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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(MARK
ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED AUGUST 31, 1995
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM __________ TO __________
COMMISSION FILE NO. 1-4304
COMMERCIAL METALS COMPANY
(Exact name of registrant as specified in its Charter)
<TABLE>
<S> <C>
DELAWARE 75-0725338
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
7800 STEMMONS FREEWAY, DALLAS, TEXAS 75247
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (214) 689-4300
</TABLE>
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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<S> <C>
Common Stock, $5 par value New York Stock Exchange
</TABLE>
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 IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, 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. [ ]
THE AGGREGATE MARKET VALUE OF THE COMMON STOCK ON NOVEMBER 15, 1995, HELD BY
NON-AFFILIATES OF THE REGISTRANT BASED ON THE CLOSING PRICE OF $25.00 PER SHARE
ON NOVEMBER 15, 1995, ON THE NEW YORK STOCK EXCHANGE WAS $384,708,775.
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES OF
COMMON STOCK, AS OF NOVEMBER 15, 1995: COMMON STOCK, $5.00 PAR -- 15,388,351.
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 SHAREHOLDERS
TO BE HELD JANUARY 25, 1996 -- PART III.
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PART I
ITEM 1. BUSINESS
Commercial Metals Company was incorporated in 1946 in Delaware as a
successor to a secondary metals recycling business in existence since
approximately 1915. The Company maintains executive offices at 7800 Stemmons
Freeway, Dallas, Texas 75247 (telephone 214/689-4300). The terms "Company" or
"registrant" as used herein include Commercial Metals Company and its
consolidated subsidiaries. The Company's fiscal year ends August 31 and all
references to years refer to the fiscal year ended August 31 of that year
unless otherwise noted.
The Company considers its businesses to be organized into three
segments - (i) Manufacturing, (ii) Recycling and (iii) Marketing and Trading.
For several years prior to 1995, the Company considered a much smaller
Financial Services group to be a fourth business segment. During 1995 the
activities of this segment were merged into the Marketing and Trading segment
in view of the increased emphasis on supporting the Marketing and Trading
segment's financial functions and cessation of financial services, including
loans, to unrelated third parties. The Company's activities are primarily
concerned with metals related activities. Financial information for the last
three fiscal years concerning the segments is incorporated herein by reference
from "Note 13 Business Segments," of the Notes to Consolidated Financial
Statements at Part II, Item 8.
On September 27, 1994, the Company announced that it had entered into
an Agreement to acquire Owen Steel Company, Inc. and affiliated companies
(collectively "Owen") headquartered in Columbia, South Carolina. This
transaction was completed November 15, 1994. The Company paid approximately
$50 million, one-half in cash and the balance by issuance of 932,301 shares of
the Company's Common Stock to certain selling shareholders. The Company also
provided funds for the retirement of approximately $32 million of Owen debt at
the Closing. The purchase price was increased by approximately $3.2 million,
paid one-half in cash and one-half with 59,410 shares of the Company's Common
Stock in October, 1995, as a result of a post closing net worth adjustment and
may be subject to further post-closing adjustments. Owen's successor company,
SMI-Owen Steel Company, Inc. and the Owen affiliates, will operate as a part of
the Manufacturing Segment's CMC Steel Group.
THE MANUFACTURING SEGMENT
The manufacturing segment is the registrant's dominant and most
rapidly expanding segment in terms of assets employed, capital expenditures,
operating profit and number of employees. It consists of two entities, the CMC
Steel Group and the Howell Metal Company subsidiary, a manufacturer of copper
tubing. The Steel Group is by far the more significant entity in this segment
with subsidiaries operating four steel minimills, nineteen steel fabricating
plants, three steel joist manufacturing facilities, three steel fence post
manufacturing plants, six metals recycling plants, two railcar rebuilding
facilities and eight warehouse stores which sell supplies and equipment to the
concrete installation and construction trade.
