SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

F O R M 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 15, 1994

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.)

7800 STEMMONS FREEWAY, DALLAS, TEXAS 75247
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (214) 689-4300
2
Item 1. Not Applicable.

Item 2. Acquisition of Assets.

On November 15, 1994, Commercial Metals Company, (the
"Company") acquired by merger of the Company's wholly-owned subsidiary, CMC
Acquisition Company, with Owen Steel Company, Inc. ("Owen"), all outstanding
common stock of Owen and two affiliated corporations, Owen Miscellaneous
Metals, Inc. and South Carolina Steel Corporation (the "Owen Affiliates"). The
acquisition was effected pursuant to an Agreement and Plan of Merger among
Owen, the Owen Affiliates, CMC Acquisition Company, the Company and the selling
stockholders identified therein dated September 26, 1994 (the "Agreement").
The Agreement is filed as Exhibit 2 to this report and is incorporated herein
by reference. All selling stockholders are unrelated to the Company or the
officers, directors or other affiliates of the Company.

The Company paid approximately $50 million consisting of
$25,055,895 in cash and issuance of 932,301 shares, valued at $26.875 per
share, of the Company's Common Stock to certain selling stockholders. The
Company also provided funds for the retirement of approximately $32 million of
Owen debt at the closing. The purchase price may be subject to further
post-closing adjustments. The Company obtained funds for the acquisition in
the ordinary course of business on a short term unsecured basis from Chase
Manhattan Bank, N.A.

The Company also acquired, by virtue of Owen's ownership of
all common stock of subsidiary corporations, control of Owen Steel Company of
N.C., Inc., Owen of Georgia, Inc., Owen Steel Company of Florida, Owen Supply
Company, Inc., Owen Industrial Products, Inc., Owen Joist Corporation, Owen
Electric Steel Company of South Carolina and Owen Joist of Florida, Inc. Owen,
the Owen Affiliates and subsidiaries are engaged in steel manufacturing,
fabrication and recycling. Owen is headquartered in Columbia, South Carolina.

The surviving corporation in the merger changed its name to
SMI-Owen Steel Company, Inc., and will continue the Owen businesses as a part
of the Steel Group in the Company's manufacturing segment. The acquisition
includes a steel minimill at Cayce, near Columbia, South Carolina, with an
annual melting capacity of about 350,000 tons and rolling capacity of
approximately 250,000 tons. Additionally the Company acquired six rebar
fabricating shops, five structural fabrication shops, two joist manufacturing
plants, three scrap metal processing facilities, and one construction supply
company operation, located in South Carolina, North Carolina, Virginia, Georgia
and Florida. The acquisition expands the Company's Steel Group manufacturing
and fabrication network into the southeastern United States and will increase
the Company's annual capacity for steel production to approximately 1.7 million
tons and for steel fabrication to approximately 500,000 tons. Owen affiliated
scrap metal processing
3
operations, which will also operate as a part of the Company's Steel Group, are
expected to process approximately 155,000 tons per year of scrap metal,
primarily for melting at the nearby SMI-Owen minimill.

Items 3. through 4. Not Applicable.

Item 5. Other Events.

See Item 3. Legal Proceedings in the Company's Annual Report
on Form 10-K for the year ended August 31, 1994, filed November 28, 1994,
concerning litigation involving the Company's subsidiary, CMC Oil Company and
the Federal Energy Regulatory Commission of the United States Department of
Energy. On November 22, 1994, the United States District Court entered a Final
Order denying CMC Oil Company's motion for summary judgment, granting the
government's motion for summary judgment and affirming the November, 1993
Remedial Order as issued by the Federal Energy Regulatory Commission.
Judgment was entered in favor of the government in the principal sum of
$1,330,399 plus interest as provided in the Remedial Order which the CMC Oil
Company estimates to be approximately $5,400,000. CMC Oil Company is
evaluating its options with regard to the ruling including appeal.

Item 6. Not Applicable.

Item 7. Financial Statements and Exhibits.

The Company has determined that it is impracticable to file the
required financial statements of the acquired business and pro forma financial
information at the time of the filing of this report. Accordingly, the Company
undertakes to file the required financial statements and pro forma financial
information as soon as practicable, but not later than 60 days after the date
of filing of this report.

Exhibit:

2. Agreement and Plan of Merger among Owen Steel Company, Inc.,
Owen Miscellaneous Metals, Inc., South Carolina Steel
Corporation, Commercial Metals Company, CMC Acquisition
Company and the Stockholders Identified Herein dated September
26, 1994.

Item 8. Not Applicable.
4
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.

COMMERCIAL METALS COMPANY

Date November 30, 1994 By: /s/ STANLEY A. RABIN
Stanley A. Rabin,
President & Chief Executive
Officer
5
INDEX TO EXHIBITS

SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ----------- ------------