-----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, CbgHGyFoiheadj1dzT+shYUAUArjYQrnTbZnOB5R0eXBuSqWXURdpzKTmwd0kaNe 6cnkHvq8IUQ4h5PpeG3eHQ== 0000830260-05-000001.txt : 20050201 0000830260-05-000001.hdr.sgml : 20050201 20050131174120 ACCESSION NUMBER: 0000830260-05-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041231 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050201 DATE AS OF CHANGE: 20050131 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: 1934 Act SEC FILE NUMBER: 001-09887 FILM NUMBER: 05563135 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 8-K 1 osm8kearnestcov.txt 4TH QUARTER EARNINGS ESTIMATE 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): JANUARY 31, 2005 OREGON STEEL MILLS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 1-9887 94-0506370 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1000 S.W. BROADWAY, SUITE 2200; PORTLAND, OREGON 97205 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) (503) 223-9228 - -------------------------------------------------------------------------------- (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)) ITEM 8.01 OTHER EVENTS On January 31, 2005, Oregon Steel Mills, Inc. issued a press release, announcing that the Company is increasing its fourth quarter 2004 earnings estimate. The Company provides in the press release an estimate of net income exclusive of labor dispute settlement adjustments, a non-GAAP financial measure. The Company believes the non-GAAP measure is useful to investors when comparing to prior periods because it believes the excluded items are non-recurring. The Company's management uses this non-GAAP financial measure along with the most directly comparable GAAP financial measure in evaluating the Company's operating performance. The Company's press release is attached as exhibit 99.1. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits EXHIBIT NUMBER DESCRIPTION 99.1 Oregon Steel Mills, Inc. Company Press Release dated January 31, 2005, announcing that the Company is increasing its fourth quarter 2004 earnings estimate. 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. - -------------------------------------------------------------------------------- (Registrant) Date: January 31, 2005 By: /s/ Jeff S. Stewart ----------------------------- ---------------------------------- Jeff S. Stewart Corporate Controller (Principal Accounting Officer) EX-99 2 exh991earnest.txt PRESS RELEASE 4TH QTR. EARNINGS ESTIMATE. EXHIBIT 99.1 OREGON STEEL MILLS, INC. Portland, Oregon FOR IMMEDIATE RELEASE January 31, 2005 - -------------------------------------------------------------------------------- Contact: Ray Adams Chief Financial Officer (503) 240-5223 OREGON STEEL MILLS INCREASES 2004 FOURTH QUARTER EARNINGS ESTIMATE Portland, Oregon, January 31, 2005/Business Wire/--Oregon Steel Mills, Inc. (NYSE: OS) announced today it is increasing its fourth quarter 2004 earnings estimate. In early November, Oregon Steel forecasted fourth quarter net income from continuing operations within a range of $1.05 to $1.15 per diluted share, exclusive of any further labor dispute settlement adjustments. The Company now estimates fourth quarter net income from continuing operations of $1.25 to $1.35 per diluted share based on approximately 35.1 million diluted weighted average shares outstanding during the fourth quarter of 2004. These amounts exclude the estimated $4.5 million charge (approximately $.13 per diluted share) in the fourth quarter of 2004 related to the previously disclosed early retirement option offered to certain union employees of the Company. The Company expects to have an effective income tax rate of approximately three percent in the fourth quarter of 2004. The Company notes that the expected improved results will be due, in part, to higher than anticipated plate demand and plate pricing and lower than forecasted scrap prices. The Company will announce its final 2004 annual and fourth quarter financial results and provide its outlook for 2005 during the first week of March 2005. FORWARD-LOOKING STATEMENTS Forward-looking statements in this release 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; cost and availability of raw materials; potential equipment malfunction; and plant construction and repair delays. For more detailed information, please review the discussion of risks, which may cause results to differ materially, in the Company's most recently filed Form 10-K, Form 10-Q and other SEC reports. -1- These forward-looking statements should not be relied upon as representing the Company's views as of any subsequent date and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, after the date they are made. Oregon Steel Mills, Inc. is organized into two divisions. The Oregon Steel Division produces steel plate, coil, welded pipe and structural tubing from plants located in Portland and Camrose, Alberta, Canada. The Rocky Mountain Steel Mills Division, located in Pueblo, Colorado, produces steel rail, rod, bar, and tubular products. -2- -----END PRIVACY-ENHANCED MESSAGE-----