The Company endeavors to operate all four minimills at full capacity
in order to minimize product costs. Increases in capacity and productivity are
continuously emphasized through both operating and capital improvements. The
steel minimill business is capital intensive with substantial capital
expenditures required on a regular basis to remain competitive as a low cost
producer. Over the past three fiscal years, approximately $72 million or 57%
of the Company's total capital expenditures have been for minimill projects,
not including the Owen acquisition cost. This emphasis on productivity
improvements is reflected in increases in tons of steel melted, rolled and
shipped from the minimills during each of the last three years as follows:
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<TABLE>
<CAPTION>
1993 1994 1995(1)
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<S> <C> <C> <C>
Tons Melted 1,001,000 1,122,000 1,532,000
Tons Rolled 1,009,000 1,207,000 1,487,000
Tons Shipped 1,138,000 1,247,000 1,531,000
</TABLE>
(1) 1995 includes 283,000 tons melted, 213,000 tons rolled and 225,000 tons
shipped following the Owen minimill acquisition in November, 1994.
The Company's largest steel minimill, operated by Structural Metals,
Inc. ("SMI Texas") is located at Seguin, Texas, near San Antonio. SMI Texas
manufactures steel reinforcing bars, angles, rounds, channels, flats, and
special sections used primarily in highways, reinforced concrete structures and
manufacturing. SMI Texas sells primarily to the construction, service center,
energy, petrochemical, and original equipment manufacturing industries. Its
primary markets are located in Texas, Louisiana, Arkansas and Oklahoma although
products are shipped to approximately 30 states and Mexico. A record 778,000
tons were melted at SMI Texas during 1995. SMI Texas' rolling mill also set a
new production record of 695,000 tons.
SMI Steel, Inc. ("SMI Alabama"), a steel minimill in Birmingham,
Alabama, was acquired in 1983. A substantial program to modernize and improve
productivity at SMI Alabama has followed with approximately $107 million of
capital expenditures from acquisition through 1995. Installation and start up
of a new direct current electric furnace melt shop was substantially complete
by the beginning of 1995 and resulted in record melt shop production of 470,000
tons. This project was the largest single capital expenditure in the
registrant's history with a cost of approximately $30 million. SMI Alabama
manufactures primarily larger size products than SMI Texas such as mid-size
structural including angles, channels, up to eight inch wide flange beams and
special bar quality rounds and flats. Customers include the construction,
manufacturing, steel warehousing, original equipment manufacturing and
fabricating industries in the primary market areas of Alabama, Georgia,
Tennessee, North and South Carolina, and Mississippi.
The steel minimill acquired in the Owen acquisition in November, 1994
is located at Cayce, near Columbia, South Carolina. This mill is now known as
SMI Steel South Carolina (SMI South Carolina). Facilities at SMI South
Carolina are similar but on a generally smaller capacity scale than the SMI
Texas and SMI Alabama mills. Following the acquisition, several key employees
from the Company's other mill operations assumed management responsibility for
SMI South Carolina, with the bulk of the former Owen work force being retained.
SMI South Carolina manufactures primarily steel reinforcing bars with limited
but increasing production of angles, rounds and squares. Its primary market
area includes the Southeast and mid-Atlantic area south through Florida and
north into New England. With the Owen acquisition, the Company also acquired
six rebar and five structural steel fabrication plants and two joist shops
discussed below, which provide an outlet for a portion of SMI South Carolina's
production.
The SMI Texas, Alabama, and South Carolina mills consist of melt shops
with electric arc furnaces that melt the steel scrap, continuous casting
facilities to shape the molten metal into billets, reheating furnaces, rolling
mills, mechanical cooling beds, finishing facilities and supporting facilities.
The mills utilize both a Company-owned fleet of trucks and private haulers to
transport finished products to customers and Company-owned fabricating shops.
Mill capacity at SMI Texas is approximately 800,000 tons per year. SMI
Alabama's annual capacity is approximately 500,000 tons and SMI South Carolina
annual capacity is approximately 300,000 tons.
The primary raw material for SMI Texas, Alabama and South Carolina is
secondary (scrap) ferrous metal purchased primarily from suppliers generally
within a 300 mile radius of each mill. A portion of the ferrous raw material,
generally less than half, is supplied from Company owned recycling plants. The
supply
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of scrap is believed to be adequate to meet future needs but has historically
been subject to significant price fluctuations. All three minimills also
consume large amounts of electricity and natural gas, both of which are
believed to be readily available at competitive prices.
