-----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, RxgFL3RSpdjNLw6zthjzOHgrlbXBVzI6ka6YkGgq6b5wRkRzoiz3lEsKlsoqrr2o hXUwv2+8CcRSVW+DCc4/fw== 0000950134-03-014242.txt : 20031031 0000950134-03-014242.hdr.sgml : 20031031 20031031104747 ACCESSION NUMBER: 0000950134-03-014242 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031031 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031031 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMERCIAL METALS CO CENTRAL INDEX KEY: 0000022444 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-METALS SERVICE CENTERS & OFFICES [5051] IRS NUMBER: 750725338 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04304 FILM NUMBER: 03968575 BUSINESS ADDRESS: STREET 1: 6565 N. MACARTHUR BLVD., SUITE 800 STREET 2: P O BOX 1046 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 2146894300 MAIL ADDRESS: STREET 1: 6565 N. MACARTHUR BLVD., SUITE 800 STREET 2: PO BOX 1046 CITY: IRVING STATE: TX ZIP: 75039 8-K 1 d10087e8vk.txt FORM 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): October 31, 2003 ---------- COMMERCIAL METALS COMPANY (Exact name of registrant as specified in its charter) DELAWARE 1-4304 75-0725338 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation) Identification No.) 6565 N. MACARTHUR BLVD. 75039 IRVING, TEXAS (Zip Code) (Address of principal executive offices)
Registrant's telephone number, including area code: (214) 689-4300 ================================================================================ ITEM 5. OTHER EVENTS. On October 31, 2003, Commercial Metals Company announced that it is commencing a cash tender offer for up to $100 million in principal amount of its outstanding 7.20% Notes due 2005. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference under Item 5. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits 99.1 Press Release dated October 31, 2003. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. COMMERCIAL METALS COMPANY By: /s/ William B. Larson ------------------------------------------ Name: William B. Larson Title: Vice President and Chief Financial Officer Date: October 31, 2003 EXHIBIT INDEX
Exhibit No. Description of Exhibit - ----------- ---------------------- 99.1 Press Release dated October 31, 2003.
EX-99.1 3 d10087exv99w1.txt PRESS RELEASE Exhibit 99.1 COMMERCIAL METALS COMPANY ANNOUNCES TENDER OFFER FOR $100 MILLION OF 7.20% NOTES DUE 2005 Dallas -- October 31, 2003 -- Commercial Metals Company (CMC: NYSE), headquartered in Irving, Texas, today announced that it is offering to purchase for cash any and all of its $100 million outstanding 7.20% Notes due 2005 (the "Notes") through a tender offer. The tender offer is scheduled to expire at 12:00 p.m. (noon) New York City time, on November 7, 2003, unless extended or earlier terminated (the "Expiration Time"). The purchase price for each $1,000 principal amount of the Notes properly tendered and accepted for payment will be determined in the manner described in the Offer to Purchase dated October 31, 2003 (the "Offer to Purchase") by reference to a fixed spread of 60 basis points over the bid side yield (as quoted on Bloomberg Screen PX4 at 3:00 p.m., New York City time, on the second business day preceding the date on which the offer expires) of the 1.50% U.S. Treasury Notes due July 31, 2005, calculated to the maturity of the Notes, plus accrued and unpaid interest on the Notes up to, but not including, the date of payment of the purchase price. The table below illustrates how the purchase price for each $1,000 principal amount of each Note tendered and accepted for payment pursuant to the tender offer will be determined.
Aggregate Principal Bloomberg CUSIP Amount Reference Reference Number Outstanding Security Treasury Security Page Fixed Spread - ------------------ ----------------- ----------------- ------------------- -------------- --------------- 201723AA1 $100,000,000 7.20% Notes due 1.50% due PX4 60 bp 2005 July 31, 2005
The terms and conditions of the tender offer, including the conditions to CMC's obligation to accept the Notes tendered and pay the purchase price, are set forth in the Offer to Purchase and related Letter of Transmittal. CMC may amend, extend or, subject to certain conditions, terminate the tender offer. Notes tendered pursuant to the offer may be withdrawn at any time prior to the Expiration Time. Tendered Notes may not be withdrawn after the Expiration Time. The offer is conditioned upon at least $70 million in aggregate principal amount of Notes being tendered and not withdrawn as well as certain other conditions as described in the Offer to Purchase. (more) Page 2 Goldman Sachs & Co. is acting as dealer manager. Questions concerning the terms of the tender offer may be directed to Goldman, Sachs & Co., at 800-828-3182 (toll free) or 212-357-3019 (collect). Questions concerning the procedures for tendering Notes or requests for the Offer to Purchase documents may be directed to Mellon Investor Services LLC, the Information Agent and Tender Agent, at 888-509-7937. This press release shall not constitute a tender offer to purchase or a solicitation of acceptance of the tender offer, which may be made only pursuant to the terms of the Offer to Purchase and related Letter of Transmittal. In any jurisdiction where the laws require the tender offer to be made by a licensed broker or dealer, the tender offer shall be deemed made on behalf of CMC by Goldman, Sachs & Co. or one or more registered brokers or dealers under the laws of such jurisdiction. Commercial Metals Company and subsidiaries manufacture, recycle and market steel and metal products, related materials and services through a network including 4 steel minimills, 33 steel fabrication plants, a castellated and cellular beam fabricating plant, 5 steel joist plants, 4 steel fence post manufacturing plants, 2 heat treating plants, a railcar rebuilding facility, 29 construction-related product warehouses, a railroad salvage company, a copper tube mill, 44 metal recycling facilities and 16 marketing and distribution offices in the United States and in strategic overseas markets. -(END)- Contact: Bill Larson Vice President & Chief Financial Officer 214.689.4325 www.commercialmetals.com 2004-03 -----END PRIVACY-ENHANCED MESSAGE-----