0000950123-11-054878.txt : 20110527 0000950123-11-054878.hdr.sgml : 20110527 20110527140523 ACCESSION NUMBER: 0000950123-11-054878 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110523 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110527 DATE AS OF CHANGE: 20110527 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: 11877582 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 d82658e8vk.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) May 23, 2011
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 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
     On May 23, 2011, the Board of Directors of Commercial Metals Company (the “Company”) announced that effective September 1, 2011, Joseph Alvarado will assume the role of President and Chief Executive Officer of the Company. Mr. Alvarado joined the Company as Executive Vice President and Chief Operating Officer in April 2010 and was promoted to the position of President on April 6, 2011. From 2004 to 2007, Mr. Alvarado was employed as President and Chief Operating Officer at Lone Star Technologies, Inc., a Dallas, Texas-based manufacturer and marketer of alloy and carbon welded oil country tubular goods and line pipe. In 2007, U.S. Steel, a steel producer, acquired Lone Star Technologies, Inc. and named Mr. Alvarado its President, U.S. Steel Tubular Products.
     In connection with Mr. Alvarado’s appointment as President and Chief Executive Officer of the Company, Mr. Alvarado’s employment agreement (the “Alvarado Agreement”) with the Company was amended to reflect the effective date of his new position and his new title.
     Murray R. McClean will continue to serve the Company as Chief Executive Officer through August 31, 2011 and will continue to serve as Chairman of the Board of Directors through August 31, 2012. In connection with his transition, on May 23, 2011, the Company and Mr. McClean entered into an Amended and Restated Employment Agreement (the “McClean Agreement”) to reflect: (i) the effective date of his new position, (ii) his new title, and (iii) his revised minimum annual base salary of $400,000 effective September 1, 2011. Mr. McClean’s salary, benefits and other terms and conditions of employment will remain unchanged through August 31, 2011. Pursuant to the McClean Agreement, the Company agreed to pay Mr. McClean a lump sum payment of $3,023,860 and other specified benefits and payments upon his ultimate retirement from the Company. The McClean Agreement provides for accelerated vesting of certain of Mr. McClean’s outstanding equity awards. Under the McClean Agreement, certain non-competition and non-solicitation restrictions and confidentiality provisions in Mr. McClean’s prior employment agreement will continue to apply to Mr. McClean, and he agreed to a release and waiver of claims in favor of the Company.
Item 7.01   Regulation FD Disclosure.
     On May 23, 2011, the Company issued a press release (the “Press Release”) announcing that effective September 1, 2011, Mr. Alvarado will assume the role of President and Chief Executive Officer of the Company. A copy of the Press Release is attached hereto as Exhibit 99.1.
     The information in this Item 7.01 of Form 8-K, including Exhibit 99.1, 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 exhibit is furnished with this Form 8-K.
         
  99.1    
Press Release dated May 23, 2011.

 


 

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: May 27, 2011  By:   /s/Ann J. Bruder    
    Name:   Ann J. Bruder   
    Title:   Senior Vice President of Law, Government Affairs and Global Compliance, General Counsel and Corporate Secretary   

 


 

         
EXHIBIT INDEX
         
Exhibit No.   Description of Exhibit
  99.1    
Press Release dated May 23, 2011.

 

EX-99.1 2 d82658exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
Commercial Metals Company Announces Promotion of Alvarado
to President and Chief Executive Officer Effective September 1, 2011
     Irving, TX — May 23, 2011 — The Board of Directors of Commercial Metals Company (NYSE: CMC) (the “Company”) headquartered in Irving, Texas, announced today that effective September 1, 2011, Joe Alvarado will assume the role of President and Chief Executive Officer. Alvarado has been the Company’s Chief Operating Officer since April 2010 and was recently promoted to the position of President on April 6, 2011. Murray R. McClean will continue to serve the Company as Chief Executive Officer through August 31, 2011 and will continue to serve as Executive Chairman of the Board through August 31, 2012.
     Anthony A. Massaro, the Company’s Lead Director, stated, “The promotion of Joe Alvarado is part of the Company’s long-term succession plan, and we have every confidence in Joe as he takes on additional roles and responsibilities as President and CEO. Joe has held many leadership roles in the steel industry since 1976, and has provided excellent leadership during his tenure as our President and Chief Operating Officer. Murray McClean has done an outstanding job as Chairman and CEO of Commercial Metals during a very difficult world-wide recessionary period. The Board appreciates his contributions, not only to the management of the Company during his role as CEO, but to the integration and assistance he gave Joe during the past year.”
     In congratulating Alvarado, Murray R. McClean, the Company’s Chairman, said, “I am proud to transition the role of Chief Executive Officer of the Company to Joe. He has brought about many positive changes since joining CMC. Joe has earned the full confidence of the Board and management. His proven leadership capabilities will be further enhanced on assuming a larger role. He has all the attributes needed to successfully lead the Company into the future.”
     Alvarado is the former President of U.S. Tubular Products, Inc. (a division of U.S. Steel) and was the President of Lone Star Technologies prior to its acquisition by U.S. Steel. Alvarado has held executive level roles in operations, sales and marketing, and finance with Ispat North America (now Arcelor Mittal), Birmingham Steel and Inland Steel. Alvarado holds a master’s degree in business administration from Cornell University (the Johnson School) in Ithaca, New York (1976) and a bachelor’s degree from the University of Notre Dame (1974).
     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 international markets.
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Contact:
  Debbie Okle
Director, Public Relations
214.689.4354