A fourth, much smaller mill has been in operation since 1987 and is
located near Magnolia, Arkansas, ("SMI Arkansas"). No melting facilities are
located at SMI Arkansas since this mill utilizes as its raw material rail
salvaged from abandoned railroads for rerolling and, on occasion, billets from
Company minimills or other suppliers. The rail or billets are heated in a
reheat furnace and processed on a rolling mill and finished at facilities
similar to, but on a smaller scale, the other mills. SMI Arkansas' finished
product is primarily metal fence post stock, small diameter reinforcing bar and
sign posts with some high quality round and flat products being rolled. Fence
post stock is fabricated into metal fence posts at Company owned facilities at
the Magnolia mill site, San Marcos, Texas, and Brigham City, Utah. Because of
this mill's lack of melting capacity, it is dependent on an adequate supply of
competitively priced billets or used rail, the availability of which fluctuates
with the pace of railroad abandonments, rate of rail replacement by railroads
and demand for used rail from domestic and foreign rail rerolling mills.
Capacity at SMI Arkansas is approximately 150,000 tons per year.
The Steel Group's processing facilities are engaged in the fabrication
of reinforcing and structural steel, steel warehousing, joist manufacturing,
fence post manufacturing and railcar repair and rebuilding. Steel fabrication
capacity now exceeds 600,000 tons. Steel for fabrication may be obtained from
unrelated vendors as well as Company owned mills. Historically, fabrication
activities have been conducted at various locations in Texas in the cities of
Beaumont, Buda (near Austin), Corpus Christi, Dallas, Houston, San Marcos,
Seguin, Victoria, and Waco, as well as Baton Rouge and Slidell, Louisiana and
Magnolia and Hope, Arkansas. The Owen acquisition included fabrication
facilities in Cayce, Columbia, and Taylors, South Carolina; Whitehouse,
Florida; Lawrenceville, Georgia; Gastonia, North Carolina and Fredericksburg,
Virginia. Fabricated steel products are used primarily in the construction of
commercial and non- commercial buildings, industrial plants, power plants,
highways, arenas, stadiums, and dams. Sales of fabricated steel are generally
made in response to bid solicitation from construction contractors or owners on
a competitive bid basis and less frequently on a negotiated basis. The former
Owen structural steel operations have historically been active in large
projects such as high rise office towers, stadiums, convention centers,
hospitals and other large jobs.
Safety Railway Service, with locations in Victoria, Texas, and Tulsa,
Oklahoma, repairs, rebuilds and provides custom maintenance with some
manufacturing of railroad freight cars owned by railroad companies and private
industry. That work is obtained primarily on a bid and contract basis and may
include maintenance of the cars. Secondary metals recycling plants in Austin,
Texas, and Cayce, South Carolina, each with two smaller feeder facilities
nearby operate as part of the Steel Group due to the predominance of secondary
ferrous metals sales to the nearby SMI minimills. These recycling plants have
an aggregate capacity of approximately 350,000 tons. The joist manufacturing
facility, SMI Joist Company, headquartered in Hope, Arkansas, manufactures
steel joists and decking for roof supports using steel obtained primarily from
the Steel Group's minimills. SMI Joist expanded operations with the Owen
acquisition, obtaining smaller joist plants in Starke, Florida and Cayce, South
Carolina. Joist consumers are construction contractors. Joists are generally
made to order and sales, which may include custom design and fabrication, are
primarily obtained on a competitive bid basis.
In 1994 the Company consummated a purchase of assets from a seller of
concrete related supplies in Texas. The purchase expanded the Company's
position in the sale of supplies and sale or rental of equipment to the
concrete installation trade in Texas. This business operates under the
Shepler's name with warehouse locations in Austin, Beaumont, Conroe, Houston
(2), Pharr, San Antonio and Waco, Texas. The Owen acquisition added a similar
but smaller operation which emphasizes a broader industrial product supply in
Columbia, South Carolina.
The copper tube minimill operated by Howell Metal Company is located
in New Market, Virginia.
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It manufactures copper water, air conditioning and refrigeration tubing in
straight lengths and coils for use in commercial, industrial and residential
construction. Its customers, largely equipment manufacturers and wholesale
plumbing supply firms, are located primarily east of the Mississippi river.
