SCHEDULE 14A
                   Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934
                               (Amendment No. __)


Filed by the Registrant [ ]

Filed by a Party other than the Registrant [x]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
    14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to 240.14a-12

                           Commercial Metals Company
                (Name of Registrant as Specified In Its Charter)

                               Icahn Partners LP
                         Icahn Partners Master Fund LP
                       Icahn Partners Master Fund II L.P.
                      Icahn Partners Master Fund III L.P.
                         High River Limited Partnership
                             Hopper Investments LLC
                                 Barberry Corp.
                                Icahn Onshore LP
                               Icahn Offshore LP
                               Icahn Capital L.P.
                                   IPH GP LLC
                        Icahn Enterprises Holdings L.P.
                          Icahn Enterprises G.P. Inc.
                                 Beckton Corp.
                                 Carl C. Icahn
                                  James Unger
                                 Steve Mongillo
                                 George Hebard
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.

     1)     Title  of  each  class  of  securities to which transaction applies:

     2)     Aggregate  number  of  securities  to  which  transaction  applies:

     3)     Per  unit  price  or  other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is  calculated  and  state  how  it  was  determined):

     4)     Proposed  maximum  aggregate  value  of  transaction:

     5)     Total  fee  paid:

[ ]  Fee  paid  previously  with  preliminary  materials.

[ ]  Check  box  if any part of the fee is offset as provided by Exchange Act
     Rule  0-11(a)(2)  and  identify the filing for which the offsetting fee was
     paid  previously.  Identify  the  previous filing by registration statement
     number,  or  the  Form  or  Schedule  and  the  date  of  its  filing.

     1)     Amount  Previously  Paid:

     2)     Form,  Schedule  or  Registration  Statement  No.:

     3)     Filing  Party:

     4)     Date  Filed:


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 SCHEDULE TO/A
    (RULE 14D-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 6)

                           COMMERCIAL METALS COMPANY
                       (NAME OF SUBJECT COMPANY (ISSUER))

                               IEP Metals Sub LLC
                               Icahn Partners LP
                         Icahn Partners Master Fund LP
                       Icahn Partners Master Fund II L.P.
                      Icahn Partners Master Fund III L.P.
                         High River Limited Partnership
                             Hopper Investments LLC
                                 Barberry Corp.
                                Icahn Onshore LP
                               Icahn Offshore LP
                               Icahn Capital L.P.
                                   IPH GP LLC
                        Icahn Enterprises Holdings L.P.
                          Icahn Enterprises G.P. Inc.
                                 Beckton Corp.
                                 Carl C. Icahn
                           (NAMES OF FILING PERSONS)*

                         COMMON STOCK, PAR VALUE $0.01
                         (TITLE OF CLASS OF SECURITIES)

                                   201723103
                     (CUSIP NUMBER OF CLASS OF SECURITIES)

                            KEITH L. SCHAITKIN, ESQ.
                                GENERAL COUNSEL
                                ICAHN CAPITAL LP
                          767 FIFTH AVENUE, 47TH FLOOR
                            NEW YORK, NEW YORK 10153
                                 (212) 702-4380

  (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
                AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
                           CALCULATION OF FILING FEE

TRANSACTION VALUATION:                                  AMOUNT OF FILING FEE:
______________________                                   ____________________
$1,560,210,000*                                             $178,800.07**

*    Calculated  solely  for  purposes  of  determining  the  filing  fee.  The
     transaction  value  was calculated as follows: 104,014,000 shares of common
     stock  of the Issuer multiplied by $15 per share. The number of shares used
     in  the  transaction  value  calculation is based on the 115,539,000 shares
     stated  to  be  issued  and  outstanding  according  to  the  Issuer in its
     Definitive  Proxy  Statement  filed  with  the  Securities  and  Exchange
     Commission  on December 6, 2011, less 11,525,000 shares beneficially owned,
     as  of  December  9,  2011,  by  the  Offeror  and  its  affiliates.

**   The  amount  of  the filing fee was calculated in accordance with Rule 0-11
     of  the  Securities Exchange Act of 1934, as amended, and Fee Rate Advisory
     #3  for  fiscal  year  2012,  issued September 29, 2011, by multiplying the
     transaction  value  by  0.0001146.

