-----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, U5JxQ3OiP2nkfJ7w+B5GLi0UzOu86SqfuJjK66lyn5CsiVDCPSgmYwt5OoMQf1/f PujbvUTw+5MVg1ermenirw== 0000950134-97-005581.txt : 19970801 0000950134-97-005581.hdr.sgml : 19970801 ACCESSION NUMBER: 0000950134-97-005581 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19970730 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970731 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMERCIAL METALS CO CENTRAL INDEX KEY: 0000022444 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-METALS SERVICE CENTERS & OFFICES [5051] 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: 97648632 BUSINESS ADDRESS: STREET 1: 7800 STEMMONS FRWY STREET 2: P O BOX 1046 CITY: DALLAS STATE: TX ZIP: 75221 BUSINESS PHONE: 2146894300 MAIL ADDRESS: STREET 1: 7800 STEMMONS FRWY STREET 2: PO BOX 1046 CITY: DALLAS STATE: TX ZIP: 75221 8-K 1 FORM 8-K DATED JULY 30, 1997 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). EX-1.1 2 PRICING AGREEMENT 1 EXHIBIT 1.1 Pricing Agreement Goldman, Sachs & Co. Lehman Brothers Morgan Stanley & Co. Incorporated c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004. JULY 30, 1997 Ladies and Gentlemen: Commercial Metals Company, a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated July 26, 1995 (the "Underwriting Agreement"), between the Company on the one hand and Goldman, Sachs & Co., Lehman Brothers, and Morgan Stanley & Co. Incorporated on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you, is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us six counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding 2 agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, COMMERCIAL METALS COMPANY By: ------------------------------------ Name: Title: Accepted as of the date hereof: GOLDMAN, SACHS & CO. LEHMAN BROTHERS MORGAN STANLEY & CO. INCORPORATED By: ----------------------------------- Goldman, Sachs & Co. 3 SCHEDULE I
PRINCIPAL AMOUNT OF DESIGNATED SECURITIES TO BE PURCHASED --------------------- UNDERWRITER ----------- Goldman, Sachs & Co. $ 25,000,000 Lehman Brothers $ 12,500,000 Morgan Stanley & Co. Incorporated $ 12,500,000 ------------ Total $ 50,000,000 ============
4 SCHEDULE II: TITLE OF DESIGNATED SECURITIES: 6.80% Notes due August 1, 2007 AGGREGATE PRINCIPAL AMOUNT: $50,000,000 PRICE TO PUBLIC: 100.000% of the principal amount of the Designated Securities, plus accrued interest from August 1, 1997. PURCHASE PRICE BY UNDERWRITERS: 99.350% of the principal amount of the Designated Securities, plus accrued interest from August 1, 1997. FORM OF DESIGNATED SECURITIES: Book-entry only form represented by one or more global securities deposited with The Depository Trust Company ("DTC") or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery at the office of DTC. SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Federal (same day) funds TIME OF DELIVERY: 10:00 a.m. (New York City time), August 4, 1997 INDENTURE: Indenture dated July 31, 1995, between the Company and The Chase Manhattan Bank, N.A., as Trustee MATURITY: August 1, 2007 INTEREST RATE: 6.80% 5 INTEREST PAYMENT DATES: August 1 and February 1, commencing February 1, 1998 NAMES AND ADDRESSES OF REPRESENTATIVES: Designated Representatives: Goldman, Sachs & Co. Lehman Brothers Morgan Stanley & Co. Incorporated Address for Notices, etc.: Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Attn: Registration Department EX-4.1 3 FORM OF OFFICERS CERTIFICATE 1 EXHIBIT 4.1 COMMERCIAL METALS COMPANY OFFICERS' CERTIFICATE Pursuant to the Indenture dated as of July 31, 1995 (the "Indenture") by and between Commercial Metals Company, a Delaware corporation (the "Company"), and The Chase Manhattan Bank, as trustee (the "Trustee"), and resolutions adopted by the Pricing Committee of the Company's Board of Directors as of July 30, 1997, this Officers' Certificate is being delivered to the Trustee to establish the terms of a series of Securities in accordance with Section 301 of the Indenture and to establish the form of the Securities of such series in accordance with Section 201 of the Indenture. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Indenture. A. Establishment of Series of Securities Pursuant to Section 301 of the Indenture. The Company hereby establishes, pursuant to Section 301 of the Indenture, a series of Securities that shall have the following terms: 1. The series of Securities being authorized hereby shall bear the title "6.80% Notes due August 1, 2007" (the "Notes"). 