-----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, RLwqJ4rq8DF/Z64tZ3z5OtfO16hfAt28dGH1NWbjB/w/UlTf45HG45gHff0uKOGX Pino+nGZC4xNxf7TonzKLw== 0000950134-07-020194.txt : 20070920 0000950134-07-020194.hdr.sgml : 20070920 20070919182253 ACCESSION NUMBER: 0000950134-07-020194 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070919 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070920 DATE AS OF CHANGE: 20070919 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMERCIAL METALS CO CENTRAL INDEX KEY: 0000022444 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] 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: 071125506 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 d50022e8vk.htm FORM 8-K e8vk
 

 
 
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) September 19, 2007
Commercial Metals Company
 
(Exact Name of Registrant as Specified in Its Charter)
Delaware
 
(State or Other Jurisdiction of Incorporation)
     
1-4304   75-0725338
     
(Commission File Number)   (IRS Employer Identification No.)
     
6565 N. MacArthur Blvd.
Irving, Texas
  75039
     
(Address of Principal Executive Offices)   (Zip Code)
(214) 689-4300
 
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
 
(Former Name or Former Address, if Changed Since Last Report)
     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 (see General Instruction A.2. below):
     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))
 
 

 


 

Item 7.01 Regulation FD Disclosure.
Commercial Metals Closes Transaction to Acquire Croatian Mill
     On September 19, 2007, Commercial Metals Company (the “Company”) issued a press release announcing that its Swiss subsidiary, Commercial Metals International AG, has completed the acquisition of all the outstanding shares of Valjaonica Cijevi Sisak (“VCS”) from the Croatian Privatization Fund and Croatian government. VCS’s name has been changed to CMC Sisak d.o.o. (“CMC Sisak”). CMC Sisak is an electric arc furnace based steel pipe manufacturer with annual capacity estimated at about 305,000 metric tons.
     The purchase price includes the assumption of all debt owed by VCS to the Croatian government, banks and trade creditors (approximately U.S. $45 million) and an additional payment (maximum of approximately U.S. $7 million) for the shares. CMC Sisak plans to spend not less than U.S. $38 million over five years in capital expenditures and will retain existing employees for a period of three years.
     A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Commercial Metals Closes Transaction to Acquire Economy Steel, Inc.
     On September 19, 2007, the Company issued a press release announcing that it has completed the acquisition of substantially all the operating assets of Economy Steel, Inc. of Las Vegas, Nevada. The acquired assets will operate under the new name of CMC Economy Steel and as part of CMC Americas’ Fabrication and Distribution segment.
     Established in 1980, CMC Economy Steel is a rebar fabricator, placer, construction-related products supplier and steel service center. Karl Gamertsfelder, Area Manager — Desert States, will assume the role of General Manager and Chuck Darnell, former owner of Economy Steel, Inc., will serve as Operations Manager for the facility.
     A copy of the press release is attached to this Form 8-K as Exhibit 99.2 and is incorporated herein by reference. The information in this Item 7.01, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
  (d)   Exhibits
 
      The following exhibits are furnished with this Form 8-K.
 
  99.1   Press Release, dated September 19, 2007.
 
  99.2   Press Release, dated September 19, 2007.

 


 

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.
         

Date: September 19, 2007
 
COMMERCIAL METALS COMPANY

 
 
  By:   /s/ David M. Sudbury   
  Name:   David M. Sudbury   
  Title:   Senior Vice President, Secretary and General Counsel   
 

 


 

EXHIBIT INDEX
     
Exhibit No.   Description of Exhibit
 
   
99.1
  Press Release, dated September 19, 2007.
99.2
  Press Release, dated September 19, 2007.

 

