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): SEPTEMBER 29, 2004
OREGON STEEL MILLS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-9887 94-0506370
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1000 S.W. BROADWAY, SUITE 2200; PORTLAND, OREGON 97205
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(Address of principal executive offices) (Zip code)
(503) 223-9228
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(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)
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 29, 2004, Oregon Steel Mills, Inc. entered into an
Underwriting Agreement with CIBC World Markets Corp. and UBS
Securities LLC, as representatives of the underwriters named in the
Underwriting Agreement. The Underwriting Agreement provides for the
purchase by the underwriters of 7,500,000 shares of Oregon Steel
Mills, Inc.'s common stock. In addition, the underwriters will have
an option to purchase up to an additional 1,125,000 shares of
common stock from Oregon Steel Mills, Inc. to cover
over-allotments, if any. The underwriters will pay Oregon Steel
Mills, Inc. $15.16 per share for all shares purchased. The
Underwriting Agreement is subject to customary representations and
warranties, indemnification provisions, and closing conditions and
is expected to close on Tuesday, October 5, 2004. A copy of the
Underwriting Agreement was filed as Exhibit 1.1 to Amendment No. 2
to Form S-3 Registration Statement (File No. 333-118959) filed with
the SEC on September 23, 2004.
SECTION 7 - REGULATION FD
ITEM 7.01. REGULATION FD DISCLOSURE
On September 14, 2004, Oregon Steel Mills, Inc. ("Company") filed
with the Securities and Exchange Commission a registration
statement on Form S-3 (File No. 333-118959), as amended by
Amendment No. 1 filed on September 20, 2004, and Amendment No. 2,
filed on September 23, 2004 (collectively, the "Registration
Statement"), relating to the registration under the Securities Act
of 1933 of 8,625,000 shares of $0.01 par value Common Stock of the
Company (which includes 1,125,000 shares subject to the
underwriters' over-allotment option) with an aggregate offering
price to the public of $16.00 per share, which Registration
Statement was declared effective on September 29, 2004.
The Company's Press Release, dated September 29, 2004, is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT
NUMBER DESCRIPTION
99.1 Oregon Steel Mills, Inc. Company Press Release dated September 29,
2004, regarding the registration and pricing of common stock.
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.
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(Registrant)
Date: September 29, 2004 By: /s/ Jeff S. Stewart
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Jeff S. Stewart
Corporate Controller
(Principal Accounting Officer)