-----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, TaKK+eeVNMgnfRKchvjxX+661OTDpsTGnkvsTr43ywLRkZMDgVxd3CX187+LsPnT KUsf5f5EQt7UWn4JZAoJYg== 0000949111-00-000004.txt : 20000107 0000949111-00-000004.hdr.sgml : 20000107 ACCESSION NUMBER: 0000949111-00-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991223 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000106 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: SEC FILE NUMBER: 001-09887 FILM NUMBER: 502416 BUSINESS ADDRESS: STREET 1: 1000 BROADWAY BLDG STREET 2: 1000 S W BROADWAY, STE 2200 CITY: PORTLAND STATE: OR ZIP: 97205 BUSINESS PHONE: 5032239228 MAIL ADDRESS: STREET 1: 1000 SW BROADWAY STREET 2: PO BOX 5368 CITY: PORTLAND STATE: OR ZIP: 97205 8-K 1 FORM 8-K - OREGON STEEL MILLS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): December 23, 1999 OREGON STEEL MILLS, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware ---------------------------------------------- (State or other jurisdiction of incorporation) 1-9887 94-0506370 ------------------------ --------------------------------- (Commission File Number) (IRS Employer Identification No.) 1000 SW Broadway, PO Box 5368, Portland, OR 97205 -------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (503) 223-9228 1 Item 5. Other Events. On December 23, 1999, the Board of Directors of Oregon Steel Mills, Inc. (the "Corporation") declared a dividend distribution of one preferred stock purchase right (a "Right") for each outstanding share of Common Stock, $0.01 par value per share (the "Common Stock"), of the Corporation held by stockholders of record on January 12, 2000 (the "Record Date"). Each Right entitles the registered holder to purchase from the Corporation one one-thousandth (1/1000) of a share of preferred stock of the Corporation, designated as Participating Preferred Stock (the "Preferred Stock") at a price of $42.00 per one one-thousandth (1/1,000) of a share (the "Exercise Price"). The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement"), dated as of December 23, 1999, between the Corporation and ChaseMellon Shareholder Services, LLC, as Rights Agent (the "Rights Agent"). The Rights Agreement provides that Common Shares that become outstanding after the Record Date will also be entitled to one Right per Common Share. The Rights are in all respects governed by and subject to the terms of the Rights Agreement, as it may be amended, and which is incorporated herein by reference. A summary description of the Rights is set forth in Exhibit A to the Rights Agreement, which description is qualified by reference to the Rights Agreement. The Rights have certain anti-takeover effects. The Rights will cause substantial dilution to a person or group that attempts to acquire the Company unless the offer is a "Qualifying Offer" as defined in the Rights Agreement. However, the Rights generally should not interfere with any merger or other business combination approved by the Board of Directors. Item 7. Financial Statements and Exhibits. (a) Financial statements of business acquired: None. (b) Pro forma financial information: None. (c) Exhibits: Exhibit Number Exhibit 10.1 Rights Agreement between Oregon Steel Mills, Inc. and ChaseMellon Shareholder Services, LLC, as Rights Agent (Filed as Exhibit 1 to the Company's Registration Statement on Form 8-A (SEC Reg. No. 1-9887) and incorporated by reference herein). 10.2 Summary of Rights to Purchase Participating Preferred Stock (Filed as Exhibit 2 to the Company's Registration Statement on Form 8-A (SEC Reg. No. 1-9887) and incorporated by reference herein). 10.3 Form of Rights Certificate and Election to Purchase (Filed as Exhibit 3 to the Company's Registration 2 Statement on Form 8-A (SEC Reg. No. 1-9887) and incorporated by reference herein). 10.4 Form of Certificate of Designations of Participating Preferred Stock (Filed as Exhibit 4 to the Company's Registration Statement on Form 8-A (SEC Reg. No. 1-9887) and incorporated by reference herein). 3 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. (Registrant) Date: December 28, 1999 By: /s/ L. Ray Adams -------------------------------------- L. Ray Adams Vice President of Finance and Chief Financial Officer 4 Index to Exhibits Exhibit Number Exhibit 10.1 Rights Agreement between Oregon Steel Mills, Inc. and ChaseMellon shareholder Services, LLC, as Rights Agent (Filed as Exhibit 1 to the Company's Registration Statement on Form 8-A (SEC Reg. No. 1-9887) and incorporated by reference herein). 10.2 Summary of Rights to Purchase Participating Preferred Stock (Filed as Exhibit 2 to the Company's Registration Statement on Form 8-A (SEC Reg. No. 1-9887) and incorporated by reference herein). 10.3 Form of Rights Certificate and Election to Purchase (Filed as Exhibit 3 to the Company's Registration Statement on Form 8-A (SEC Reg. No. 1-9887) and incorporated by reference herein). 10.4 Form of Certificate of Designations of Participating Preferred Stock (Filed as Exhibit 4 to the Company's Registration Statement on Form 8-A (SEC Reg. No. 1-9887) and incorporated by reference herein). 5 -----END PRIVACY-ENHANCED MESSAGE-----