EX-99.1 2 d50022exv99w1.htm PRESS RELEASE exv99w1
 

Exhibit 99.1
Commercial Metals Company Closes Acquisition of Croatian Mill;
Mill Renamed CMC Sisak
     Irving, TX — September 19, 2007 —Commercial Metals Company (NYSE: CMC), headquartered in Irving, Texas, announced today that its Swiss subsidiary, Commercial Metals International AG, has completed the acquisition of all outstanding shares of Valjaonica Cijevi Sisak (VCS) from the Croatian Privatization Fund and Croatian government. VCS’s name has been changed to CMC Sisak d.o.o. (CMC Sisak). CMC Sisak is an electric arc furnace based steel pipe manufacturer with annual capacity estimated at about 305,000 metric tons.
     The purchase price includes the assumption of all debt owed by VCS to the Croatian government, banks and trade creditors (approximately U.S. $45 million) and an additional payment (maximum of approximately U.S. $7 million) for the shares. CMC Sisak plans to spend not less than U.S. $38 million over five years in capital expenditures and will retain existing employees for a period of three years.
     Hanns Zoellner, Executive Vice President of CMC and President of CMC International, stated, “The new name denotes both CMC’s financial strength, steelmaking expertise and global market emphasis while continuing the Sisak brand tradition which is synonymous with quality pipes and tubes. With better utilization of existing capacity and increased sales through the CMC International division, we believe CMC Sisak will become a profitable operation achieving our financial targets. Our plans include expenditures for environmental improvements as well as improved efficiency in the steelmaking operation through installation of a new electric arc furnace, a ladle furnace and upgrades to the caster. Our strategy is to expand CMC’s production capability in tubular and other products in the key markets of Central and Eastern Europe, and CMC Sisak is the optimal platform for growth in this key region.”
(more)

 


 

Commercial Metals Company Closes Acquisition of Croatian Mill
Page 2
     Murray R. McClean, CMC’s President & Chief Executive Officer, added, “We are pleased with the successful completion of the privatization of CMC Sisak which is very important for the Croatian economy. Our main objective is to make what we now proudly call CMC Sisak competitive in global markets. I am certain with the combined experience and knowledge of our employees, adequate capital investments and the position of CMC in the global marketplace, we will realize that goal and ensure growth and prosperity for CMC Sisak.”
Forward-Looking Statements
     Statements made in this press release that relate to future events, expectations, performance or financial results of CMC are forward-looking statements within the meanings of securities laws. CMC cautions that, by their nature, forward-looking statements involve risk and uncertainty. In particular there can be no assurance that the acquisition discussed in this press release will be advantageous to CMC or that profitability or other financial objectives will be achieved.
     Commercial Metals Company and subsidiaries manufacture, recycle and market steel and metal products, related materials and services through a network including steel minimills, steel fabrication and processing plants, construction-related product warehouses, a copper tube mill, metal recycling facilities and marketing and distribution offices in the United States and in strategic overseas markets.
-(END)-
Contact: Debbie Okle
Director, Public Relations
214.689.4354
2007-31

 

EX-99.2 3 d50022exv99w2.htm PRESS RELEASE exv99w2
 

Exhibit 99.2
Commercial Metals Company Acquires Economy Steel
     Irving, Texas — September 19, 2007 — Commercial Metals Company (NYSE: CMC), headquartered in Irving, Texas, announced today that it has completed the acquisition of substantially all the operating assets of Economy Steel, Inc. of Las Vegas, Nevada. The acquired assets will operate under the new name of CMC Economy Steel and as part of CMC Americas’ Fabrication and Distribution segment.
     Established in 1980, CMC Economy Steel is a rebar fabricator, placer, construction-related products supplier and steel service center. Karl Gamertsfelder, Area Manager — Desert States, will assume the role of General Manager and Chuck Darnell, former owner, will serve as Operations Manager for the facility.
     Russ Rinn, CMC Executive Vice President and CMC Americas President, said, “This acquisition fits strategically with our company initiative for growth and expansion into a new geographic market. The purchase will also support the development and operational success of CMC’s future micromill in Arizona.”
     Commercial Metals Company and subsidiaries manufacture, recycle and market steel and metal products, related materials and services through a network including steel minimills, steel fabrication and processing plants, construction-related product warehouses, a copper tube mill, metal recycling facilities and marketing and distribution offices in the United States and in strategic overseas markets.
-(END)-
Contact: Debbie Okle
Director, Public Relations
214.689.4354
2007-32

 

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