145,937 $148,548 ======== ======== 3. Common Stock ------------ On April 30, 1998, the Board of Directors declared a quarterly cash dividend of 14 cents per share to be paid May 29, 1998, to stockholders of record as of May 15, 1998. 4. Net Income per Share -------------------- Basic and diluted net income per share was as follows: Three Months Ended March 31, --------------------------------- 1998 1997 ------------ ----------- (In thousands, except per share amounts) Weighted average number of common shares outstanding 25,749 25,694 Shares of common stock to be issued March 2003 598 598 --------- -------- 26,347 26,292 ========= ======== Net income $ 1,786 $ 7,122 ========= ======== Basic and diluted net income per share $ .07 $ .27 ========= ======== 5. Comprehensive Income -------------------- Three Months Ended March 31, ----------------------------- 1998 1997 ------- -------- (In thousands) Net income $1,786 $7,122 Foreign currency translation adjustment 276 (399) ------ ------ Comprehensive Income $2,062 $6,723 ====== ====== -5- 6. Contingencies ------------- ENVIRONMENTAL. The Company's 87 percent owned New CF&I, Inc. subsidiary owns a 95.2 percent interest in CF&I Steel, L.P. ("CF&I") which owns the Pueblo, Colorado steel mill. The Company owns the remaining 4.8 percent of CF&I. In connection with CF&I's acquisition of certain assets from CF&I Steel Corporation in 1993, CF&I established a reserve of $36.7 million for environmental remediation. The Colorado Department of Public Health and Environment issued a 10-year, post-closure permit with two ten-year renewals to CF&I which became effective on October 30, 1995. The permit contains a schedule for corrective actions to be completed which is substantially reflective of a straight-line rate of expenditure over 30 years. At March 31, 1998, CF&I had a reserve of $34.9 million related to this remediation, of which $32.9 million is classified as non-current in the consolidated balance sheet. LABOR DISPUTE. The labor contract at CF&I expired on September 30, 1997. After a brief contract extension intended to help facilitate a possible agreement, on October 3, 1997 the United Steel Workers of America ("Union"), initiated a strike at CF&I for approximately 1,060 bargaining unit employees. The parties failed to reach final agreement on a new labor contract due to differences on economic issues. As a result of contingency planning, the Company was able to avoid complete suspension of operations at the Pueblo Mill by utilizing a combination of permanent replacement workers, striking employees who returned to work and salaried employees. By December 1997, CF&I had sufficient permanent replacement employees to reach full production capacity. On December 30, 1997, the Union called off the strike and made an unconditional offer to return to work. At the time of this offer, only a few vacancies existed at the Pueblo Mill. As of the end of March 1998, 45 former striking employees had returned to work as a result of their unconditional offer. Approximately 820 former striking workers remain unreinstated ("Unreinstated Employees"). As a result of the labor dispute, both CF&I and the Union have filed unfair labor practice charges with the National Labor Relations Board ("NLRB"). On February 27, 1998 the Regional Director of the NLRB's Denver office issued a complaint against CF&I alleging violations of several provisions of the National Labor Relations Act. CF&I not only denies the allegations, but rather believes that both the facts and the law fully support its contention that the strike was economic in nature and that it was not obligated to displace the properly hired permanent replacement employees. Ultimate determination of the issue may well require action by an appropriate United States Court of Appeals. In the event there is an adverse determination of these issues, Unreinstated Employees could be entitled to back pay from the date of the Union's unconditional offer to return to work through the date of the adverse determination ("Backpay Liability"). The number of Unreinstated Employees entitled to back pay would probably be limited to the number of replacement workers, currently approximately 600 workers. However, the Union might assert that all Unreinstated Employees could be entitled to back pay. Back pay is generally measured by the quarterly earnings of those working less interim wages earned elsewhere by the Unreinstated Employees. In addition, each Unreinstated Employee has a duty to take reasonable steps to mitigate the Backpay Liability by seeking employment elsewhere that has comparable demands and compensation. It is not presently possible to estimate the extent to which interim earnings and failure to mitigate the Backpay Liability would affect the cost of an adverse determination. -6- OREGON STEEL MILLS, INC. