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) May 19, 2009
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):
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))
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| Item 1.01 |
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Entry into a Material Definitive Agreement. |
On May 26, 2009, Commercial Metals Company (the “Company”) entered into an Amendment (the
“Amendment”) to the Second Amended and Restated Receivables Purchase Agreement, dated April 30,
2008 (the “RPA”), among CMC Receivables, Inc., the Company, Liberty Street Funding LLC (“Liberty”),
Gotham Funding Corporation (“Gotham”), The Bank of Nova Scotia (“Scotia”) and The Bank of
Tokyo-Mitsubishi UFJ, LTD., New York Branch (“BTMU”). Defined terms used herein and not defined
herein have the meanings assigned to such terms in the RPA, a copy of which was filed as Exhibit
10.1 to the Company’s Form 8-K, filed May 2, 2008.
Pursuant to the Amendment, Liberty, Gotham, Scotia, and BTMU each waived any Termination Event
arising under Section 10.01(r) of the RPA as a result of the average Default Ratio for the three
consecutive Accounting Periods ended April 30, 2009 exceeding 3%. Liberty, Gotham, Scotia, and BTMU
also each waived any Termination Event arising under Section 10.01(s) of the RPA as a result of the
average Dilution Ratio for the three consecutive Accounting Periods ended April 30, 2009 exceeding
5%.
In addition, the Amendment amended (i) Section 1.01 of the RPA to (a) change the definition of
“Commitment Termination Date” from May 26, 2009 to June 12, 2009, (b) change the definition of
“Expiration Date” from May 26, 2009 to June 12, 2009 and (c) change the definition of “Reserve
Period” from “May 26, 2009” to “June 12, 2009”.
The Amendment is filed as Exhibit 10.1 to this Form 8-K and is incorporated by reference. The
description of the material terms of the Amendment is qualified in its entirety by reference to
such exhibit.
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| Item 5.02(e) |
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Departures of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
Approval of Form of Restricted Stock Unit Award Agreement.
On May 19, 2009, the Compensation Committee (the “Committee”) of the Board of Directors of the
Company approved the form of Restricted Stock Unit Award Agreement (the “Agreement”) to be used by
the Company in connection with awards of restricted stock units (“Awarded Units”) to the Company’s
employees under the Company’s 2006 Long-Term Equity Incentive Plan (the “2006 Plan”). The
Agreement provides for the grant of Awarded Units consisting of the right to receive, upon the
vesting date, delivery of one share of the Company’s Common Stock for each vested Awarded Unit.
Except as specifically provided in the Agreement and subject to certain restrictions and
conditions set forth in the 2006 Plan, the Awarded Units will vest upon the following: (i) for 20
consecutive trading days between the date of grant and May 19, 2012, the closing price of the
Common Stock is at least $30 per share (as adjusted during such period pursuant to the 2006 Plan)
and the Company ranks at or greater than the 50th percentile on a Total Stockholder Return basis
(as defined in the Agreement) as compared to its Peer Group (as defined in the Agreement) with the
Total Stockholder Return being based on the average of the closing prices for the month of December
2008 versus the average of the closing prices for the month of December 2011; or (ii) for 20
consecutive trading days between the date of grant and May 19, 2012, the closing price of the
Common Stock is at least $24 per share (as adjusted during such period pursuant to the 2006 Plan)
and the Company ranks at or greater than
the 80th percentile on a Total Stockholder Return basis as compared to its Peer Group with the
Total Stockholder Return being based on the average of the closing prices for the month of December
2008 versus the average of the closing prices for the month of December 2011.
The determination of whether any vesting criteria have been met is to be made by the Committee
in a manner consistent with prior practice. Awarded Units that are not vested in accordance with
the Agreement are forfeited on the earlier of the date of the participant’s termination of service
or May 19, 2012.
The foregoing description of the form of Agreement is qualified in its entirety by the full
text of the Agreement, which is incorporated herein by reference and filed as Exhibit 10.2 hereto.
Restricted Stock Unit Awards.
On May 19, 2009, the Committee granted each of Murray R. McClean, Russell B. Rinn, Hanns
Zoellner, and William B. Larson the number of Awarded Units set forth opposite his name in the
table below. The Awarded Units, which were granted pursuant to the 2006 Plan, are governed by a
Restricted Stock Unit Agreement, the form of which is described above and attached as Exhibit 10.2.
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| Recipient |
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Number of Awarded Units |
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Murray R. McClean
Chairman, President and
Chief Executive Officer |
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60,000 |
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Russell B. Rinn
Executive Vice President &
President of Americas Division |
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30,000 |
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Hanns Zoellner
Executive Vice President &
President International Division |
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30,000 |
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William B. Larson
Senior Vice President and
Chief Financial Officer |
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25,000 |
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits
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10.1
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Amendment to the Second Amended and Restated Receivables Purchase Agreement,
dated May 26, 2009, among CMC Receivables Inc., Commercial Metals Company, Liberty
Street Funding LLC, Gotham Funding Corporation, The Bank of Nova Scotia and The Bank of
Tokyo-Mitsubishi UFJ, LTD., New York Branch. |
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10.2
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Form of Restricted Stock Unit Award Agreement |