-----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, TCAJ68LQZ06gBKJ3zrA3fK7kVruTt2NhS4fKzJpSUSLeDW4e2XnDf1CI+fpyo2/l fPdpR9GYUYE3Tl34B6xOwA== 0001206774-06-001330.txt : 20060616 0001206774-06-001330.hdr.sgml : 20060616 20060616145145 ACCESSION NUMBER: 0001206774-06-001330 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060614 ITEM INFORMATION: Triggering Events That Accelerate or Increase a Direct Financial Obligation under an Off-Balance Sheet Arrangement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060616 DATE AS OF CHANGE: 20060616 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: 06909975 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 os101200.htm FORM 8-K

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): June 14, 2006

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:

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



Section 2 – Financial Information

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On June 14, 2006 Oregon Steel Mills, Inc. (the “Company”) announced that it has elected to redeem all of its outstanding 10% First Mortgage Notes (“Notes”) due on July 15, 2009, at a price equal to 105% of the principal amount of the Notes being redeemed (“Redemption Price”), in accordance with the terms of the Indenture and Notes. The principal amount of Notes outstanding to third parties as of June 14, 2006 was approximately $303 million. The Notes will be redeemed effective July 15, 2006, and interest on the Notes will be paid to that date. In connection with the redemption of the Notes, the Company expects to record a charge of $21.1 million in the third quarter of 2006. The charge consists of approximately $15.1 million for the Notes call premium and $6 million for deferred financing costs related to the original issuance of the Notes.

A Notice of Full Optional Redemption has been mailed to registered holders of the Notes by the trustee for the Notes, U.S. Bank National Association. As a result, the Redemption Price plus all accrued interest will become due and payable on July 15, 2006. 

The redemption will be funded by a combination of cash on hand and borrowings under a new 5 year, $175 million revolving credit facility recently put in place by the Company through General Electric Capital Corporation.   A copy of the Company’s press release dated June 14, 2006 is attached as Exhibit 99.1 to this report.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibit

Exhibit
Number

 

Description


 


99.1

 

Oregon Steel Mills, Inc. Company Press Release dated June 14, 2006, announcing the redemption of all of its outstanding 10% First Mortgage Notes.


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:  June 15, 2006

By:

/s/ Robin A. Gantt

 

 


 

 

Robin A. Gantt

 

 

Corporate Controller

 

 

(Principal Accounting Officer)

EX-99.1 2 os101200ex991.htm EXHIBIT 99.1

EXHIBIT 99.1

OREGON STEEL MILLS, INC.
Portland, Oregon

For Immediate Release

June 14, 2006




Contact:

Ray Adams

 

Chief Financial Officer

 

(503) 240-5223

OREGON STEEL MILLS ANNOUNCES
FIRST MORTGAGE NOTE REDEMPTON

Portland, Oregon, June 14, 2006/Business Wire/--Oregon Steel Mills, Inc. (NYSE: OS) announced today that it has elected to redeem all of its outstanding 10% First Mortgage Notes (“Notes”) due on July 15, 2009, at a price equal to 105% of the principal amount of the Notes being redeemed, in accordance with the terms of the Indenture and Notes.  The principal amount of Notes outstanding to third parties as of the date of this press release was approximately $303 million.  The Notes will be redeemed effective July 15, 2006, and interest on the Notes will be paid to that date.  In connection with the redemption of the Notes, Oregon Steel expects to record a charge of $21.1 million in the third quarter of 2006.  The charge consists of approximately $15.1 million for the Notes call premium and $6 million for deferred financing costs related to the original issuance of the Notes.

Jim Declusin, the Company’s President and CEO stated, “One of our stated priorities over the past two years has been to reduce debt and improve our financial liquidity. This action eliminates the expensive high-yield debt issued in 2002, reduces our net interest expense dramatically and contributes to our on-going efforts to strengthen our financial position.”

The redemption will be funded by a combination of cash on hand and borrowings under a new 5 year, $175 million revolving credit facility recently put in place by the Company through General Electric Capital Corporation. 

A Notice of Full Optional Redemption has been mailed to registered holders of the Notes by the trustee for the Notes, U.S. Bank National Association.  Questions from bondholders regarding the redemption process can be directed to U.S. Bank’s Bondholder Services at 1 (800) 934-6802.  This announcement is neither a request nor an offer for tender of securities of Oregon Steel.

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; 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 our most recently filed Form 10-K, Form 10-Q and other SEC reports.

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, Oregon and Camrose, Alberta, Canada.  The Rocky Mountain Steel Mills Division, located in Pueblo, Colorado, produces steel rail, rod, bar, and tubular products.

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