-----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, FqnPPv3hXbED7STYmKXldj2yP98gR630+YuTvic/SuF8kT8CM6xKnOMKnG4V8P5D duxDVKguvKbGYriHXefRuw== 0000950134-07-015837.txt : 20070725 0000950134-07-015837.hdr.sgml : 20070725 20070725162151 ACCESSION NUMBER: 0000950134-07-015837 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070723 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070725 DATE AS OF CHANGE: 20070725 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: 07999576 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 d48439e8vk.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 25, 2007 (July 23, 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.
Commercial Metals Signs Agreement to Acquire Croatian Mill
     On July 23, 2007, Commercial Metals Company (the “Company”) issued a press release announcing that its Swiss subsidiary, Commercial Metals International AG, has signed a definitive purchase agreement with the Croatian government to acquire Valjaonica Cijevi Sisak (“Sisak”). Sisak is an electric arc furnace-based steel pipe company with a pipe making capacity of about 305,000 metric tons annually.
     The Company will pay HRK 37 million for the shares (about U.S. $7 million), assume debt of over HRK 200 million (about U.S. $41 million), invest about U.S. $40 million in capital expenditures and increase working capital by approximately U.S. $39 million. The Company also has committed to retaining the employees of Sisak for a period of three years. The purchase agreement is subject to closing conditions which are expected to be met within the next sixty days.
     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 Item 7.01, including the exhibit, 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.
Commercial Metals Company’s Polish Subsidiary to Install New Flexible Medium Section Rolling Mill
     On July 25, 2007, the Company issued a press release announcing that CMC Zawiercie S.A. (“CMCZ”), the Company’s steel minimill located in Zawiercie, Poland, will install a new rolling mill at an estimated cost of $170 million. The new mill, designed to allow efficient and flexible production of an increased medium section product range, will complement the facility’s existing rolling mill dedicated primarily to rebar production. The mill will have a rolling capacity of approximately 650,000 metric tons of rebar, merchant bar and wire rod. The new mill, expected to be commissioned during the summer of 2009, is in addition to CMCZ’s second existing rolling mill dedicated to wire rod production and the previously announced wire rod block currently under installation.
     A copy of the press release is attached to this Form 8-K as Exhibit 99.2 and is incorporated herein by reference. The information in this Item 7.01, including the exhibit, 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 exhibits are furnished with this Form 8-K.
99.1 Press Release, dated July 23, 2007.
99.2 Press Release, dated July 25, 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.
         
  COMMERCIAL METALS COMPANY
 
 
Date: July 25, 2007      
  By:   /s/ William B. Larson    
  Name:   William B. Larson   
  Title:   Senior Vice President and Chief Financial Officer   

 


 

         
EXHIBIT INDEX
     
Exhibit No.   Description of Exhibit
 
   
99.1
  Press Release, dated July 23, 2007.
99.2
  Press Release, dated July 25, 2007.

 

EX-99.1 2 d48439exv99w1.htm PRESS RELEASE, DATED JULY 23, 2007 exv99w1
 

Exhibit 99.1
Commercial Metals Signs Agreement to Acquire Croatian Mill
     Irving — July 23, 2007 — Commercial Metals Company (NYSE: CMC), headquartered in Irving, Texas, announced today that its Swiss subsidiary, Commercial Metals International AG, has signed a definitive purchase agreement with the Croatian government to acquire Valjaonica Cijevi Sisak (Sisak). Sisak is an electric arc furnace-based steel pipe company with a pipe making capacity of about 305,000 metric tons annually.
     CMC will pay HRK 37 million for the shares (about U.S. $7 million), assume debt of over HRK 200 million (about U.S. $41 million), invest about U.S. $40 million in capital expenditures and increase working capital by approximately U.S. $39 million. CMC also has committed to retaining the employees of Sisak for a period of three years. The purchase agreement is subject to closing conditions which are expected to be met within the next sixty days.
     Hanns Zoellner, Executive Vice President & President of CMC’s Marketing and Distribution segment, stated, “We appreciate the professional manner in which the Croatian government moved this acquisition to conclusion. Sisak will be our base for growth in the robust and key markets of Central and Eastern Europe. We know that this is a turnaround opportunity and are ready to invest to bring this mill to a high level of profitability. Our commitment to our new employees, our expected capital improvements, our environmental investments, and our community involvement will demonstrate to the Sisak area that our interests are long term and mutual to all our important constituencies.”
Forward-Looking Statements
     This news release contains forward-looking statements regarding the closing of this transaction. There is inherent risk and uncertainty in any forward-looking statements. CMC can provide no assurance with respect to the timing of the closing of this transaction which is subject to completion by various parties of contractual commitments.
     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  
 
  www.cmc.com
2007-26

 

EX-99.2 3 d48439exv99w2.htm PRESS RELEASE, DATED JULY 25, 2007 exv99w2
 

Exhibit 99.2
Commercial Metals Company’s Polish Subsidiary to Install
New Flexible Medium Section Rolling Mill
     Irving, Texas — July 25, 2007 — Commercial Metals Company (NYSE: CMC), headquartered in Irving, Texas, announced today that CMC Zawiercie S.A. (CMCZ), CMC’s steel minimill located in Zawiercie, Poland, will install a new rolling mill at an estimated cost of $170 million. The new mill, designed to allow efficient and flexible production of an increased medium section product range, will complement the facility’s existing rolling mill dedicated primarily to rebar production. The mill will have a rolling capacity of approximately 650,000 metric tons of rebar, merchant bar and wire rod. The new mill, expected to be commissioned during the summer of 2009, is in addition to CMCZ’s second existing rolling mill dedicated to wire rod production and the previously announced wire rod block currently under installation.
     CMC Chief Executive Officer Murray McClean said, “This is a major strategic expansion to capture the full advantage of the significant and underutilized melting capacity of CMCZ’s two existing electric arc furnaces. The new mill will expand production volume and extend the product range and size of our long products.”
     CMC Executive Vice President Hanns Zoellner added, “Apart from additional rebar capacity to supply the growing demand for reinforcing steel in Poland, the merchant bar will expand CMCZ’s current product offerings to include larger sizes of rounds, squares, angles and flats. New products such as channels, unequal angles and tees can also be produced. The mill addition will also be capable of providing product to the new wire rod block presently being installed at CMCZ which is on schedule to be operational by summer 2008. The combination of these projects will provide wire rod of higher quality with availability in bigger coils for CMCZ’s customers.”
     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.
(more)

 


 

Commercial Metals Company’s Polish Subsidiary to Install
New Flexible Medium Section Rolling Mill
Page 2
Forward-Looking Statements
     This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties for capital expenditure projects include, but are not limited to, delays due to permitting and regulatory approvals, construction cost overruns, achieving anticipated completion dates, successful new equipment start up, timely achievement of estimated production capacity and product range, pricing and successful marketing of the facility’s products, increased capacity and product availability from competing steel mills and other steel suppliers including import quantities, construction activity in the Company’s markets, changes in the costs of raw materials, fuel and energy, the impact of environmental laws, unexpected equipment failures, the effect of foreign currency valuations and regulatory and statutory changes, which are more fully described in the Company’s Annual Report on Form 10-K filed with the SEC.
-(END)-
         
Contact:
  Debbie Okle
 
  Director, Public Relations
 
  214.689.4354  
 
  www.cmc.com
2007-27

 

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