1
===============================================================================
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): JULY 30, 1997
COMMERCIAL METALS COMPANY
DELAWARE 1-4304 75-0725338
(STATE OF INCORPORATION) (COMMISSION FILE NO.) (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
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
===============================================================================
2
ITEM 5. OTHER EVENTS
On June 30, 1995, Commercial Metals Company (the "Company") filed
Registration Statement No. 33-60809 on Form S-3 with the Securities and
Exchange Commission pursuant to Rule 415, as amended by Amendment No. 1 to
Registration Statement on Form S-3 filed on July 18, 1995 (collectively, the
"Registration Statement"). The Registration Statement provides for the issuance
of Debt Securities in an aggregate amount of $150,000,000, and was declared
effective by the Securities and Exchange Commission on July 25, 1995. Pursuant
to a Prospectus Supplement dated July 30, 1997, and accompanying Prospectus,
dated July 26, 1995, the Company is issuing $50,000,000 of Debt Securities
designated 6.80% Notes Due August 1, 2007 (the "Notes").
Filed as Exhibit 1.1 to the Registration Statement was a form of
Underwriting Agreement for the issuance of the Debt Securities. Pursuant to the
terms of the Underwriting Agreement and in connection with the issuance of the
Notes, the Company has executed a Pricing Agreement dated July 30, 1997, among
the Company, Goldman, Sachs & Co., Lehman Brothers and Morgan Stanley & Co.
Incorporated, a copy of which is filed as Exhibit 1.1 to this Current Report on
Form 8-K.
Filed as Exhibit 4.1 to the Registration Statement was a form of
Indenture for the Debt Securities between the Company and The Chase Manhattan
Bank. Pursuant to the terms of the Indenture and in connection with the
issuance of the Notes, the terms of the Notes have been established in an
Officers' Certificate of the Company, the form of which is filed as Exhibit 4.1
to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS DESCRIPTION
1.1 Form of Pricing Agreement among the Company and Goldman, Sachs & Co.,
Lehman Brothers and Morgan Stanley & Co. Incorporated, dated
July 30, 1997, with respect to the issuance and sale of the Notes.
4.1 Form of Officers' Certificate of the Company regarding the Notes,
including the form of Note.
5.1 Opinion Letter of Haynes and Boone, LLP regarding the validity of the
Notes.
12.1 Statement regarding computation of ratios of earnings to fixed
charges.
23.1 Consent of Haynes and Boone, LLP (included as part of Exhibit 5.1).
2
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Company has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
COMMERCIAL METALS COMPANY
July 30, 1997 By: /s/ LAWRENCE A. ENGELS
----------------------------------
Name: Lawrence A. Engels
---------------------------------
Title: Vice President, Treasurer and
--------------------------------
Chief Financial Officer
--------------------------------
3
4
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
1.1 Form of Pricing Agreement among the Company and Goldman, Sachs &
Co., Lehman Brothers and Morgan Stanley & Co. Incorporated, dated
July 30, 1997, with respect to the issuance and sale of the Notes.
4.1 Form of Officers' Certificate of the Company regarding the Notes,
including the form of Note.
5.1 Opinion Letter of Haynes and Boone, LLP regarding the validity of the
Notes.
12.1 Statement regarding computation of ratios of earnings to fixed
charges.
23.1 Consent of Haynes and Boone, LLP (included as part of Exhibit 5.1).