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General - ------- The following information contains forward-looking statements which 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; potential equipment malfunction, work stoppages, and plant construction and repair delays. The consolidated financial statements include the accounts of Oregon Steel Mills, Inc. and its subsidiaries ("Company"), wholly-owned Camrose Pipe Corporation ("CPC") which owns a 60 percent interest in Camrose Pipe Company ("Camrose"), 87 percent owned New CF&I, Inc. ("New CF&I") which owns a 95.2 percent interest in CF&I Steel, L.P. ("CF&I") (dba Rocky Mountain Steel Mills). The Company owns the remaining 4.8 percent interest in CF&I not owned by New CF&I. The Company is organized into two business units known as the Oregon Steel Division and the Rocky Mountain Steel Mills Division ("RMSM"). The Oregon Steel Division is centered on the Company's steel plate minimill in Portland, Oregon. In addition to the Portland steel mill, the Oregon Steel Division includes the Company's large diameter pipe finishing facility in Napa, California and the large diameter and electric resistance welded pipe facility in Camrose, Alberta. The RMSM Division consists of the steelmaking and finishing facilities of CF&I located in Pueblo, Colorado, as well as certain related operations. Results of Operations - --------------------- The following table sets forth, by division, tonnage sold, sales and average selling price per ton: Three Months Ended March 31, -------- --------- 1998 1997 -------- --------- Total tonnage sold: Oregon Steel Division: Plate 58,000 68,700 Welded pipe 116,700 82,700 -------- -------- Total Oregon Steel Division 174,700 151,400 -------- -------- RMSM Division: Rail 98,200 94,800 Rod, Bar and Wire 96,400 112,500 Seamless Pipe 19,200 33,200 Semifinished 21,200 7,500 -------- -------- Total RMSM Division 235,000 248,000 -------- -------- Total 409,700 399,400 ======== ======== Sales (in thousands): Oregon Steel Division $123,873 $ 95,444 RMSM Division 99,130 111,220 (1) -------- -------- Total $223,003 $206,664 ======== ======== Average selling price per ton: Oregon Steel Division $709 $630 RMSM Division $422 $438 (2) Average $544 $511 (2) (1) Includes insurance proceeds of approximately $2.5 million as reimbursement of lost profits resulting from lost production during the third and fourth quarters of 1996 related to the failure of one of the power transformers servicing RMSM. (2) Excludes insurance proceeds referred to in Note (1) above. -7- OREGON STEEL MILLS, INC. Sales increased 7.9 percent to $223.0 million for the first quarter of 1998, compared to the first quarter of 1997. Shipments increased 2.6 percent to 409,700 tons in the first quarter of 1998, compared to the first quarter of 1997. The increase in sales and shipments was primarily the result of increased shipments of welded pipe products by the Oregon Steel Division, offset in part by reduced seamless pipe shipments by the RMSM Division. The consolidated average selling prices increased $33 per ton to $544 per ton in the first quarter of 1998, compared to the first quarter of 1997. The increase in consolidated average selling price was primarily due to increased average selling prices and shipments of welded pipe products which generally have the highest selling prices of any of the Company's products. Of the $16.3 million sales increase, $13.5 million was the result of higher average selling prices and $5.3 million was from volume increases, offset by the non-recurring $2.5 million of insurance proceeds received in the first quarter of 1997, resulting from lost production during the third and fourth quarters of 1996 related to the failure of one of the power transformers servicing the RMSM Division. The Oregon Steel Division shipped 174,700 tons of product at an average selling price of $709 per ton for the first quarter of 1998, compared to 151,400 tons of product at an average selling price of $630 per ton for the first quarter of 1997. The increase in shipments and average selling price are attributable to strong demand in the United States and Canada for the large diameter line pipe manufactured by the Napa and Camrose Pipe Mills. Welded