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): MARCH 1, 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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Reasons for the Filing
This Form 8-K disclosure relates to 2005 Director and Named Executive Officer
Compensation. In August 2004, Form 8-K disclosure requirements were changed to
require disclosure within 4 business days of certain specified events. One of
these events is entering into material agreements with directors and officers.
Historically, the mere setting of annual salaries and other compensation items
were not considered Form 8-K disclosure events. In November 2004, the SEC
provided guidance as to disclosure under Form 8-K of director and named
executive officer compensation. The SEC's current position is that the annual
setting of director compensation requires filing.
Given the SEC's current position, Oregon Steel Mills, Inc. (the "Company") is
disclosing its 2005 Director and Named Executive Office Compensation in summary
fashion. Traditionally, the Company has set salaries and other compensation
goals and awards in the first quarter of a fiscal year, such as the goals and
awards under the Annual Incentive Plan and long-term incentive stock option
plan. Many of the items discussed below are annual goal and award setting under
existing plans.
This summary is not intended to be a complete description of all of the
compensation terms. For further information, review the Company's Form 10-K for
the year ended December 31, 2004 and related proxy statement.
Compensation Study
In 2004, the Nominating/Corporate Governance and Compensation Committee
("Compensation Committee") of the board of directors of the Company engaged an
independent compensation consultant to assist it with reviewing and if needed,
designing director and executive officer compensation programs that would
closely align the interests of the Company's directors and executives with its
stockholders. After reviewing the findings of the independent consultant and
other considerations, the Compensation Committee recommended, and the Board of
Directors approved the following changes to the non-employee directors' and
executive officers' compensation.
2005 DIRECTORS COMPENSATION
At the February 3, 2005 and March 1, 2005 board meetings, the Committee
recommended and the Board approved the following non-employee director
compensation program, effective as of April 28, 2005:
[BULLET] The annual fee paid to non-employee directors was raised to $25,000
from $21,000, payable after the Annual Meeting of Stockholders
[BULLET] Board and committee meeting fees remain unchanged at $1,200 per
meeting
[BULLET] The chairman of the Audit Committee and the Compensation Committee
will be paid an additional annual fee of $4,000, payable after the
Annual Meeting of Stockholders
[BULLET] The lead outside director will be paid an additional annual fee of
$6,000, payable after the Annual Meeting of Stockholders
[BULLET] Subject to approval by the stockholders of the Directors' Equity
Compensation Plan at the next annual meeting of stockholders, upon
initial election or appointment to the Board, a new non-employee
director will be granted $30,000 (dollar denominated) in restricted
stock, vesting in equal parts over three years instead of a grant of
options to purchase 2,000 shares of common stock under the previous
director compensation program
[BULLET] Subject to approval by the stockholders of the Directors' Equity
Compensation Plan at the next Annual Meeting of Stockholders,
non-employee directors will receive an annual grant of $25,000
(dollar-denominated) in restricted stock, vesting in equal parts over
three years instead of an annual grant of options to purchase 1,500
shares of common stock under the previous director compensation
program
Stockholder approval of the Oregon Steel Mills, Inc. Directors' Equity
Compensation Plan will be sought at the Annual Meeting of Stockholders scheduled
for April 28, 2005.
2005 LONG TERM INCENTIVE PLAN
At the March 1, 2005 board meeting, the Board adopted, upon the recommendation
of its Compensation Committee, the Oregon Steel Mills, Inc. Long Term Incentive
Plan ("LTIP"), subject to stockholder approval. The LTIP authorizes the grant of
several types of stock-based awards, including incentive stock options,
non-qualified stock options, stock appreciation rights, restricted stock awards,
restricted stock units, unrestricted stock awards and cash awards.
At the March 1, 2005 board meeting, the Board approved, upon the recommendation
of the Compensation Committee, the grant of performance-based equity awards
("Performance Shares") under the LTIP to executive officers of the Company as a
component of their total 2005 compensation package. The awards are subject to
the approval of the LTIP by the stockholders. Each award is expressed as a
target number of Performance Shares of the Company's common stock determined by
dividing the target long term incentive value by the 20 trading day average
closing share price at the beginning of the performance cycle. The number of
Performance Shares, if any, actually earned by the grantee under an award will
be based upon the performance of the
-1-
Company over a three-year performance period (the "Performance Period"). For the
Performance Shares, which are the subject of the grants awarded on March 1,
2005, the Performance Period started January 1, 2005. Depending upon the
Company's performance with reference to the performance categories described
below, a grantee ultimately may earn from zero to two times the target number of
Performance Shares granted.