[X]  Check  the  box  if  any  part  of the fee is offset as provided by Rule
     0-11(a)(2)  and  identify  the  filing  with  which  the offsetting fee was
     previously  paid.  Identify  the  previous filing by registration statement
     number,  or  the  Form  or  Schedule  and  the  date  of  its  filing.

Amount previously paid:                         Filing Party:
$178,800.07                                     Icahn Enterprises Holdings LP
Form or registration no.:                       Date Filed:
Schedule TO-T                                   December 9, 2011

[ ]  Check the box if the filing relates solely to preliminary communications
     made  before  the  commencement  of  a  tender  offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[X]  third party tender offer subject to Rule 14d-1
[ ]  going-private transactionsubject to Rule 13e-3
[ ]  issuer tender offer subject to Rule 13e-4
[X]  amendment to Schedule 13Dunder Rule 13d-2

Check the following box if the filing is a final amendment reporting the results
of the tender offer:[ ]


                     COMBINED SCHEDULE TO AND SCHEDULE 13D

     * Introductory Note: IEP Metals Sub LLC and Icahn Enterprises Holdings L.P.
are  co-bidders  for  all  purposes  in  the  Offer.  IEP  Metals  Sub  LLC is a
wholly-owned  subsidiary  of  Icahn  Enterprises  Holdings  L.P.

     This  Amendment  No. 6 amends and supplements the Tender Offer Statement on
Schedule  TO  filed  on December 9, 2011 (as amended by Amendment No. 1 filed on
December  9,  2011,  Amendment No. 2 filed on December 19, 2011, Amendment No. 3
filed  on  December  27,  2011,  Amendment  No.  4  filed on January 5, 2012 and
Amendment  No.  5  filed  on January 5, 2012, the "Schedule TO") relating to the
offer  by  IEP Metals Sub LLC, a Delaware limited liability company ("IEP Metals
Sub")  and  Icahn  Enterprises  Holdings  L.P.,  a  Delaware limited partnership
("Icahn Enterprises Holdings", and together with IEP Metals Sub, the "Offeror"),
to  purchase  for cash all of the issued and outstanding shares of common stock,
par  value  $0.01 per share (the "Common Stock") of Commercial Metals Company, a
Delaware  corporation  ("Commercial  Metals"),  including  the associated rights
issued  pursuant  to  the  Rights  Agreement, dated as of July 30, 2011, between
Commercial  Metals  and  Broadridge  Corporate Issuer Solutions, Inc., as Rights
Agent,  that  are  issued  and  outstanding (the "Rights", and together with the
Common Stock, the "Shares") at a price of $15.00 per Share, without interest and
less  any  required  withholding  taxes,  if  any. Both IEP Metals Sub and Icahn
Enterprises  Holdings  are co-bidders for all purposes in the Offer. Capitalized
terms  used  herein  and  not  otherwise  defined  have  the respective meanings
ascribed  in  the  Schedule  TO.

     The  Offer is subject to the terms and conditions set forth in the Offer to
Purchase,  dated  December  9,  2011  (the  "Offer  to  Purchase"). The Offer to
Purchase,  the  related  Letter of Transmittal (the "Letter of Transmittal") and
Notice  of  Guaranteed Delivery, copies of which are attached hereto as Exhibits
(a)(1)(i),  (a)(1)(ii)  and  (a)(1)(iii),  respectively, constitute the "Offer".

     As  permitted  by General Instruction F to Schedule TO, the information set
forth  in the entire Offer to Purchase, the Letter of Transmittal and the Notice
of  Guaranteed  Delivery,  including  all  appendices,  schedules,  exhibits and
annexes  thereto,  is  hereby expressly incorporated by reference in response to
Items  1  through  11 of this Schedule TO and is supplemented by the information
specifically  provided  herein.