2. The aggregate principal amount of the Notes which may be authenticated and delivered under the Indenture shall be limited to $50,000,000 (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 906 or 1107 of the Indenture and except for any Notes which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered under the Indenture). 3. Interest on each Note shall be payable to the person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be January 15 or July 15 (whether or not a Business Day) as the case may be, next preceding the relevant Interest Payment Date (as defined in the paragraph 5 hereof). 4. The Notes shall mature on August 1, 2007, at which time the entire principal amount of the Notes and all accrued but unpaid interest on the Notes will be due and payable. 5. Each Note shall bear interest at the annual rate of 6.80% commencing on August 1, 1997. Interest on the Notes shall be payable semi-annually on February 1 and August 1 in each year, commencing February 1, 1998 (each an "Interest Payment Date"), subject to the provisions of Section 113 of the Indenture, with such interest computed in accordance with Section 310 of the Indenture. 2 6. Notes may not be redeemed by the Company at the option of the Company prior to maturity. 7. The Company shall have no obligation to redeem or purchase Notes at the option of a Holder thereof or pursuant to any sinking fund or analogous provisions. 8. The Notes shall be issued only in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof. 9. Payments of the principal of and any premium and interest on the Notes shall be made in the currency of the United States of America. 10. Neither the amount of payments of principal of, or any premium or interest on, any Notes shall be determined by reference to an index. 11. The Notes shall initially be issued as book-entry notes in the form of one fully registered Global Security which will be deposited with, or on behalf of The Depository Trust Company, as depositary (the "Depositary"), and registered in the name of the Depositary's nominee. Beneficial interests in the Notes will be shown on, and transfers thereof will be effected only through, records maintained by the Depositary and its participants. Except as described in Section 305 of the Indenture, Notes in definitive certificated form shall not be issuable to any Person other than the Depositary and such Global Security may not be exchanged for Notes registered in the name of, nor may any transfer of such Global Security be registered to, any Person other than the Depositary or its nominee. 12. Payment of the principal of (and premium if any) and any interest on the Notes shall be made at the office or agency of the Company maintained for that purpose in New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts; provided however that at the option of the Company payment of interest may be made by check mailed on or prior to an Interest Payment Date to the address of the Person entitled thereto as such address shall appear in the Security Register. 13. The entire principal amount of the Notes shall be payable upon declaration of acceleration of the Maturity of the Notes pursuant to Section 502 of the Indenture. 14. The Notes shall be unsecured and unsubordinated obligations of the Company. 15. The Notes will be issued only in fully registered form, without coupons. B. Establishment of Form of Note Pursuant to Section 201 of the Indenture. The Company hereby establishes, pursuant to Section 201 of the Indenture, that the Notes shall be substantially in the form attached as Exhibit A hereto. - 2 - 3 C. Compliance. The undersigned have read the pertinent sections of the Indenture relating to the establishment of (i) a series of Securities, and (ii) the forms of such series of Securities, including the related definitions contained therein. The undersigned have examined the resolutions (i) adopted by the Board of Directors of the Company on June 28, 1995 and July 21, 1997, and (ii) adopted by the Pricing Committee of the Board of Directors of the Company on July 30, 1997. In the opinion of each of the undersigned, each of the undersigned has made such examination or investigation as is necessary to enable each of the undersigned to express an informed opinion as to whether or not the conditions to the establishment of (i) a series of Securities, and (ii) the forms of such series of Securities have been complied with. In the opinion of each of the undesigned, such conditions have been complied with. Dated: July 30, 1997 COMMERCIAL METALS COMPANY By: ----------------------------------- Lawrence A. Engels Vice President, Treasurer and Chief Financial Officer By: ----------------------------------- David M. Sudbury Vice President, General