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) July 24, 2006 (July 24, 2006)
Commercial Metals Company
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 1-4304
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75-0725338 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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6565 N. MacArthur Blvd.
Irving, Texas
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75039 |
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| (Address of Principal Executive Offices)
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
(c) Appointment of Principal Officers.
(1) On July 24, 2006, Commercial Metals Company (the “Company”) issued a press release announcing
that in accordance with the Company’s established succession plan, the Board of Directors has named
Murray R. McClean Chief Executive Officer effective September 1, 2006. In addition, Mr. McClean
was elected a Director of the Company effective immediately. Mr. McClean formerly was President and
Chief Operating Officer. He will continue in his capacity as President in addition to his new
position as Chief Executive Officer. Stanley A. Rabin, Chairman of the Board and current Chief
Executive Officer, will continue in his role as Chairman of the Board. McClean’s former position of
Chief Operating Officer will not be filled.
(2) Mr. McClean,
age 58, joined Commercial Metals Company in 1985 as managing director of its
marketing and distribution office in Sydney, Australia. In 1993 he was appointed President of the
International Division of the Marketing and Distribution segment. Following his appointment as
President of CMC’s Marketing and Distribution segment in 1999, McClean relocated to the Company’s
headquarters in Dallas, Texas, and was named Executive Vice President and Chief Operating Officer
in September, 2004, and President in January 2006.
Mr. Rabin, age 68, has served as Chairman of
the Board since 1999 and Chief Executive Officer since 1979.
(3) On May 23, 2005, the Company entered into an Employment Agreement (the “Employment Agreement”)
with Mr. McClean, which was filed as Exhibit 10.1 to the Company’s Form 8-K filed on May 26, 2005.
The agreement provides a base salary of $475,000 and benefits consistent with the Company’s
executive compensation policies. The term of the Employment Agreement expires on August 31, 2009.
A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein
by reference.
Item 9.01. Financial Statements and Exhibits.
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(d) |
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Exhibits |
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The following exhibit is filed with this Form 8-K. |
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99.1 Press Release, dated July 24, 2006. |