8-K

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) December 7, 2012 (December 6, 2012)

Commercial Metals Company

(Exact name of registrant as specified in its charter)

Delaware	1-4304	75-0725338
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6565 MacArthur Blvd

Irving, TX 75039

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (214) 689-4300

N/A

(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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On December 6, 2012, the Company entered into a First Amendment (the “Amendment”) to the Rights Agreement, dated as of July 30, 2011, between the Company and Broadridge Corporate Issuer Solutions, Inc., as rights agent (the “Rights Agreement”). The Rights Agreement is described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 1, 2011, and such description is incorporated herein by reference.

Effective as of December 6, 2012, the Amendment accelerates the Final Expiration Date of the Company’s Series B Junior Participating Preferred Stock Purchase Rights (the “Rights”) from the close of business on August 1, 2014 to the close of business on December 6, 2012. Accordingly, as of 5:00 p.m. (Dallas, Texas time) on December 6, 2012, the Rights expired and the Rights Agreement effectively terminated as of such time.

The summary description of the Amendment set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is incorporated herein by reference to Exhibit 4.1 to this Current Report on Form 8-K.

Item 1.02. Termination of a Material Definitive Agreement.

The information set forth in Item 1.01 of this Current Report is incorporated into this Item 1.02 by this reference.

Item 3.03. Material Modification to Rights of Security Holders.

As a result of the Amendment described in Item 1.01 above, the outstanding Rights expired as of 5:00 p.m. (Dallas, Texas time) on December 6, 2012.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Upon the expiration of the Rights as described in Item 3.03 above, the Company filed a certificate of elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware on December 7, 2012, which decreased the number of authorized shares of Series B Junior Participating Preferred Stock to zero, and as a result, under the Delaware General Corporation Law, the Series B Junior Participating Preferred Stock shall no longer be an authorized series of the Company. Prior to the filing, the Series B Junior Participating Preferred Stock would have been issuable, under certain circumstances, upon the exercise of the Rights. The Certificate of Elimination is filed with this report as Exhibit 3.1 and is incorporated herein by reference.

The summary description of the Certificate of Elimination set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Elimination, which is incorporated herein by reference to Exhibit 3.1 to this Current Report on Form 8-K.

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Item 8.01. Other Events.

On December 6, 2012, the Company issued a press release announcing the expiration of the Rights and the effective termination of the Rights Agreement. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
3.1	Certificate of Elimination of Series B Junior Participating Preferred Stock, dated as of December 7, 2012.
4.1	First Amendment to Rights Agreement, dated as of December 6, 2012, between the Company and Broadridge Corporate Issuer Solutions, Inc., as rights agent.
99.1	Press Release, dated December 6, 2012.

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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: December 7, 2012	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

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EXHIBIT INDEX

Exhibit No.	Description
3.1	Certificate of Elimination of Series B Junior Participating Preferred Stock, dated as of December 7, 2012.
4.1	First Amendment to Rights Agreement, dated as of December 6, 2012, between the Company and Broadridge Corporate Issuer Solutions, Inc., as rights agent.
99.1	Press Release, dated December 6, 2012.

EX-3.1

Exhibit 3.1

CERTIFICATE OF ELIMINATION

OF

COMMERCIAL METALS COMPANY

* * * * * * * *

Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, Commercial Metals Company, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

FIRST: That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted setting forth the proposed elimination of the series of stock as set forth herein:

RESOLVED that no shares of the Series B Junior Participating Preferred Stock, par value $1.00 per share, of the Corporation (the “Series B Preferred Stock”) are outstanding and none will be issued.

RESOLVED FURTHER, that the proper officers of the Corporation be, and each of them hereby is, authorized to, personally or by attorney, in the name and on behalf of the Corporation, execute, deliver and cause to be filed with the Secretary of State of the State of Delaware a Certificate of Elimination pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware for the purpose of eliminating from the Corporation’s Restated Certificate of Incorporation, as amended, all reference to the Series B Preferred Stock.

SECOND: That the Certificate of Designation with respect to the Series B Preferred Stock was filed in the office of the Secretary of State of the State of Delaware on August 1, 2011. None of the authorized shares of the Series B Preferred Stock are outstanding and none will be issued.