Counsel and Secretary - 3 - 4 EXHIBIT A Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (the "Depositary"), to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of the Depositary (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Depositary), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. COMMERCIAL METALS COMPANY ------------------------- No. 1 $50,000,000 CUSIP NO. 201723AB9 Commercial Metals Company, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company"), which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Fifty Million Dollars ($50,000,000) on August 1, 2007 and to pay interest thereon from August 1, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on February 1 and August 1 in each year, commencing February 1, 1998, at the rate of 6.80% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the January 15 or July 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. 5 Payment of the principal (and premium if any) and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose in New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided however that at the option of the Company payment of interest may be made by check mailed on or prior to an Interest Payment Date to the address of the Person entitled thereto as such address shall appear in the Security Register. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: August ___, 1997 COMMERCIAL METALS COMPANY By: ----------------------------------- ATTEST: - ----------------------------------- This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: August ___, 1997 THE CHASE MANHATTAN BANK, as Trustee By: ----------------------------------- 6 This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated July 31, 1995 (herein called the "Indenture"), between the Company and The Chase Manhattan Bank, as Trustee (herein called the "Trustee," which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, limited in aggregate principal amount to $50,000,000. If an Event of Default with respect to Securities to this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any interest hereof on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 7 As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more Securities of this Series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons only in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. EX-5.1 4 OPINION OF HAYNES & BOONE, LLP 1 EXHIBIT 5.1 July 30, 1997 Commercial Metals Company 7800 Stemmons Freeway Dallas, Texas 75247 Re: Registration of $50,000,000 of 6.80% Notes Due August 1, 2007 Gentlemen: We have acted as special counsel to Commercial Metals Company, a Delaware corporation (the "Company"), in connection with the registration and sale under the Securities Act of 1933, as amended (the "Securities Act"), of $50,000,000 in principal amount of its 6.80% Notes Due August 1, 2007 (the "Notes Due 2007") pursuant to an Indenture dated as of July 31, 1995 by and between The Chase Manhattan Bank (the "Trustee") and the Company (the "Indenture"). We have participated in the filing of the Registration Statement on Form S-3, SEC File No. 33-60809 of the Company, as amended (the "Registration Statement"), filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act in connection with the public offering of the Notes Due 2007. The Notes Due 2007 are being sold to Goldman, Sachs & Co., Lehman Brothers and Morgan Stanley & Co. Incorporated (the "Underwriters") pursuant to (i) an Underwriting Agreement dated July 26, 1995, by and among the Company and the Underwriters (the "Underwriting Agreement") and (ii) a Pricing Agreement (the "Pricing Agreement") dated July 30, 1997, by and among the Company and the Underwriters. In connection therewith, we have examined and relied upon the original, or copies certified to our satisfaction, of (i) the Certificate of Incorporation and the Bylaws of the Company; (ii) minutes and records of the corporate proceedings of the Company with respect to the issuance by the Company of the Notes Due 2007; (iii) the Registration Statement and all exhibits thereto; (iv) the Underwriting Agreement; (v) the Pricing Agreement; (vi) the Indenture; (vii) the form of Notes Due 2007; and (viii) such other documents and instruments as we have deemed necessary for the expression of the opinions contained herein. In making the foregoing examinations, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies thereof and the authenticity of the originals of such latter documents. As to various questions of fact material to this opinion, where such facts 2 have not been independently established, and as to the content and form