     As  permitted  by General Instruction G to Schedule TO, this Schedule TO is
also an amendment to the joint statement on Schedule 13D filed on July 28, 2011,
as  amended,  by  Icahn  Enterprises  Holdings,  Icahn  Partners  LP,  a limited
partnership  governed  by the laws of Delaware, Icahn Partners Master Fund LP, a
limited  partnership  governed by the laws of the Cayman Islands, Icahn Partners
Master  Fund  II  LP,  a  limited partnership governed by the laws of the Cayman
Islands,  Icahn  Partners  Master Fund III LP, a limited partnership governed by
the  laws  of  the  Cayman  Islands,  High  River Limited Partnership, a limited
partnership  governed by the laws of Delaware, Hopper Investments LLC, a limited
liability  company  governed  by  the  laws  of  Delaware,  Barberry  Corp.,  a
corporation  governed  by  the  laws  of  Delaware,  Icahn Onshore LP, a limited
partnership  governed  by  the  laws  of  Delaware, Icahn Offshore LP, a limited
partnership  governed  by  the  laws  of  Delaware,  Icahn Capital LP, a limited
partnership  governed  by  the laws of Delaware, IPH GP LLC, a limited liability
company  governed  by  the  laws of Delaware, Icahn Enterprises Holdings L.P., a
limited  partnership  governed  by  the laws of Delaware, Icahn Enterprises G.P.
Inc.,  a  corporation  governed  by  the  laws  of  Delaware,  Beckton  Corp., a
corporation  governed  by the laws of Delaware, and Carl C. Icahn (collectively,
the  "Icahn  Entities").

ITEMS 1-11.

Items 1 through 11 of the Schedule TO are hereby amended and supplemented by the
addition of the following:

     On January 6, 2012, Icahn Enterprises LP, the parent of the Offeror, issued
a  press  release  relating  to the Offer. A copy of this press release is filed
herewith  as  Exhibit  (a)(5)(vii)  and  incorporated  herein  by  reference.


ITEM 12.  EXHIBITS

Exhibit       Description
-------       ------------
(a)(5)(vii)   Press Release issued by Icahn Enterprises LP,dated January 6, 2012



                                   SIGNATURES

     After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


                                            ICAHN PARTNERS LP


                                            By:  /S/ EDWARD MATTNER
                                                 ------------------
                                                 Name: EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            ICAHN PARTNERS MASTER FUND LP

                                            By:  /S/ EDWARD MATTNER
                                                 ------------------
                                                 Name: EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            ICAHN PARTNERS MASTER FUND II LP

                                            By:  /S/ EDWARD MATTNER
                                                 ------------------
                                                 Name: EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            ICAHN PARTNERS MASTER FUND III LP

                                            By: /S/ EDWARD MATTNER
                                                ------------------
                                                Name: EDWARD MATTNER
                                                Title: AUTHORIZED SIGNATORY


                                            HIGH RIVER LIMITED PARTNERSHIP

                                            BY: HOPPER INVESTMENTS LLC, ITS
                                                GENERAL PARTNER

                                            BY: BARBERRY CORP., ITS SOLE MEMBER

                                            By:  /S/ EDWARD MATTNER
                                                 ------------------
                                                 Name: EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            HOPPER INVESTMENTS LLC
                                            BY: BARBERRY CORP., ITS SOLE MEMBER

                                            By:  /S/ EDWARD MATTNER
                                                 ------------------
                                                 Name: EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            BARBERRY CORP.

                                            By:  /S/ EDWARD MATTNER
                                                 ------------------
                                                 Name: EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            ICAHN ONSHORE LP

                                            By:  /S/ EDWARD MATTNER
                                                 ------------------
                                                 Name: EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            ICAHN OFFSHORE LP

                                            By:  /S/ EDWARD MATTNER
                                                 ------------------
                                                 Name: EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            ICAHN CAPITAL LP

                                            By:  /S/ EDWARD MATTNER
                                                 ------------------
                                                 Name: EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            IPH GP LLC

                                            By: /S/ EDWARD MATTNER
                                                ------------------
                                                Name: EDWARD MATTNER
                                                Title: AUTHORIZED SIGNATORY


                                            ICAHN ENTERPRISES HOLDINGS L.P.
                                            BY: ICAHN ENTERPRISES G.P. INC., ITS
                                                GENERAL PARTNER