High quality copper scrap supplemented occasionally by virgin copper ingot, is
the raw material used in the melting and casting of billets. The scrap is
readily available subject to rapid price fluctuations generally related to the
price or supply of virgin copper. A small portion of the scrap is supplied by
the Company's metal recycling yards. Howell's facilities include melting,
casting, piercing, extruding, drawing, finishing and other departments.
Capacity is approximately 50,000,000 pounds per year. Demand for copper tube
is dependent mainly on the level of new residential construction and
renovation.
No single customer purchases ten percent or more of the manufacturing
segment's production. The nature of certain stock products sold in the
manufacturing segment are, with the exception of the steel fabrication and
joist jobs, not characteristic of a long lead time order cycle. Orders for
other stock products are generally filled promptly from inventory or near term
production. As a result the Company does not believe backlog levels are a
significant factor in evaluating most operations. Backlog at 1995 year-end was
approximately $229,000,000. Backlog at 1994 is not comparable due to the
significance of the Owen acquisition during 1995.
THE RECYCLING SEGMENT
The recycling segment is engaged in processing secondary (scrap)
metals for further recycling into new metal products. This segment consists of
the Company's 28 metal recycling plants (excluding six such facilities operated
by the CMC Steel Group as a part of the manufacturing segment) and Commercial
Metals Railroad Salvage Company which dismantles and recovers steel rail, track
components and other materials from obsolete or abandoned railroads.
The Company's metal recycling plants purchase ferrous and nonferrous
secondary or scrap metals, processed and unprocessed, in a variety of forms.
Sources of metals for recycling include manufacturing and industrial plants,
metal fabrication plants, electric utilities, machine shops, factories,
railroads, refineries, shipyards, ordinance depots, demolition businesses,
automobile salvage and wrecking firms. Numerous small secondary metals
collection firms are also, in the aggregate, major suppliers.
These plants processed and shipped approximately 1,408,000 tons of
scrap metal during 1995. Ferrous metals comprised the largest tonnage of metals
recycled at approximately 1,200,000 tons, an increase from 1,000,000 the prior
year, followed by approximately 208,000 tons of non-ferrous metals, primarily
aluminum, copper and stainless steel, up from 158,000 the prior year. The
Company also purchased and sold an additional 185,000 tons of metals processed
by other metal recycling facilities. With the exception of precious metals,
practically all metals capable of being recycled are processed by these plants.
The metal recycling plants generally consist of an office and
warehouse building equipped with specialized equipment for processing both
ferrous and nonferrous metal. Most of the larger plants are equipped with
scales, shears, baling presses, briquetting machines, conveyors and magnetic
separators. Two locations have extensive equipment for mechanically processing
large quantities of insulated wire to segregate metallic content. All ferrous
processing centers are equipped with either presses, shredders or hydraulic
shears, locomotive and crawler cranes and railway tracks to facilitate shipping
and receiving. The segment operates four large shredding machines capable of
pulverizing obsolete automobiles or other ferrous metal scrap. Two additional
shredders are operated by the manufacturing segment. A typical recycling plant
includes several acres of land used for receiving, sorting, processing and
storage of metals. Several recycling plants devote a small portion of their
site or a nearby location for display and sales of metal products considered
reusable for their original purpose.
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Recycled metals are sold to steel mills and foundries, aluminum sheet
and ingot manufacturers, brass and bronze ingot makers, copper refineries and
mills, secondary lead smelters, specialty steel mills, high temperature alloy
manufacturers and other consumers. Sales of material processed through the
Company's recycling plants are coordinated through the recycling segment's
office in Dallas. Export sales are negotiated through the Company's network of
foreign offices as well as the Dallas office.
Railroad materials, primarily steel rail, are obtained by Commercial
Metals Railroad Salvage Company from dismantling work it performs on abandoned
rail lines acquired from railroads. Business is largely dependent on the pace
of Interstate Commerce Commission approval of railroad abandonments. Used rail
may be sold for relaying as usable track, rerolling, primarily by the Steel
Group's SMI Arkansas operation, or melting by steel mills.
No single source of material or customer of the recycling segment
represents a material part of purchases or revenues. The recycling segment
competes with other secondary processors and primary nonferrous metals
producers, both domestic and foreign, for sales of nonferrous materials.