of the Certificate of Incorporation, the Bylaws, certain minutes, records, resolutions and other documents or writings of the Company, we have relied, to the extent we have deemed reasonably appropriate, upon representations or certificates of officers, directors and agents of the Company, upon documents, records and instruments furnished to us by the Company, without independent check or verification of their accuracy, and upon governmental officials. In rendering the opinions expressed below, we have assumed (i) the due execution and delivery of the Indenture by the Trustee, and (ii) that the Indenture constitutes the legal, valid and binding obligation of the Trustee. Based upon the foregoing, and having due regard for such legal considerations as we deem relevant, we are of the opinion that when the Notes Due 2007 have been duly executed and delivered by the Company, authenticated by the Trustee and issued and paid for in accordance with the terms of the Underwriting Agreement, the Pricing Agreement and the Indenture, the Notes Due 2007 will be valid and legally binding obligations of the Company, enforceable in accordance with their terms except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect affecting the rights of creditors generally, (ii) provisions of applicable law pertaining to the voidability of preferential or fraudulent transfers and conveyances and (iii) the fact that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. In addition, certain other provisions of the Notes Due 2007 may be unenforceable in whole or in part under the laws (including judicial decisions) of the State of New York or the United States of America; provided, however, that the inclusion of any such provisions and any limitations imposed by such laws on the enforceability of the Notes Due 2007 will not affect the validity or enforceability as a whole of any of the Notes Due 2007 and will not prevent the holders thereof from the ultimate realization of the practical rights and benefits afforded by such documents, except for the economic consequences of any judicial, administrative or other procedural delay which may result from the application of any such law. The opinions expressed above are specifically limited to the laws of the State of New York, the General Corporation Laws, as amended, of the State of Delaware, and the federal laws of the United States of America. This opinion (i) is rendered solely for your benefit in connection with the issuance of the Notes Due 2007, (ii) may not be used or relied upon by any other person and may not be disclosed, quoted, filed with a governmental agency or otherwise referred to without our prior written consent, (iii) is rendered as of the date hereof, and we undertake no, and hereby disclaim any kind of, obligation to advise you of any change or any new developments that might affect any matters or opinions set forth herein, 3 and (iv) is limited to the matters stated herein and no opinions may be inferred or implied beyond the matters expressly stated herein. We hereby consent to the incorporation by reference of this opinion in the Registration Statement. Very truly yours, /s/ HAYNES AND BOONE, LLP Haynes and Boone, LLP EX-12.1 5 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES 1 EXHIBIT 12.1 Summary of Fixed Charge Coverage Ratios (in thousands, except ratios)
Nine months Fiscal year ended August 31, Ended May 31 ----------------------------------------------- ----------------- 1996 1995 1994 1993 1992 1997 1996 ------- ------- ------- ------- ------- ------- ------- Pretax income $72,921 $58,008 $40,907 $35,061 $20,297 $40,875 $51,734 Adjustments to earnings: Interest expensed 15,822 15,246 9,271 9,397 9,951 11,055 12,072 Amortization of capitalized interest 488 577 440 406 394 360 372 Rent expense 2,611 2,651 2,029 1,998 1,897 2,151 1,890 ------- ------- ------- ------- ------- ------- ------- Total earnings $91,842 $76,482 $52,647 $46,862 $32,539 $54,441 $66,068 ======= ======= ======= ======= ======= ======= ======= Fixed charges: Interest expensed $15,822 $15,246 $ 9,271 $ 9,397 $ 9,951 $11,055 $12,072 Interest capitalized 320 149 1,176 411 113 250 243 Rent expense 2,611 2,651 2,029 1,998 1,897 2,151 1,890 ------- ------- ------- ------- ------- ------- ------- Total fixed charges $18,753 $18,046 $12,476 $11,806 $11,961 $13,456 $14,205 ======= ======= ======= ======= ======= ======= ======= Ratio of earnings to fixed charges 4.9x 4.2x 4.2x 4.0x 2.7x 4.1x 4.7x
Pro forma information is not applicable as the ratio of earnings to fixed charges varies by less than 10%. -----END PRIVACY-ENHANCED MESSAGE-----