-----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, EKy58DaojYkYN1R73Zz/yK5jmLs0ZGb/Cyujh12pUei6JGXQB7cHWX5eLiwenAnU ej53mDCS3f+mQozn3ox0qA== 0000950134-07-015268.txt : 20070717 0000950134-07-015268.hdr.sgml : 20070717 20070717125623 ACCESSION NUMBER: 0000950134-07-015268 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070716 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070717 DATE AS OF CHANGE: 20070717 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: 07983466 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 d48267e8vk.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) July 17, 2007 (July 16, 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.
     On July 16, 2007, Commercial Metals Company (the “Company”) issued a press release announcing that Stanley A. Rabin, the Company’s Chairman of the Board, entered into a prearranged trading plan in accordance with the guidelines specified by Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Rule 10b5-1 permits officers and directors of public companies to enter into predetermined plans for selling specified amounts of stock. The plans may be entered into only when the director or officer is not in possession of material non-public information. Mr. Rabin’s plan provides for the sale of up to 240,000 shares of the Company’s common stock over the course of the next two 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 Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, 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 July 16, 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: July 17, 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 July 16, 2007.

 

EX-99.1 2 d48267exv99w1.htm PRESS RELEASE exv99w1
 

Exhibit 99.1
Commercial Metals Company Chairman Adopts 10b5-1 Stock Trading Plan
     Irving, TX — July 16, 2007 — Commercial Metals Company (NYSE: CMC) today announced that Stanley A. Rabin, Chairman of the Board of Directors, has executed a prearranged systematic personal stock trading plan pursuant to, and intended to comply with, Rule 10b5-1 under the Securities Exchange Act of 1934 and with CMC’s policies with respect to insider sales. Rule 10b5-1 permits officers and directors of public companies to establish prearranged written plans for selling specified amounts of stock over a predetermined period of time. The plans may be entered into only when the insider is not in possession of material, nonpublic information and may be modified or revoked only in limited circumstances. The plans permit the gradual and orderly diversification of investment portfolios for estate planning and other purposes.
     Under the plan, Mr. Rabin, 69 years of age, has directed a broker unaffiliated with the company to sell, subject to certain conditions, up to 240,000 shares of CMC common stock over a period of 24 months, ending in July 2009. The sales, to be made at roughly quarterly intervals commencing no earlier than July 18, 2007, are part of Mr. Rabin’s personal estate planning goals. Mr. Rabin previously implemented a similar plan in accordance with Rule 10b5-1 in January 2006 which will terminate in October 2008. The January 2006 plan presently has 180,000 shares remaining to be sold.
     If the sale of all the shares proposed to be sold under both plans is completed, Mr. Rabin would continue to own beneficially more than 1,738,000 shares of Commercial Metals Company common stock including existing options or equivalents exercisable within 60 days. All sales under the plans will be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission. The Form 4 filings will also be posted on the company’s website at www.cmc.com under “About the Company,” “Investor Relations” at “Section 16 Filings.”
     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
2007-24

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