UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Amendment No. 4

Tender Offer Statement under Section 14 (d)(1) or 13 (e)(1)

of the Securities Exchange Act of 1934

Oregon Steel Mills, Inc.

(Name of Subject Company (Issuer))

Oscar Acquisition Merger Sub, Inc.

Evraz Group S.A.

(Names of Filing Persons (Offerors))

Common Stock, par value $0.01 per share

 (including the associated preferred stock purchase rights)

(Title of Class of Securities)

686079104

(CUSIP Number of Class of Securities)

Alexander V. Frolov

Chairman of the Board of Directors

Evraz Group S.A.

1 Allée Scheffer

L-2520 Luxembourg

+7 (495) 232-1370

(Name, Address and Telephone Numbers of Person

Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

William A. Groll, Esq.
Neil Q. Whoriskey, Esq.

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

(212) 225-2000

 

CALCULATION OF FILING FEE

Transaction Valuation*

 

Amount of Filing Fee**

$2,300,201,998

 

$246,122

*                 For purposes of calculating the filing fee pursuant to Rule 0-11(d) only, the Transaction Valuation was calculated on the basis of (i) the aggregate of 36,366,830 shares of common stock, par value $0.01 per share, of Oregon Steel Mills, Inc. outstanding on a fully diluted basis, consisting of: (a) 35,818,848 shares of common stock issued and outstanding, (b) 156,911 shares of common stock issuable on or before expiration of the offer pursuant to existing stock options, (c) 15,591 shares of common stock subject to lapse or vesting restrictions and (d) 375,480 shares of common stock underlying other outstanding equity awards and (ii) the tender offer price of $63.25 per share of common stock.

**          The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, is calculated by multiplying the Transaction Valuation by 0.000107.

x          Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $246,122

 

Filing Party: Oscar Acquisition Merger Sub, Inc. and Evraz Group S.A.

Form or Registration No.: Schedule TO-T

 

Date Filed: November 30, 2006

 

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

 

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

 

x

third-party tender offer subject to Rule 14d-1.

o

issuer tender offer subject to Rule 13e-4.

o

going-private transaction subject to Rule 13e-3.

o

amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

 

 


This Amendment No. 4 amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed with the United States Securities and Exchange Commission on November 30, 2006, as amended on December 5, 2006, December 11, 2006, and December 22, 2006 by Evraz Group S.A., a company organized as a société anonyme under the laws of the Grand Duchy of Luxembourg (“Evraz”), and its wholly owned subsidiary Oscar Acquisition Merger Sub, Inc. (“Purchaser”), a Delaware corporation.

 

The Schedule TO relates to the offer by Purchaser to purchase all outstanding shares of common stock, par value $0.01 per share (including the associated preferred stock purchase rights, “Shares”), of Oregon Steel Mills, Inc., a Delaware corporation, at a price of $63.25 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 30, 2006 (the “Offer to Purchase”) and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), which are annexed to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.  Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.

 

Items 1 through 11.

 

Items 1, 4 and 11 of the Schedule TO are hereby amended and supplemented as follows:

 

“On December 28, 2006, Evraz issued a press release announcing that the Offer has been extended until 5:00 pm, New York City time on January 9, 2007, unless further extended or earlier terminated.  The Offer was previously scheduled to expire at 12:00 midnight, New York City time, on December 28, 2006.  Based on information provided by Mellon Investor Services LLC, the depositary for the Offer, as of 5:00 pm New York City time on December 27, 2006, stockholders of Oregon Steel had tendered into the Offer 9,607,810 shares of Oregon Steel common stock.  Except for the extension of the expiration date, all of the other terms and conditions of the tender offer remain unchanged.  A copy of the press release is filed as Exhibit (a)(1)(J).”

 

Item 12.  Exhibits.

 

Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:

 

“(a)(1)(J)  Text of press release issued by Evraz on December 28, 2006.”

 

 

 

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SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: December 28, 2006

 

Evraz Group S.A.

 

 

 

 

By:

/s/ Pavel S. Tatyanin

 

Name:

Pavel S. Tatyanin

 

Title:

Authorized Signatory

 

 

 

 

 

Oscar Acquisition Merger Sub, Inc.

 

 

 

 

 

 

 

By:

/s/ Timur I. Yanbukhtin

 

Name:

Timur I. Yanbukhtin

 

Title:

Authorized Signatory

 

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