THIRD: That in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Corporation’s Restated Certificate of Incorporation, as amended, is hereby further amended to eliminate all reference to the Series B Preferred Stock.

*        *        *         *        *

IN WITNESS WHEREOF, Commercial Metals Company has caused this certificate to be signed by Ann J. Bruder, its Senior Vice President of Law, Government Affairs and Global Compliance, General Counsel and Corporate Secretary, this 7^th day of December, 2012.

COMMERCIAL METALS COMPANY
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

Attest:
By:	/s/ Paul Kirkpatrick
	Name:	Paul Kirkpatrick
	Title:	Assistant General Counsel and Assistant Corporate Secretary

EX-4.1

Exhibit 4.1

FIRST AMENDMENT TO RIGHTS AGREEMENT

This First Amendment, dated as of December 6, 2012 (this “Amendment”), to the Rights Agreement, dated as of July 30, 2011 (the “Rights Agreement”), is made between Commercial Metals Company, a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc. (the “Rights Agent”). Capitalized terms not otherwise defined herein have the meanings given to such terms in the Rights Agreement.

WHEREAS, the Company and the Rights Agent previously entered into the Rights Agreement for the purpose of specifying the terms and conditions of the Rights;

WHEREAS, Section 27 of the Rights Agreement provides, among other things, that, prior to the time that any Person becomes an Acquiring Person and if no Distribution Date has occurred, the Company may make any supplement or amendment to the Rights Agreement without the approval of any holders of the certificates representing shares of Common Stock;

WHEREAS, no Person has become an Acquiring Person as of the date hereof and there has not been a Distribution Date as of the date hereof;

WHEREAS, the Board of Directors of the Company has determined it is in the best interests of the Company and its stockholders to amend the Rights Agreement as set forth herein; and

WHEREAS, pursuant to its authority under Section 27 of the Rights Agreement, the Board of Directors of the Company has authorized and approved this Amendment to the Rights Agreement as of the date hereof.

NOW THEREFORE, in consideration of the premises and the mutual agreements herein set forth in this Amendment, the parties hereby agree as follows:

1. The Company hereby directs the Rights Agent, in its capacity as Rights Agent and in accordance with Section 27 of the Rights Agreement, to execute this Amendment.

2. Section 1(v) of the Rights Agreement is hereby amended to read in its entirety as follows: “Final Expiration Date” shall mean the Close of Business on December 6, 2012.”

3. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State.

4. This Amendment shall be deemed effective as of December 6, 2012. Except as otherwise amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. Notwithstanding anything to the contrary herein or in the Rights Agreement, each of the Company and the Rights Agent hereby acknowledges and agrees that at the Close of Business on the Final Expiration Date (as amended hereby), the Rights Agreement shall terminate and be of no further force and effect, except with respect to sections 18 and 20(c), which shall survive such termination.

5. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

* * * * *

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Rights Agreement to be duly executed as of the day and year first above written.

COMMERCIAL METALS COMPANY
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
BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC.
By:	/s/ James O’Regan
Name:	James O’Regan
Title:	Vice President

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EX-99.1

Exhibit 99.1

Commercial Metals Company Terminates Stockholder Rights Plan

Irving, Texas, December 6, 2012 – Commercial Metals Company (NYSE: CMC) today announced that it amended its Stockholder Rights Plan (the “Plan”) to accelerate the final expiration of the rights issued pursuant to the Plan to December 6, 2012. The rights had previously been slated to expire on August 1, 2014. As a result of the amendment, as of the close of business on December 6, 2012, the rights are no longer outstanding and are not exercisable, and the Plan has effectively terminated. Stockholders do not need to take any action as a result of this termination.

CMC’s Board said in a statement, “After careful consideration, the Board determined that terminating the Plan is appropriate at this time.” CMC’s Board added, “The Board expressly reserves its right to adopt a new stockholder rights plan in the future, if appropriate under the circumstances.”

About Commercial Metals Company

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.

Contact:

Barbara Smith

Chief Financial Officer

214-689-4300