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) March 6, 2007 (March 2, 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 1.01 Entry into Material Definitive Agreement
On March 2, 2007, Commercial Metals Company, a Delaware corporation (“Commercial Metals”),
entered into a definitive agreement (the “Purchase Agreement”) with Bouras Industries, Inc., a New
Jersey corporation, Nicholas J. Bouras, Inc., a New Jersey corporation and wholly-owned subsidiary
of Bouras Industries, Inc., United Steel Deck, Inc., a New Jersey corporation and wholly-owned
subsidiary of Bouras Industries, Inc., ABA Trucking Corporation, a New Jersey corporation and
wholly-owned subsidiary of Bouras Industries, Inc., The New Columbia Joist Company, a Delaware
corporation and wholly-owned subsidiary of Bouras Industries, Inc. (collectively “Sellers”),
Nicholas J. Bouras, a stockholder of Bouras Industries, Inc. and The Nicholas J. and Anna K. Bouras
Foundation, Inc. a stockholder of Bouras Industries, Inc. to purchase substantially all of the
operating assets of Sellers.
Under the terms of the proposed transaction, Commercial Metals will pay in cash to the Sellers
approximately $63 million plus the value of the Sellers’ inventory on hand at the time of closing,
subject to certain other adjustments set forth in the Purchase Agreement. The Board of Directors
of Commercial Metals has unanimously approved the proposed transaction set forth in the Purchase
Agreement.
The closing of the proposed transaction is expected to occur in early April of 2007. The
Purchase Agreement contains customary representations, warranties, covenants, and indemnities. The
proposed transaction is subject to certain closing conditions set forth in the Purchase Agreement,
including certain regulatory approvals.
Commercial Metals has filed a copy of the Purchase Agreement as Exhibit 10.1 to this
current report on Form 8-K. You are encouraged to read the Purchase Agreement for a more complete
understanding of the transaction. The foregoing description of the Purchase Agreement is qualified
in its entirety by reference to the full text of the Purchase Agreement.
Item 8.01 Other Events
Press Release Announcing Entering into Purchase Agreement
On March 5, 2007, Commercial Metals issued a press release in which it announced that it had
entered into the Purchase Agreement. A copy of the press release is attached hereto as Exhibit
99.1 and incorporated herein by reference.
Press Release Announcing Commercial Metals Acquisition of Shares of CMC Zawiercie Held By
Polish State Treasury
On March 2, 2007, Commercial Metals issued a press release in which it announced that its
Polish steel mill, CMC Zawiercie S.A. (“CMCZ”), purchased all of the shares of CMCZ owned by the
Polish Ministry of State Treasury (“Ministry”). The shares acquired represent approximately 26.8%
of the total CMCZ shares outstanding. CMCZ paid in aggregate approximately $59.5 million for the
shares and intends to redeem the shares. With this purchase and subsequent redemption, CMC holds
approximately 99% of all CMCZ shares outstanding. A copy of the press release is attached hereto as
Exhibit 99.2 and incorporated herein by reference.