                                            By:  /S/ DOMINICK RAGONE
                                                 -------------------
                                                 Name: DOMINICK RAGONE
                                                 Title: CHIEF FINANCIAL OFFICER


                                            IEP METALS SUB LLC
                                            BY: ICAHN ENTERPRISES HOLDINGS L.P.,
                                                ITS SOLE MEMBER
                                            BY: ICAHN ENTERPRISES G.P. INC., ITS
                                                GENERAL PARTNER

                                            By:  /S/ DOMINICK RAGONE
                                                 -------------------
                                                 Name: DOMINICK RAGONE
                                                 Title:  CHIEF FINANCIAL OFFICER


                                            ICAHN ENTERPRISES G.P. INC.


                                            By:  /S/ DOMINICK RAGONE
                                                 -------------------
                                                 Name: DOMINICK RAGONE
                                                 Title: CHIEF FINANCIAL OFFICER


                                            BECKTON CORP.


                                            By:  /S/ EDWARD MATTNER
                                                 ------------------
                                                 Name: EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            /S/ CARL C. ICAHN
                                            -----------------
                                            Name:  CARL C. ICAHN
Date: January 6, 2012



                                 EXHIBIT INDEX


EXHIBIT NO.   DESCRIPTION
----------    -----------
(a)(1)(i)     Offer to Purchase, dated December 9, 2011*

(a)(1)(ii)    Letter of Transmittal (including Guidelines for Certification of
              Taxpayer Identification Number) *

(a)(1)(iii)   Notice of Guaranteed Delivery*

(a)(1)(iv)    Letter to Brokers, Dealers, Commercial Banks, Trust Companies
              and Other Nominees*

(a)(1)(v)     Letter to Clients*

(a)(5)(i)     Summary Advertisement as published in the New York Times, by the
              Offeror, on December 9, 2011*

(a)(5)(ii)    Press  Release  of  the  Offeror,  dated  December 6, 2011
              (incorporated  by reference to Exhibit 1 to the Schedule TO-C
              filed by the Offeror with the Securities and Exchange Commission
              on December 6,2011)*

(a)(5)(iii)   Press Release of Icahn Enterprises LP, dated December 9, 2011*

(a)(5)(iv)    Press Release of Icahn Enterprises LP, dated December 27,2011*

(a)(5)(v)     Press Release of Icahn Enterprises LP, dated January 4, 2012*


(a)(5)(vi)    Press Release of Icahn Enterprises LP, dated January 5, 2012*

(a)(5)(vii)   Press Release of Icahn Enterprises LP, dated January 6,
              2012 (filed herewith)

 (b)          None.


 (d)          None.

 (g)          None.

 (h)          None.

________________________
     *  Previously Filed



                                                             EXHIBIT (a)(5)(vii)

                                                           FOR IMMEDIATE RELEASE

                              ICAHN ENTERPRISES LP

           ICAHN SENDS OPEN LETTER TO COMMERCIAL METALS SHAREHOLDERS:
                -     IT'S BUSINESS AS USUAL AT COMMERCIAL METALS
                      - WHAT IS THE DOWNSIDE TO TENDERING?

CONTACT: SUSAN GORDON (212) 702-4309

     NEW  YORK,  NEW  YORK,  JANUARY  6,  2012  -  Icahn Enterprises Holdings LP
("Icahn")  (a  subsidiary  of Icahn Enterprises LP (Nasdaq: IEP)) today released
the  following  letter  to  shareholders  of  Commercial  Metals  Company  (the
"Company"), regarding the Icahn tender offer (as it may be extended from time to
time,  the  "Tender  Offer")  and  proxy  fight.

     Dear Fellow Commercial Metals Shareholders:

     Unfortunately,  in today's conference call, the Company's message was clear
to  us:  Its  business  as  usual at Commercial Metals. But, shareholders have a
unique  opportunity right now to tender into our Tender Offer and send a mandate
to  the  Board  to  sell  this  Company  NOW!

     IT'S  THE  SAME  BUSINESS AS USUAL AT COMMERCIAL METALS. TODAY'S CONFERENCE
CALL  WAS  ILLUSTRATIVE  TO  US  THAT  THE  PROBLEMS  AT  COMMERCIAL METALS WILL
CONTINUE.

