-----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, OdhI0TWhT3UsXzPRhN+3voLsXEslMW18TCvOS+diV7mAzoUBGxAAmomc1faMB8Zz jC8Vv8hALxPl+2+vkqihvQ== 0000830260-02-000009.txt : 20020509 0000830260-02-000009.hdr.sgml : 20020509 ACCESSION NUMBER: 0000830260-02-000009 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020509 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-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09887 FILM NUMBER: 02638853 BUSINESS ADDRESS: STREET 1: 1000 SW BROADWAY STREET 2: STE 2200 CITY: PORTLAND STATE: OR ZIP: 97205 BUSINESS PHONE: 5032405788 MAIL ADDRESS: STREET 1: PO BOX 5368 CITY: PORTLAND STATE: OR ZIP: 97228 10-K/A 1 osm10ka.txt AMENDED OSM 10-K WITH EXHS. 21.0 AND 23.0 ... SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A (Amendment No. 1) ANNUAL REPORT FILED PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001 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 S.W. BROADWAY SUITE 2200 PORTLAND, OREGON 97205 - ------------------------------------------------------------------------------- (Address of principal executive office) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (503) 223-9228 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: Name of each exchange Title of each class on which registered ------------------------ -------------------------------- Common Stock, $.01 par value per share New York Stock Exchange 11% First Mortgage Notes due 2003 New York Stock Exchange SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.[ X] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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 --- --- State the aggregate market value of the voting stock held by non-affiliates of the registrant. BASED ON LAST SALE, JANUARY 31, 2002: $148,246,310 Indicate the number of shares outstanding of each of the registrant's classes of stock as of January 31, 2002: COMMON STOCK, $.01 PAR VALUE 25,786,854 ---------------------------- ----------------------------- (Title of Class) (Number of shares outstanding) DOCUMENTS INCORPORATED BY REFERENCE: Proxy statement for the Registrant's Annual Meeting of Stockholders to be held April 25, 2002 is incorporated by reference into Part III of this report. OREGON STEEL MILLS, INC. TABLE OF CONTENTS Attached are the following exhibits: 10.11** Annual Incentive Plan 21.0 Subsidiaries of Registrant 23.0 Consent of Independent Accountants **Management contract or compensatory plan. SIGNATURES REQUIRED FOR FORM 10-K/A Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Oregon Steel Mills, Inc. has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. OREGON STEEL MILLS, INC. (Registrant) By /s/ L. Ray Adams --------------------------- Vice President - Finance, Chief Financial Officer, and Treasurer (Principal Financial Officer) EX-10 3 exh1011.txt ANNUAL INCENTIVE PLAN Exhibit 10.11 ANNUAL INCENTIVE PLAN FOR CERTAIN MANAGEMENT EMPLOYEES To attract, motivate, reward and retain management employees, and to align their interests with those of the Company's stockholders the Company established the Annual Incentive Plan ("AIP") to provide additional cash compensation to designated executives of the Company based on the achievement of objective performance targets. Threshold, Target and Exceptional Performance benchmarks are approved by the Compensation Committee for each Performance Period in terms of Return on Assets ("ROA"), Plant Contribution, or other criteria as determined. Participants are limited to the CEO and those other executives who, because of their significant impact on the current and future success of the Company, the CEO recommends and the Committee approves for participation in the AIP for that Performance Period. Participants have an opportunity to earn an award based on the actual results of the Operating Unit and/or Company compared with the Performance Target. Each participant is assigned a certain multiple of base salary as the target opportunity, based on level of responsibility. In addition, each participant is assigned factors weighting Operating Unit and Company performance in the calculation of the award. The award for achievement of Threshold performance is 50% of the Target award. The award for achievement of Exceptional performance is 150% of the Target award. Results below the Threshold benchmark earn no award. To be eligible to receive an Award for any Performance Period a Participant must be actively employed by the Company on the last day of the Performance Period. Earned awards are paid in a single lump sum after actual results are finalized. EX-21 4 exh21.txt SUBSIDIARIES OF THE REGISTRANT 2002 EXHIBIT 21.0 Subsidiaries of Registrant Subsidiaries of OREGON STEEL MILLS, INC. Camrose Pipe Company (a partnership) - Alberta, Canada Canadian National Steel Corporation - Alberta, Canada Camrose Pipe Corporation - Delaware GlassificationTM International, Ltd. (a partnership) - Oregon New CF&I, Inc. - Delaware OSM Distribution, Inc. - Delaware Oregon Steel Mills Processing, Inc. - Delaware Oregon Steel de Guayana, Inc. - Delaware OSM GlassificationTM, Inc. - Oregon CF&I Steel, L.P. (a partnership) - Delaware - dba Rocky Mountain Steel Mills Colorado & Wyoming Railway Company - Delaware Oregon Feralloy Partners (a partnership) - Oregon LSI Plate (a partnership) - Oregon EX-23 5 exh23.txt PRICEWATERHOUSECOOPERS CONSENT EXHIBIT 23.0 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 33-26739, 33-58302, and No. 333-68732) of Oregon Steel Mills, Inc. of our report dated March 22, 2002 relating to the financial statements and financial statement schedule, which appears in this Form 10-K. /s/PRICE WATERHOUSE LLP Portland, Oregon March 26, 2002 -----END PRIVACY-ENHANCED MESSAGE-----