-----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, IWGkE2q/nWkzNsRnPPfqHTZB4ZjS/DDAeUSdl2t9IYIG92WhF/5Lf32dpf8Qrtke 7u2hOdrG42rsC1PYllm0bA== 0000950134-97-005563.txt : 19970731 0000950134-97-005563.hdr.sgml : 19970731 ACCESSION NUMBER: 0000950134-97-005563 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950831 FILED AS OF DATE: 19970730 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-04304 FILM NUMBER: 97647895 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 10-K/A 1 AMENDMENT TO FORM 10-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended Commission File Number August 31, 1995 1-4304 COMMERCIAL METALS COMPANY (Exact name of registrant as specified in its charter) Delaware 75-0725338 (State of Incorporation) (I.R.S. Employer Identification No.) 7800 Stemmons Freeway Dallas, Texas 75247 Telephone: (214) 684-4300 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Securities registered pursuant to Section 12(b) of the Act: Common Stock, par value $5.00 per share --------------------------------------- Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ------ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ------- The aggregate market value of the common stock on November, 15 1995, held by non-affiliates of the registrant based on the closing price of $25.00 per share on November 15, 1995, on the New York Stock Exchange was $384,708,775. Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of November 15, 1995: Common Stock, $5.00 par -- 15,388,351. DOCUMENTS INCORPORATED BY REFERENCE Portions of the following documents are incorporated by reference into the listed Part of Form 10-K: Registrant's Proxy Statement for the annual meeting of shareholders to be held January 25, 1996 -- Part III. 2 COMMERCIAL METALS COMPANY INDEX TO FORM 10-K/A, AMENDMENT NO. 1
Page Number Part I. ------ Item 1. Business * Item 2. Properties * Item 3. Legal Proceedings * Item 4. Submission of Matters to a Vote of Security Holders * Part II. * ------- Item 5. Market for Registrant's Common Equity and Related Stockholder Matters * Item 6. Selected Financial Data * Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations * Item 8. Financial Statements and Supplemental Data * Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure * Part III. * -------- Item 10. Directors and Executive Officers of the Registrant * Item 11. Executive Compensation * Item 12. Security Ownership of Certain Beneficial Owners and Management * Item 13. Certain Relationships and Related Transactions * Part IV. * ------- Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 3
- --------------------- * Not amended. - 2 - 3 PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) The following documents are filed as a part of this report: 2. Commercial Metals Company and Subsidiaries Consolidated Financial Statement Schedules Independent Auditors' Report as to Schedules. (1) Valuation and qualifying accounts (Schedule VIII). (1) All other schedules have been omitted because they are not applicable, are not required, or the required information is shown in the financial statements or notes thereto. 3. The following is a list of the Exhibits required to be filed by Item 601 of Regulation S-K: (3)(i) Restated Certificate of Incorporation (Filed as Exhibit (3)(i) to the Company's Form 10-K for the fiscal year ended August 31, 1993 and incorporated herein by reference). (3)(i)a- Certificate of Amendment of Restated Certificate of Incorporation dated February 1, 1994. (1) (3)(i)b- Certificate of Amendment of Restated Certificate of Incorporation dated February 17, 1995. (1) (3)(ii) By-Laws (Filed as Exhibit (3)(ii) to the Company's Form 10-K for the fiscal year ended August 31, 1993 and incorporated herein by reference). (4) Indenture between the Company and Chase Manhattan Bank dated as of July 31, 1995 (Filed as Exhibit 4.1 to the Company's Registration Statement No. 33-60809 on July 18, 1995 and incorporated herein by reference). (11) Calculation of primary and fully diluted earnings per share. (1) (21) Subsidiaries of Registrant. (1) (23) Independent Auditors' consent to incorporation by reference into previously filed Registration Statements No. 033-61073 and No. 033-61075 on Form S-8 and No. 033-60809 on Form S-3 of reports dated October 18, 1995 accompanying the consolidated financial statements of Commercial Metals Company and Subsidiaries for the year ended August 31, 1995. (27) Financial Data Schedule. (1) (b) Reports on Form 8-K. No reports on Form 8-K were filed during the last quarter covered by this report. - -------------------- (1) Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1995. - 3 - 4 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. COMMERCIAL METALS COMPANY By: /s/ Lawrence A. Engels ------------------------------- Lawrence A. Engels Vice President, Treasurer and Chief Financial Officer Date: July 30, 1997 - 4 - 5 EXHIBIT INDEX EXHIBIT 23 Independent Auditors' consent to incorporation by reference into previously filed Registration Statements No. 033-61073 and No. 033-61075 on Form S-8 and No. 033-60809 on Form S-3 of reports dated October 18, 1995 accompanying the consolidated financial statements of Commercial Metals Company and Subsidiaries for the year ended August 31, 1995. - 5 - EX-23 2 INDEPENDENT AUDITORS CONSENT 1 EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statements Nos. 33-60809 on Form S-3 and 033-61073 and 033-61075 on Form S-8 of Commercial Metals Company of our reports dated October 18, 1995, appearing in the Annual Report of Form 10-K of Commercial Metals Company for the year ended August 31, 1995. Deloitte & Touche LLP Dallas, Texas July 29, 1997 - 6 - -----END PRIVACY-ENHANCED MESSAGE-----