     The  Company  continues  to discuss their new strategies and how things are
going  to  get better, if only shareholders give them another chance. We believe
it  is  business  as  usual  at  Commercial  Metals and that shareholders should
consider:

     -    Interestingly,  the Company talks about having new management, but Joe
          Alvarado,  the  CEO,  has been a part of the executive management team
          for  almost  two years - how is that new management? Did you listen to
          today's  conference  call?  We  believe  that  there is nothing new or
          changed  about  management's  philosophy.

     -    The  Company  wants you to believe that they have a new strategy - but
          all  we  see  is  more  of  the  same,  including  risky international
          adventures that have failed to succeed in the past and that we believe
          will  fail in the future. Amazingly, the Company has a continued focus
          on  non-core  operations  that  we believe have been so destructive to
          earnings  in  the  past  and  that  are  distracting  and  damaging to
          shareholder  value. For example, the Company recently reported a $26.8
          million reduction in operating income in their International Marketing
          and  Distribution  division primarily due to a charge incurred on long
          positions  held  on iron ore purchase contracts during the quarter. Do
          shareholders  believe  that  speculating  on global iron ore prices is
          truly  a  risk  that a North American mini-mill should be taking? What
          exactly  has  changed with this Company? Isn't there a major risk that
          they  will  return  to the same path of making ill-founded investments
          that  have  been  so  devastating  in  the  past?

WE ASK YOU -- WHAT IS THE DOWNSIDE TO TENDERING INTO THE TENDER OFFER?

In making your decision whether to tender, we believe you should consider:

-    40.1%  of  shares  tendered  (which  which when added to the shares already
     owned  by us, represents a majority of Commercial Metals stock) will send a
     clear  message  to  the  Board  that it is incumbent upon them to conduct a
     sales  process to sell the Company NOW, and not take the risk that the past
     will  be repeated. Shareholders have a unique opportunity right now to send
     a  mandate  to  the  Board  -  don't  let  this  moment  pass  us  by.

-    The  best  way  to find out if the Company is worth more than $15 per share
     is to conduct a sales process, and we believe the only way to convince this
     Board  to  conduct  a  sales  process  is for them to see at least 40.1% of
     shares  tendered.

-    If  the  Company  conducts a sales process, our Tender Offer provides a $15
     floor  and  is  essentially  a  free  option  to  you.

-    At  any time prior to the expiration date of the Tender Offer (including as
     it may be extended), you have the power and the choice to reject our Tender
     Offer by withdrawing your shares from the Tender Offer allowing you to take
     advantage  of  a  higher  offer  if  such  an  offer  emerges.

-    If  the  Board does not conduct a sales process and 40.1% of the shares are
     tendered  into  the Tender Offer, we will continue our proxy fight and take
     the  Company  to  court  in  Delaware to fight for the ability to close the
     Tender Offer. Again, at any time prior to the expiration date of the Tender
     Offer  (including as it may be extended), you have the power and the choice
     to  reject  our  Tender  Offer  by  withdrawing your shares from the Tender
     Offer.

     WE  URGE  SHAREHOLDERS TO PROMPTLY TENDER YOUR SHARES INTO OUR TENDER OFFER
PRIOR  TO  THE  CURRENT  EXPIRATION  DATE OF 12:00 MIDNIGHT ON JANUARY 10, 2012.

     Tendering  shareholders  are  reminded that if the conditions to the Offer,
including the poison pill condition and the Delaware 203 condition are satisfied
at the expiration date, then, if shareholders have not withdrawn their shares by
the  expiration  date,  the  bidder  will  purchase  their  tendered  shares  in
accordance  with  the  terms  of  the  Tender  Offer.

ABOUT  ICAHN  ENTERPRISES  L.P.

Icahn  Enterprises  L.P.  (Nasdaq:  IEP),  a  master  limited  partnership, is a
diversified  holding  company  engaged  in  eight  primary  business  segments:
Investment, Automotive, Gaming, Railcar, Food Packaging, Metals, Real Estate and
Home  Fashion.

