-----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, HSphH88xXNw48bj7cdp9zJO7NWM4kZ8TRl/k9NwuKZYHbRaucwt+FkpDBw4ZqP9p QdIf7wKJfw6ObJ1yz+Mgaw== 0000893877-96-000126.txt : 19960531 0000893877-96-000126.hdr.sgml : 19960531 ACCESSION NUMBER: 0000893877-96-000126 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960530 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: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-20783 FILM NUMBER: 96574169 BUSINESS ADDRESS: STREET 1: 1000 BROADWAY BLDG STREET 2: 1000 S W BROADWAY, SUITE 2200 CITY: PORTLAND STATE: OR ZIP: 97205 BUSINESS PHONE: 5032239228 8-A12G 1 FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OREGON STEEL MILLS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 94-0506370 - --------------------------------------- ---------------------------------- (State of incorporation or (IRS Employer Identification No.) organization) 1000 SW Broadway, Suite 2200, Portland, Oregon 97205 (Address of principal executive offices) (zip code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered None ------------------- ------------------------------- ------------------- ------------------------------- ------------------- ------------------------------- If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A(c)(1), please check the following box.[ ] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2), please check the following box. [X] Securities to be registered pursuant to Section 12(g) of the Act: % First Mortgage Notes due 2003 ------------------------------- (Title of Class) 1 Item 1. Description of Registrant's Securities to be Registered - ------- ------------------------------------------------------- Reference is made to the caption "Description of the Notes" in the Registration Statement on Form S-3 (Registration No. 333-02355-01) as filed with the Securities and Exchange Commission (the "Commission") by the Registrant on April 8, 1996, which is filed as Exhibit 4.2 hereto. A description of the securities being registered will be included in the final Prospectus to be filed with the Commission under Rule 424(b) under the caption "Description of the Notes," and such description shall be deemed incorporated by reference into this registration statement. Item 2. Exhibits - ------- -------- Exhibit Number Exhibit Title - -------------- ------------- 3.1 Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Registrant's Registration Statement on Form S-1, as amended, filed September 22, 1993 (Registration No. 33-67326)) 3.2 Amended Bylaws (incorporated by reference to Exhibit 3.2 of the Registrant's Annual Report on Form 10-K for the year ended December 28, 1994) 4.1 Form of __% First Mortgage Notes due 2003 4.2 The Registrant's Registration Statement on Form S-3 (Registration No. 333-02355-01) as filed with the Commission on April 8, 1996 and incorporated herein by reference 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. OREGON STEEL MILLS, INC. ----------------------------------------- (Registrant) By: THOMAS B. BOKLUND ------------------------------------- Thomas B. Boklund Chairman and Chief Executive Officer Dated: May 24, 1996 3 EXHIBIT INDEX Sequential Exhibit Number Exhibit Title Page No. - -------------- ------------- ---------- 3.1 Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Registrant's Registration Statement on Form S-1, as amended, filed September 22, 1993 (Registration No. 33- 67326)) 3.2 Amended Bylaws (incorporated by reference to Exhibit 3.2 of the Registrant's Annual Report on Form 10-K for the year ended December 28, 1994) 4.1 Form of __% First Mortgage Notes due 2003 4.2 The Registrant's Registration Statement on Form S-3 (Registration No. 333-02355-01) as filed with the Commission on April 8, 1996 and incorporated herein by reference EX-4.1 2 NOTE EXHIBIT 4.1 [LEGEND FOR INCLUSION IN GLOBAL SECURITIES-- THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.] [LEGEND FOR INCLUSION IF THE DEPOSITORY TRUST COMPANY IS THE DEPOSITARY-- UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] OREGON STEEL MILLS, INC. ___% FIRST MORTGAGE NOTE DUE 2003 No. _______ $_______ Oregon Steel Mills, Inc., a corporation incorporated under the laws of the State of Delaware (herein called the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________ or registered assigns, the principal sum of _______________ Dollars on June __, 2003, at the office or agency of the Company referred to below, and to pay interest thereon on June __ and December __ (each, an "Interest Payment Date") in each year, commencing on June __, 1996, accruing from the most recent Interest Payment Date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from __, 1996 at the rate of __% per annum, until the principal hereof and premium, if any, hereon is paid or duly provided for. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be May __ or November __ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date (each a "Regular Record Date"). Any such interest not so punctually paid or duly provided for, together with interest, to the extent lawful, on such defaulted interest at the rate borne by the Securities, shall forthwith cease to be payable to the Holder on such Regular Record Date, and may be paid to the person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Company, notice of which shall be given to Holders of Securities not less than 15 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in such Indenture. 1 Payment of the principal of, premium, if any, and interest on this Security will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the address of the person entitled thereto as such address shall appear on the Securities register maintained by the Registrar. Reference is hereby made to the further provisions of this Security set forth on the reverse of this Security or on the subsequent pages of this Security, as the case may be. Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: [Seal] OREGON STEEL MILLS, INC. Attest: By: -------------------------- ------------------------------- Name: Name: Title: Title: 2 TRUSTEE'S CERTIFICATE OF AUTHENTICATION. This is one of the Securities referred to in the within-mentioned Indenture. CHEMICAL BANK, as Trustee By: ---------------------------------- Authorized Officer* - ------------- * If Chemical Bank is not serving as Trustee the reference to "Authorized Officer" may be changed to "Authorized Signatory". 