Consumers of nonferrous scrap metals often have the capability to utilize
primary or "virgin" ingot processed by mining companies interchangeably with
secondary metals. The prices for nonferrous scrap metals are normally closely
related to but generally less than, the prices of the primary or "virgin" metal
producers. Ferrous scrap is the primary raw material for electric arc furnaces
such as those operated by the Company's steel minimills. Relatively high
prices and the need for low residual elements in the melting process have
recently caused some minimills to supplement purchases of scrap metal with
direct reduced iron and pig iron for certain product lines.
THE MARKETING AND TRADING SEGMENT
The marketing and trading segment buys and sells primary and secondary
metals and other commodities and products through a network of trading offices
located around the globe. Steel, nonferrous metals, specialty metals,
chemicals, industrial minerals, ores, concentrates, ferroalloys, and other
basic industrial materials are purchased primarily from producers in domestic
and foreign markets. On occasion these materials are purchased from trading
companies or industrial consumers with surplus supplies. Long-term contracts,
spot market purchases and trading or barter transactions are all utilized to
obtain materials. A large portion of these transactions involve fabricated
semi-finished or finished product.
Customers for these materials include industrial concerns such as the
steel, nonferrous metals, metal fabrication, chemical, refractory and
transportation sectors. Sales are generally made directly to consumers through
and with coordination of offices in Dallas; New York; Englewood Cliffs, New
Jersey; Los Angeles; Hurstville near Sydney, Australia; Singapore; Zug,
Switzerland; Hong Kong and Tokyo. During the year the Company combined its
Enterprise Metal Corporation operations in Great Neck, New York, with
Commonwealth Metal Corporation and closed Enterprise. The Company also
maintains representative offices in Bangkok, Sao Paulo, Seoul, and Beijing, as
well as agents in other significant international markets. These offices form
a network for the exchange of information on the materials marketed by the
Company as well as servicing sources of supply and purchasers. In most
transactions the Company acts as principal and often as a marketing
representative. The Company utilizes agents when appropriate and occasionally
acts as broker. The Company participates in transactions in practically all
major markets of the world where trade by American-owned companies is
permitted.
This segment focuses on the marketing of physical products as
contrasted to traders of commodity futures contracts who frequently do not take
delivery of the commodity. Sophisticated global communications and the
development of easily accessible, although not always accurate, quoted market
prices for many
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commodity related products has resulted in the Company emphasizing creative
service functions for both sellers and buyers. Actual physical market pricing
and trend information, as contrasted with sometimes more speculative metal
exchange market information, technical information and assistance, financing,
transportation and shipping (including chartering of vessels), storage,
insurance, hedging and the ability to consolidate smaller purchases and sales
into larger, more cost efficient transactions are examples of the services
offered. The Company attempts to limit its exposure to price fluctuations by
offsetting purchases with concurrent sales and entering into foreign exchange
contracts as hedges of trade receivables and payables denominated in foreign
currencies. The Company does not, as a matter of policy, speculate on changes
in the commodity markets and hedges only firm commitments not anticipated
transactions. During the past year over 1.1 million tons of steel products
were sold by the marketing and trading segment. Continuing economic weakness
and instability in eastern Europe and the Commonwealth of Independent States
restricted sales activity in those markets but increased the availability of
steel and other metal products. The 1995 year saw sales continue to increase
in Australia, Japan, South Korea and parts of Southeast Asia. The Australian
operations just-in-time steel warehousing business for steel imports continued
to expand.
During the year CMC Finanz AG ("Finanz"), a wholly owned foreign
financial services subsidiary terminated offering loans and other financial
services to third parties unrelated to the marketing and trading segment's
activities. Finanz, located in Zug, Switzerland, was established subject to
the Swiss banking law in 1984 and had previously been the core of the Company's
financial services segment. With the termination of third party loans the
Company has eliminated this activity as a business segment. In the future,
Finanz will emphasize services related to financing international transactions
for the Company's international operations.
COMPETITION
The Company's steel manufacturing, steel fabricating, and copper tube
manufacturing businesses compete with regional, national and foreign
manufacturers and fabricators of steel and copper. Price, quality and service
are the primary methods of competition. The Company does not produce a
significant percentage of the total national output of these products compared
with its competitors but is considered a substantial supplier in the markets
near its facilities. The large job structural steel capacity and expertise
obtained in the Owen acquisition should enable the Company to compete
throughout the United States for large structural steel projects.