NOTICE TO INVESTORS

SECURITY  HOLDERS  ARE  ADVISED  TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED  TO  THE  SOLICITATION  OF  PROXIES BY CARL C. ICAHN, JAMES UNGER, STEVE
MONGILLO, GEORGE HEBARD, HIGH RIVER LIMITED PARTNERSHIP, HOPPER INVESTMENTS LLC,
BARBERRY CORP., ICAHN PARTNERS LP, ICAHN PARTNERS MASTER FUND LP, ICAHN PARTNERS
MASTER FUND II L.P., ICAHN PARTNERS MASTER FUND III L.P., ICAHN ENTERPRISES G.P.
INC.,  ICAHN  ENTERPRISES  HOLDINGS  L.P., IPH GP LLC, ICAHN CAPITAL L.P., ICAHN
ONSHORE  LP,  ICAHN  OFFSHORE  LP, BECKTON CORP. AND CERTAIN OF THEIR RESPECTIVE
AFFILIATES  FROM  THE  STOCKHOLDERS  OF COMMERCIAL METALS COMPANY FOR USE AT ITS
2012  ANNUAL  MEETING  BECAUSE  THEY  CONTAIN  IMPORTANT  INFORMATION, INCLUDING
INFORMATION  RELATING  TO  THE  PARTICIPANTS  IN SUCH PROXY SOLICITATION.  ON OR
ABOUT  DECEMBER  22,  2011, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WAS
MAILED  TO  STOCKHOLDERS OF COMMERCIAL METALS COMPANY AND WILL ALSO BE AVAILABLE
AT  NO  CHARGE  AT  THE  SECURITIES  AND  EXCHANGE  COMMISSION'S  WEBSITE  AT
HTTP://WWW.SEC.GOV.

THIS  PRESS  RELEASE  IS  NEITHER  AN OFFER TO PURCHASE NOR A SOLICITATION OF AN
OFFER  TO  SELL SECURITIES. THE OFFER TO BUY SHARES OF COMMERCIAL METALS COMPANY
(THE  "COMPANY")  COMMON  STOCK  WAS  MADE  PURSUANT TO AN OFFER TO PURCHASE AND
RELATED  MATERIALS  THAT  IEP METALS SUB LLC, ("OFFEROR"),  AN INDIRECTLY WHOLLY
OWNED  SUBSIDIARY OF ICAHN ENTERPRISES HOLDINGS LP, AS CO-BIDDER, FILED WITH THE
SECURITIES  AND EXCHANGE COMMISSION (THE "SEC") ON DECEMBER 9, 2011. ON DECEMBER
9,  2011,  THE  OFFEROR  AND  CO-BIDDER  ALSO  FILED A TENDER OFFER STATEMENT ON
SCHEDULE  TO  WITH  THE  SEC  RELATING  TO THE OFFER. THE TENDER OFFER STATEMENT
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER
DOCUMENTS)  CONTAIN, AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN,
WHEN  AVAILABLE,  IMPORTANT  INFORMATION  THAT  SHOULD  BE  READ  CAREFULLY  AND
CONSIDERED  BEFORE  ANY  DECISION  IS MADE WITH RESPECT TO THE TENDER OFFER. THE
TENDER  OFFER  MATERIALS  WERE  SENT  FREE  OF CHARGE TO ALL STOCKHOLDERS OF THE
COMPANY  ON  OR  ABOUT  DECEMBER  9,  2011.

ALL  OF  THESE  MATERIALS  (AND  ALL OTHER MATERIALS FILED BY THE OFFEROR OR THE
COMPANY  WITH  THE  SEC)  ARE  AVAILABLE  AT  NO CHARGE FROM THE SEC THROUGH ITS
WEBSITE  AT  WWW.SEC.GOV.  INVESTORS  AND  SECURITY HOLDERS MAY ALSO OBTAIN FREE
COPIES OF THE DOCUMENTS FILED WITH THE SEC BY DIRECTING A REQUEST TO D.F. KING &
CO., INC. BY MAIL TO 48 WALL STREET, 22ND FLOOR, NEW YORK, NEW YORK 10005, OR BY
CALLING  TOLL-FREE  (800)  967-7921  OR  (212)  269-5550.