pipe shipments increased at the Napa Pipe Mill to 66,400 tons in the first quarter of 1998, compared to 35,100 tons in the first quarter of 1997 and at the Camrose Pipe Mill to 64,800 tons in the first quarter of 1998, compared to 47,600 tons in the first quarter of 1997. The RMSM Division shipped 235,000 tons of product at an average selling price of $422 per ton for the first quarter of 1998, compared to 248,000 tons of product at an average selling price of $438 per ton for the first quarter of 1997. Although the average selling price for rail, seamless pipe, rod and semifinished products were higher in the first quarter 1998 compared to the first quarter 1997, the average selling price at the RMSM Division decreased $16 per ton. The decrease in shipments and average selling price were due to decreased shipments of seamless pipe and wire products. Seamless pipe products generally have the highest selling price of any of RMSM Division's products. Seamless pipe shipments decreased to 19,200 tons in the first quarter of 1998, compared to 33,200 tons in the first quarter of 1997, primarily due to the continuing recovery of production capacity to pre-strike levels. The division sold its wire operations in June 1997. Gross profit for the first quarter of 1998 was $27.7 million or 12.4 percent compared to $29.5 million or 13.2 percent (excluding insurance proceeds) for the first quarter of 1997. The gross profit decline in 1998 compared to 1997 was due to higher manufacturing costs for plate and welded pipe products as a result of the continuing ramp up of the new steckel plate rolling mill ("Combination Mill") at the Portland Mill. During the first quarter of 1998, the Combination Mill produced 155,000 tons compared to 110,600 tons produced on the old mill in the first quarter of 1997. Gross profit was also negatively impacted by higher than normal manufacturing costs and reduced production and shipments of RMSM as a result of the strike by the Union (see Note 6 to the Consolidated Financial Statements). These gross profit declines were partially offset by higher average selling prices and shipments of welded pipe at the Oregon Steel Division and higher average selling prices as noted above and increased shipments of rail and semifinished products at the RMSM Division. Selling, general and administrative ("SG&A") expenses for the first quarter of 1998 increased $1.5 million from the corresponding 1997 period and increased as a percentage of sales to 6.3 percent in the first quarter of 1998, from 6.0 percent for the corresponding 1997 period. The increase is due to increased shipping costs at the Oregon Steel Division as a result of increased tons shipped in the first quarter of 1998 compared to the first quarter of 1997 and increased costs associated with the labor dispute at RMSM. -8- OREGON STEEL MILLS, INC. Profit participation expense was $140,000 for the first quarter of 1998 compared to $1.2 million in the corresponding 1997 period reflecting the decreased profitability in 1998 versus 1997. Total interest cost for the first quarter of 1998 was $9.8 million compared to $9.4 million for the corresponding 1997 period. The higher interest cost is primarily the result of additional debt incurred to fund the capital improvement program. Capitalized interest for the first quarter of 1998 was $295,000 compared to $6.6 million for the corresponding 1997 period. The reduced capitalization is a result of the Combination Mill being put into service on January 1, 1998. The Company's effective income tax rates were 36 and 37 percent for the three month period ended March 31, 1998 and 1997, respectively. Liquidity and Capital Resources - ------------------------------- Cash flow from operations for the three month period ended March 31, 1998, was $25.0 million compared to $16.3 million in the first quarter of 1997. The major items affecting this $8.7 million increase were decreased refundable income taxes ($5.6 million), increased depreciation and amortization ($3.4 million), and increased accounts payable versus a decrease in 1997 ($12.4 million). These increases were offset by decreased net income ($5.3 million) and a larger increase in accounts receivable ($6.9 million). Net working capital at March 31, 1998 decreased $6.9 million compared to December 31, 1997 reflecting a $10.4 million increase in current liabilities offset by a $3.5 million increase in current assets. The increase in current liabilities was primarily due to increased accrued interest expense related to the