-----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, Ty7DkJz3bBHaa3gVpeTzVVe/WExUcA+ExSGb3tLpPBPyayNgYGAaDkreWMhwu80O yzmd7+r6qZZVzb9eMYeShg== 0000950134-03-014489.txt : 20031106 0000950134-03-014489.hdr.sgml : 20031106 20031105212424 ACCESSION NUMBER: 0000950134-03-014489 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031105 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031106 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: 03980877 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 d10244e8vk.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): November 5, 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 November 5, 2003, Commercial Metals Company announced the fixed price per $1,000 of principal amount of notes tendered pursuant to the cash tender offer for 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 November 5, 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: November 5, 2003 EXHIBIT INDEX
Exhibit No. Description of Exhibit - ----------- ---------------------- 99.1 Press Release dated November 5, 2003.
EX-99.1 3 d10244exv99w1.txt PRESS RELEASE EXHIBIT 99.1 COMMERCIAL METALS COMPANY ANNOUNCES PRICING FOR TENDER OFFER Dallas -- November 5, 2003 -- Commercial Metals Company (NYSE: CMC), headquartered in Irving, Texas, today announced the reference yield for its previously announced tender offer for any and all of the outstanding 7.20% Notes due 2005 (the "Notes") is 1.794%. CMC will pay a price on the settlement date equivalent to a yield to maturity equal to the sum of (a) the reference yield and (b) a fixed spread of 0.60% plus accrued interest on the Note up to, but excluding, the date of payment. Assuming a settlement date of November 13, 2003, the purchase price would be $1,078.27 per $1,000 principal amount of Notes plus accrued interest on the Note up to, but excluding, the date of payment. The offer for the Notes is made on the terms and subject to the conditions described in the Offer to Purchase dated October 31, 2003, and the related Letter of Transmittal. 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, 30 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, 28 construction-related product warehouses, a railroad salvage company, a copper tube mill, 44 metal recycling facilities and 15 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 2004-04 -----END PRIVACY-ENHANCED MESSAGE-----