Grants of a total of 57,600 Performance Shares were awarded on March 1, 2005,
subject to the results of the performance criteria for the three-year
Performance Period 2005 through 2007. Among the recipients of the awards were
the following named executive officers for 2005 and their corresponding target
award: James E. Declusin, President and Chief Executive Officer (24,000
Performance Shares); L. Ray Adams, Vice President Finance, Chief Financial
Officer and Treasurer (12,000 Performance Shares); Jennifer R. Murray, Vice
President Administration and Corporate Secretary, (3,000 Performance Shares) and
Robert A. Simon, Vice President and General Manager RMSM, (4,600 Performance
Shares). The performance categories used to determine how many Performance
Shares ultimately will be earned are (1) the Company's total shareholder return
("TSR"), defined as stock price appreciation including reinvestment of
dividends, during the Performance Period relative to the TSR during that same
period of the selected industry peer group, and (2) the 3-year average EBITDA
per ton shipped. One half of the total target number of Performance Shares
awarded may be earned based on the relative TSR performance and the other half
may be earned based on the EBITDA per ton shipped performance. For each
performance category, performance levels have been set that will earn threshold
(.25 times), target (1 times) and superior (2 times) payouts. If the threshold
performance level is not achieved in a category as of the end of the award's
Performance Period, then none of the Performance Shares tied to that category
would be earned. If at least the threshold is achieved in a category, then
Performance Shares will be earned in an amount equal to the number of the
award's target shares tied to that category, multiplied by a percentage
determined by a straight-line interpolation between the level of the Company's
performance in that category and the above-stated payout percentages. Earned
awards will be paid 60% in cash and 40% in Company stock.
Stockholder approval of the LTIP will be sought at the Annual Meeting of
Stockholders scheduled for April 28, 2005.
2005 ANNUAL INCENTIVE PLAN FOR MANAGEMENT PERSONNEL
On March 1, 2005, the Committee recommended and the Board approved the 2005
Annual Incentive Plan ("2005 AIP") and the award opportunities. The terms of the
2005 AIP provide for annual cash incentive award opportunities based upon
Company performance measures, with threshhold, target, stretch and extraordinary
levels. The amount of incentive will be calculated by multiplying base salary by
the product of the approved incentive percentage and the multiplier. The goals
for 2005 are a combination of (i) operational goals (weighted 10%) and (ii) net
income (weighted 90%). Achievement of the performance measurements, at the
threshold level results in a multiplier of .5; target level - 1 times; stretch
1.5 times and extraordinary 2 times. The Committee has full discretion to
determine the extent to which goals have been achieved, the payment level and
whether any final payment will be made. The approved target incentive awards,
expressed as a percentage of base salary, of the named executive officers for
2005 are the same as for 2004 and are as follows: James E. Declusin (70%), L.
Ray Adams (50%), Jennifer R. Murray (40%) and Robert A. Simon (40%).
EXECUTIVE OFFICER BASE COMPENSATION
On February 3, 2005, the Committee recommended and the Board of Directors
approved salaries for the Company's named executive officers. The base salaries
of the named executive officers for 2005 are as follows: James E. Declusin
($560,000), L. Ray Adams ($280,000), Jennifer R. Murray ($181,500) and Robert
Simon ($242,000). The Company intends to provide additional information
regarding the compensation awarded to the named executive officers in respect of
and during the year ended December 31, 2004, in the proxy statement for the
Company's 2005 annual meeting of stockholders, which is expected to be filed
with the Securities and Exchange Commission in March 2005.
-2-
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: March 7, 2005 By: /s/ Jeff S. Stewart
-------------------------- -------------------------------------
Jeff S. Stewart
Corporate Controller
(Principal Accounting Officer)