The Company believes the recycling segment is among the largest
entities recycling nonferrous secondary metals and is also a major regional
processor of ferrous scrap. The secondary metals business is subject to
cyclical fluctuations depending upon the availability and price of unprocessed
scrap metal and the demand in steel and nonferrous metals consuming industries.
All phases of the Company's marketing and trading business are highly
competitive. Many of the marketing and trading segment's products are standard
commodity items. The principal elements of competition are price, quality,
reliability, financial strength, and additional services. This segment
competes with other domestic and foreign trading companies, some of which are
larger and may have access to greater financial resources or be able to pursue
business without regard for the laws and regulations governing the conduct of
corporations subject to the jurisdiction of the United States. The Company
also competes with industrial consumers who purchase directly from suppliers
and importers and manufacturers of semi-finished ferrous and nonferrous
products.
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ENVIRONMENTAL MATTERS
Compliance with environmental laws and regulations is a significant
factor in the Company's business. The Company is subject to local, state,
federal and supranational environmental laws and regulations concerning, among
other matters, solid waste disposal, air emissions, waste and stormwater
effluent and disposal and employee health. The Company's manufacturing and
recycling operations produce significant amounts of by-products, some of which
are handled as industrial waste or hazardous waste. For example, the electric
arc furnace ("EAF") dust generated by the Company's minimills is classified as
a hazardous waste by the Environmental Protection Agency (EPA) because of lead,
cadmium and chromium content and requires special handling and recycling for
recovery of zinc or disposal. Additionally the Company's scrap metal recycling
facilities operate six shredders for which the primary feed materials are
automobile hulks and obsolete household appliances. Approximately twenty
percent (20%) of the weight of an automobile hulk consists of material
(shredder fluff) which remains after the segregation of ferrous and saleable
non-ferrous metals. Federal environmental regulations require shredder fluff
to pass a toxic leaching test to avoid classification as a hazardous waste.
The Company endeavors to have hazardous contaminants removed from the feed
material prior to shredding and as a result the Company believes the shredder
fluff generated is properly not considered a hazardous waste. Should the laws,
regulations or testing methods change with regard to EAF dust processing or
shredder fluff disposal, the Company may incur additional significant
expenditures. To date, the Company has not experienced difficulty in
contracting for recycling of EAF dust or disposing of shredder fluff in
municipal or private landfills.
The Company may also be required from time to time to clean up or take
certain remediation action with regard to sites formerly used in connection
with its operations. Furthermore, the Company may be required to pay for a
portion of the costs of clean up or remediation at sites the Company never
owned or on which it never operated if it is found to have arranged for
treatment or disposal of hazardous substances on the sites. See Item 3. Legal
Proceedings. The Company has been named a potentially responsible party (PRP)
at several Superfund sites because the EPA contends that the Company and other
PRP scrap dealers are liable for the cleanup of those sites solely as a result
of having sold scrap metal to unrelated manufacturers for recycling as a raw
material in the manufacture of new products. The Company's position is that an
arms length sale of valuable scrap metal for use as a raw material in a
manufacturing process over which the Company exercises no control cannot,
contrary to EPA's assertion, constitute "an arrangement for disposal or
treatment of hazardous substances" within the meaning of federal law. If the
EPA's position is consistently upheld by the courts and no clarification or
amendment of the law is provided by legislative bodies, the Company believes
the possible liability arising from the sale of secondary metals would reduce
recycling rates for metals and other recyclable materials in general. In
particular, the Company believes that sellers of secondary or recycled metals
could be at material disadvantage compared to sellers of "virgin" ingot from
mining operations because the EPA's position apparently excludes suppliers of
virgin metals from liability for sales of those materials to the same
manufacturers for use, often interchangeably, in the same manufacturing
process. The Company believes this result is contrary to public policy
objectives and federal and state legislation encouraging recycling and
promoting the use of recycled materials.
