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EX-99.1 - EXHIBIT 99.1 - COMMERCIAL METALS Cod262431dex991.htm

 

 

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) November 28, 2011

 

 

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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01 Other Events.

On November 28, 2011, Commercial Metals Company (the “Company”) issued a press release announcing it will review an unsolicited letter from Carl Icahn relating to his unsolicited proposal to acquire the Company for $15.00 per share. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated November 28, 2011.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

      COMMERCIAL METALS COMPANY
Date: November 28, 2011     By:   /s/ Ann J. Bruder
    Name:   Ann J. Bruder
    Title:   Senior Vice President of Law, Government Affairs and Global Compliance, General Counsel and Corporate Secretary


EXHIBIT INDEX

 

Exhibit No.

  

Description of Exhibit

99.1    Press Release dated November 28, 2011.