EXHIBIT 4(i)e
COMMERCIAL METALS COMPANY
OFFICERS' CERTIFICATE
Pursuant to the Indenture dated as of July 31, 1995 (the "Indenture")
by and between Commercial Metals Company, a Delaware corporation (the
"Company"), and The Chase Manhattan Bank, as trustee (the "Trustee"), and
resolutions adopted by the Pricing Committee of the Company's Board of Directors
as of July 30, 1997, this Officers' Certificate is being delivered to the
Trustee to establish the terms of a series of Securities in accordance with
Section 301 of the Indenture and to establish the form of the Securities of such
series in accordance with Section 201 of the Indenture.
Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the Indenture.
A. Establishment of Series of Securities Pursuant to Section 301 of the
Indenture.
The Company hereby establishes, pursuant to Section 301 of the
Indenture, a series of Securities that shall have the following terms:
1. The series of Securities being authorized hereby shall bear the
title "6.80% Notes due August 1, 2007" (the "Notes").
2. The aggregate principal amount of the Notes which may be
authenticated and delivered under the Indenture shall be limited to $50,000,000
(except for Notes authenticated and delivered upon registration of transfer of,
or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305,
306, 906 or 1107 of the Indenture and except for any Notes which, pursuant to
Section 303 of the Indenture, are deemed never to have been authenticated and
delivered under the Indenture).
3. Interest on each Note shall be payable to the person in whose name
the Note (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be January 15
or July 15 (whether or not a Business Day) as the case may be, next preceding
the relevant Interest Payment Date (as defined in the paragraph 5 hereof).
4. The Notes shall mature on August 1, 2007, at which time the entire
principal amount of the Notes and all accrued but unpaid interest on the Notes
will be due and payable.
5. Each Note shall bear interest at the annual rate of 6.80% commencing
on August 1, 1997. Interest on the Notes shall be payable semi-annually on
February 1 and August 1 in each year, commencing February 1, 1998 (each an
"Interest Payment Date"), subject to the provisions of Section 113 of the
Indenture, with such interest computed in accordance with Section 310 of the
Indenture.
6. Notes may not be redeemed by the Company at the option of the
Company prior to maturity.
7. The Company shall have no obligation to redeem or purchase Notes at
the option of a Holder thereof or pursuant to any sinking fund or analogous
provisions.
8. The Notes shall be issued only in minimum denominations of $100,000
and integral multiples of $1,000 in excess thereof.
9. Payments of the principal of and any premium and interest on the
Notes shall be made in the currency of the United States of America.
10. Neither the amount of payments of principal of, or any premium or
interest on, any Notes shall be determined by reference to an index.
11. The Notes shall initially be issued as book-entry notes in the form
of one fully registered Global Security which will be deposited with, or on
behalf of The Depository Trust Company, as depositary (the "Depositary"), and
registered in the name of the Depositary's nominee. Beneficial interests in the
Notes will be shown on, and transfers thereof will be effected only through,
records maintained by the Depositary and its participants. Except as described
in Section 305 of the Indenture, Notes in definitive certificated form shall not
be issuable to any Person other than the Depositary and such Global Security may
not be exchanged for Notes registered in the name of, nor may any transfer of
such Global Security be registered to, any Person other than the Depositary or
its nominee.
12. Payment of the principal of (and premium if any) and any interest
on the Notes shall be made at the office or agency of the Company maintained for
that purpose in New York, New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for the payment of
public and private debts; provided however that at the option of the Company
payment of interest may be made by check mailed on or prior to an Interest
Payment Date to the address of the Person entitled thereto as such address shall
appear in the Security Register.
13. The entire principal amount of the Notes shall be payable upon
declaration of acceleration of the Maturity of the Notes pursuant to Section 502
of the Indenture.
14. The Notes shall be unsecured and unsubordinated obligations of the
Company.
15. The Notes will be issued only in fully registered form, without
coupons.
B. Establishment of Form of Note Pursuant to Section 201 of the Indenture.
The Company hereby establishes, pursuant to Section 201 of the
Indenture, that the Notes shall be substantially in the form attached as Exhibit
A hereto.
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C. Compliance.
The undersigned have read the pertinent sections of the Indenture
relating to the establishment of (i) a series of Securities, and (ii) the forms
of such series of Securities, including the related definitions contained
therein. The undersigned have examined the resolutions (i) adopted by the Board
of Directors of the Company on June 28, 1995 and July 21, 1997, and (ii) adopted
by the Pricing Committee of the Board of Directors of the Company on July 30,
1997. In the opinion of each of the undersigned, each of the undersigned has
made such examination or investigation as is necessary to enable each of the
undersigned to express an informed opinion as to whether or not the conditions
to the establishment of (i) a series of Securities, and (ii) the forms of such
series of Securities have been complied with. In the opinion of each of the
undersigned, such conditions have been complied with.
Dated: August 4, 1997
COMMERCIAL METALS COMPANY
By: /s/ Lawrence A. Engels
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Lawrence A. Engels
Vice President, Treasurer and Chief
Financial Officer
By: /s/ David M. Sudbury
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David M. Sudbury
Vice President, General Counsel
and Secretary
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