Company's long-term debt. The Company has outstanding $235 million principal amount 11% First Mortgage Notes ("Notes") due 2003. The Notes are guaranteed by New CF&I and CF&I ("Guarantors"). The Notes and the guarantees are secured by a lien on substantially all the property, plant and equipment and certain other assets of the Company (exclusive of Camrose) and the Guarantors. The collateral for the Notes and the guarantees do not include, among other things, inventory and accounts receivable. The indenture under which the Notes were issued contains potential restrictions on new indebtedness and various types of disbursements, including dividends, based on the Company's net income in relation to its fixed charges, as defined. The Company maintains a $125 million revolving credit facility ("Amended Credit Agreement") which expires June 11, 1999, and may be drawn upon based on the Company's accounts receivable and inventory balances. The Amended Credit Agreement is collateralized by substantially all of the Company's consolidated inventory and accounts receivable, except those of Camrose. Amounts outstanding under the Amended Credit Agreement are guaranteed by the Guarantors. The Amended Credit Agreement contains various restrictive covenants including a minimum tangible net worth, minimum interest coverage ratio, and a maximum debt to total capitalization ratio. As of March 31, 1998, $86.2 million was outstanding under the Amended Credit Agreement. Term debt of $67.5 million was incurred by CF&I as part of the purchase price of the Pueblo steel mill on March 3, 1993. This debt is without stated collateral and is payable over ten years with interest at 9.5 percent. As of March 31, 1998, the outstanding balance on the debt was $45.6 million, of which $34.7 million was classified as long-term. The Company has uncollateralized and uncommitted revolving lines of credit with two banks which may be used to support issuance of letters of credit, foreign exchange contracts and interest rate hedges. At March 31, 1998, $5.7 million was restricted under outstanding letters of credit. -9- OREGON STEEL MILLS, INC. Camrose maintains a $15 million (Canadian dollars) 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 substantially all of the assets of Camrose and borrowings under this facility are limited to an amount equal to specified percentages of Camrose's eligible trade accounts receivable and inventories. The facility expires on December 30, 1999. As of March 31, 1998, Camrose had $1.8 outstanding under the facility. The Company anticipates that its needs for working capital and capital expenditures through 1998 will be met from existing cash balances, funds generated from operations and available borrowings under its Amended Credit Facility. CAPITAL EXPENDITURES. During the first three months of 1998 the Company expended approximately $2.6 million (exclusive of capitalized interest) on capital projects at the RMSM Division and $6.5 million (exclusive of capitalized interest) on capital projects at the Oregon Steel Division. Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK None. -10- OREGON STEEL MILLS, INC. PART II OTHER INFORMATION Item 1. Legal Proceedings ----------------- See discussion of labor dispute in Note 6 to the Consolidated Financial Statements and incorporated by reference herein. Item 4. Submission of Matters to a Vote of Security Holders --------------------------------------------------- The Annual Meeting of Stockholders of the Company was held on April 30, 1998. At the meeting, the following nominees were approved by the stockholders as Class A directors. The corresponding number of votes set opposite their respective names were: Name of Nominee Yes Votes Withheld Authority to Vote --------------- ---------- -------------------------- Joe E. Corvin 23,100,371 362,274 V. Neil Fulton 22,999,621 463,024 Robert W. Keener 23,100,000 362,645 John A. Sproul 22,993,076 469,569 Item 6. Exhibits and Reports on Form 8-K -------------------------------- (a) Exhibits 27.0 Financial Data Schedule (b) Reports on Form 8-K None 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 14 1998 /s/ Christopher D. Cassard --------------------------------- Christopher D. Cassard Corporate Controller (Principal Accounting Officer) -11- EX-27 2
5 1000 3-MOS DEC-31-1998 MAR-31-1998 4096 0 92112 1134 145937 266332 833554 176520 986527 157872 235000 0 0 258 348703 986527 223003 223003 195284 195284 0 0 9518 2800 1014 1786 0 0 0 1786 .07 .07
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