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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
(AMENDMENT NO. 1)
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED AUGUST 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-4304
COMMERCIAL METALS COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 75-0725338
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6565 MACARTHUR BLVD.
IRVING, TEXAS 75039
(Address of principal executive offices) (Zip Code)
(214) 689-4300
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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Common Stock, $5 par value New York Stock Exchange
Rights to Purchase Series A New York Stock Exchange
Preferred Stock
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 (Section 229.405 of this chapter) is not contained herein,
and will not be contained herein, 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. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [X] No [ ]
The aggregate market value of the common stock on November 18, 2003 held by
non-affiliates of the registrant, based on the closing price of $23.72 per share
on November 18, 2003 on the New York Stock Exchange, was approximately
$607,042,430. (For purposes of determination of this amount, only directors,
executive officers, and 10% or greater stockholders have been deemed
affiliates.)
The number of shares outstanding of common stock as of November 18, 2003
was 28,315,855.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the following document are incorporated by reference into the
listed Part of Form 10-K:
Registrant's definitive proxy statement for the annual meeting of
stockholders to be held January 22, 2004 --Part III
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EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A amends "Part II, Item 5 -- Market for
Registrant's Common Equity and Related Stockholder Matters" of the Annual Report
on Form 10-K filed by Commercial Metals Company on November 24, 2003 and
corrects the information contained in the table under the caption "Equity
Compensation Plans."
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET AND DIVIDEND INFORMATION
The table below summarizes the high and low sales prices reported on the New
York Stock Exchange for our common stock and the quarterly cash dividends we
paid for the past two fiscal years. The amounts set forth below have been
adjusted to reflect a two-for-one stock split in the form of a stock dividend on
our common stock effective June 28, 2002.
PRICE RANGE
OF COMMON STOCK
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2002
FISCAL
QUARTER HIGH LOW CASH DIVIDENDS
--------------- --------------- --------------- ---------------
1st $ 16.50 $ 12.25 6.5 (cents)
2nd 18.40 16.33 6.5 (cents)
3rd 23.99 18.00 6.5 (cents)
4th 24.88 16.97 8 (cents)
PRICE RANGE
OF COMMON STOCK
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2003
FISCAL
QUARTER HIGH LOW CASH DIVIDENDS
--------------- --------------- --------------- ---------------
1st $ 19.92 $ 15.70 8 (cents)
2nd 17.21 13.75 8 (cents)
3rd 18.79 12.79 8 (cents)
4th 19.94 16.80 8 (cents)
Since 1982, our common stock has been listed and traded on the New York
Stock Exchange. From 1959 until the NYSE listing in 1982, our common stock was
traded on the American Stock Exchange. The number of shareholders of record of
our common stock at November 14, 2003, was approximately 2,578.
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EQUITY COMPENSATION PLANS
Information about our equity compensation plans as of August 31, 2003 that
were either approved or not approved by our stockholders is as follows (number
of shares in thousands):
A. B. C.
NUMBER OF SECURITIES
REMAINING FOR FUTURE
NUMBER OF SECURITIES TO BE WEIGHTED-AVERAGE ISSUANCE UNDER EQUITY
ISSUED UPON EXERCISE OF EXERCISE PRICE OF COMPENSATION PLANS
OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, (EXCLUDING SECURITIES
PLAN CATEGORY WARRANTS AND RIGHTS WARRANTS AND RIGHTS REFLECTED IN COLUMN (A)
----------------------------- -------------------------- ------------------------- -------------------------
Equity compensation plans 4,092 $ 14.46 2,232
approved by security holders
Equity compensation plans not
approved by security holders 0 0 0
TOTAL 4,092 $ 14.46 2,232
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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
/s/ William B. Larson
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By: William B. Larson
Vice President and Chief
Financial Officer
Date: November 26, 2003
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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31a Certification of Stanley A. Rabin, Chairman of the Board,
President and Chief Executive Officer of Commercial Metals
Company, pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 (filed herewith).
31b Certification of William B. Larson, Vice President and Chief
Financial Officer of Commercial Metals Company, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
32a Certification of Stanley A. Rabin, Chairman of the Board,
President and Chief Executive Officer of Commercial Metals
Company, pursuant to 18 U.S.C. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
32b Certification of William B. Larson, Vice President and Chief
Financial Officer of Commercial Metals Company, pursuant to 18
U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (filed herewith).
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