3 (Reverse of Security) 1. Indenture. This Security is one of a duly authorized issue of Securities of the Company designated as its __% First Mortgage Notes due 2003, limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $235,000,000, issued under an indenture (which Indenture, together with all indentures supplemental thereto, are hereinafter called the "Indenture") dated as of June __, 1996, among the Company, Chemical Bank, as trustee (herein called the "Trustee", which term includes any successor Trustee under the Indenture), New CF&I, Inc., a Delaware corporation, and CF&I Steel, L.P., a Delaware limited partnership, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee, the Guarantors and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. All terms used in this Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. No reference herein to the Indenture and no provisions of this Security, the Guarantee or of the Indenture shall alter or impair the obligation of the Company or any Guarantor, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 2. Redemption. (a) Optional Redemption. The Securities are subject to redemption, at the option of the Company, as a whole or in part, in principal amounts of $1,000 or any integral multiple of $1,000, at any time on or after June __, 2000, on not less than 30 nor more than 60 days' prior written notice as provided in the Indenture, at the following Redemption Prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning June __ of the years indicated below: Redemption Year Price -------------------------- ---------- 2000...................... __% 2001...................... __% 2002 and thereafter....... 100.00% , plus, in each case, accrued and unpaid interest to the Redemption Date, all as provided in the Indenture. (b) Interest Payments. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant record date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. (c) Partial Redemption. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. 3. Guarantees; Collateral. This Security is entitled to certain Guarantees made for the benefit of the Holders, as set forth in this Security and in the Indenture. This Security and such Guarantees are also entitled to the benefits of certain Collateral pledged as security therefor as provided in the Indenture and the Security Documents. 4. Offers to Purchase. Sections 4.12 and 4.13 of the Indenture provide that upon the occurrence of a Change of Control and following certain Asset Sales, and subject to further conditions and limitations contained 4 therein, the Company shall make an offer to purchase certain amounts of the Securities in accordance with the procedures set forth in the Indenture. 5. Defaults and Remedies. If an Event of Default shall occur and be continuing, the principal of, premium, if any, and interest on all of the outstanding Securities may be declared due and payable in the manner and with the effect provided in the Indenture. 6. Defeasance. The Indenture contains provisions (which provisions apply to this Security) for (i) defeasance at any time of (a) the entire indebtedness of the Company and the Guarantors under this Security and (b) certain restrictive covenants, in each case upon compliance by the Company with certain conditions set forth therein and (ii) the termination of the Company's and the Guarantors' obligations (subject to certain exceptions) under the Indenture. 7. Amendments and Waivers. The Indenture permits, with certain exceptions as therein provided, the amendment and the modification of the rights and obligations of the Company and the Guarantors and the rights of the Holders under the Indenture, the Securities, the Guarantees, the Intercreditor Agreement, and the Security Documents at any time by the Company, the Guarantors and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time outstanding, on behalf of the Holders of all the Securities, to waive compliance by the Company and the Guarantors with certain provisions of, and to waive certain past defaults under, the Indenture, the Securities, the Guarantees, the Intercreditor Agreement and the Security Documents and their consequences. Any such consent or waiver by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security. 8. Denominations, Transfer and Exchange. The Securities are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of different authorized denominations, as requested by the Holder surrendering the same. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable on the Security register of the Company, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose in the Borough of Manhattan in The City of New York or at such other office or agency of the Company as may be maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any registration of transfer or exchange or redemption or repurchase of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 9. Persons Deemed Owners. Prior to and at the time of due presentment of this Security for registration of transfer, the Company, the Guarantors, the Trustee and any agent of the Company, the Guarantors, or the Trustee may treat the person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security shall be overdue, and neither the Company, the Guarantors, the Trustee nor any agent shall be affected by notice to the contrary. 10. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common ), TENANT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 5 11. Governing Law. This Security shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles. 6 OPTION OF HOLDER TO ELECT PURCHASE If you wish to have this Security purchased by the Company pursuant to Section 4.12 or 4.13 of the Indenture, check the appropriate box: Section 4.12 [ ] Section 4.13 [ ] If you wish to have a portion of this Security purchased by the Company pursuant to Section 4.12 or 4.13 of the Indenture, state the amount (must be $1,000 or an integral multiple of $1,000): $__________ Date: _____________ Your Signature: _____________________________ (Sign exactly as your name appears on the face of this Security) Signature Guarantee: _____________________________ 7 -----END PRIVACY-ENHANCED MESSAGE-----