New federal, state and local laws, regulations and changing
interpretations, together with uncertainty regarding adequate control levels,
testing and sampling procedures, new pollution control technology and cost
benefit analysis based on market conditions are all factors which impact the
Company's future expenditures to comply with environmental requirements. It is
not possible to predict the total amount of capital expenditures or increases
in operating costs or other expenses or whether such costs can be passed on to
customers through product price increases. During 1995, the Company incurred
environmental costs including disposal, permit, license fees, tests, studies,
remediation, consultant fees and environmental personnel expense of
approximately $9.3 million. The Company believes that it is in material
compliance with currently applicable environmental laws and regulations and
does not anticipate material capital expenditures for new environmental control
facilities during 1996.
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EMPLOYEES
As of October, 1995, the Company had approximately 6,400 employees.
Approximately 5,000 were employed by the manufacturing segment, 1,100 by the
recycling segment, 230 by the marketing and trading segment, 36 in general
corporate management and administration with 25 employees providing service
functions for divisions and subsidiaries. Production employees at one metals
recycling plant are represented by a union for collective bargaining. The
Company believes that its labor relations are generally good.
ITEM 2. PROPERTIES
The SMI Texas steel minimill is located on approximately 554 acres of
land owned by the Company. Facilities including buildings occupying
approximately 663,000 square feet, are used for manufacturing, storage, office
and related uses. SMI Alabama's steel mill in Birmingham is located on
approximately 35 acres with buildings occupying approximately 435,000 square
feet used for manufacturing, storage, office and related use. The SMI South
Carolina mill in Cayce, South Carolina is located on approximately 112 acres,
all owned, with building occupying approximately 350,000 square feet. The SMI
Arkansas facility at Magnolia is located on approximately 104 acres with
buildings occupying approximately 136,000 square feet. Approximately 30 acres
of the Alabama mill property and all Arkansas mill property is leased in
conjunction with revenue bond financing and may be purchased by the Company at
the termination of the leases for a nominal sum. The steel fabricating
operations including the fabrication plants, fence post and joist operations
own approximately 740 acres of land and lease approximately 50 acres of land at
various locations in Texas, Louisiana, Arkansas, Utah, South Carolina, Florida,
Virginia, Georgia and North Carolina. Howell Metal owns approximately 21 acres
of land with buildings occupying about 228,000 square feet in New Market,
Virginia.
The Company's recycling plants occupy in the aggregate approximately
355 acres owned by the Company located at Austin, Beaumont, Dallas, Galveston,
Houston, Lubbock, Odessa, Victoria and Vinton, all in Texas; as well as the
Jacksonville, Lake City, Orlando, and Tampa, Florida; Chattanooga, Tennessee;
Springfield, Missouri; and Burlington, North Carolina plants. It leases the
real estate at Clute, Corpus Christi, Laredo and Midland, Texas; Ocala, Port
Sutton (Tampa) and Casselberry, Florida; Shreveport, Louisiana, and East Ridge,
Tennessee. The smaller of two locations at Beaumont and Victoria, Texas, are
leased. The Fort Worth recycling plant is partially owned and partially
leased.
The corporate headquarters, all domestic marketing and trading offices
and all foreign offices occupy leased premises.
The leases on the leased properties described above will expire on
various dates within the next ten years. Several of the leases have renewal
options and the Company has had little difficulty in renewing such leases as
they expire. The minimum annual rental obligation of the Company for real
estate operating leases in effect at August 31, 1995, to be paid during fiscal
1996 is approximately $2,883,000. The Company also leases a portion of the
equipment used in its plants. The minimum annual rental obligation of the
Company for equipment operating leases in effect at August 31, 1995, to be paid
during fiscal 1996, is approximately $1,514,000.
ITEM 3. LEGAL PROCEEDINGS
As of August 31, 1995, the Company or its affiliates has received
notices from the United States Environmental Protection Agency (EPA) or state
agency with similar responsibility that the Company and numerous other parties
are considered potentially responsible parties (a PRP) and may be obligated
under
8
<PAGE> 10
the Comprehensive Environmental Response Compensation and Liability Act of 1980
(CERCLA) or similar state statute to pay for the cost of remedial
investigation, feasibility studies and ultimately remediation to correct
alleged releases of hazardous substances at eleven locations. The Company is
contesting or intends to contest its designation as a PRP with regard to
several of the sites. The locations, none of which involve real estate ever
owned or on which operations were conducted by the Company, are commonly
referred to by the EPA or state agency as the Peak Oil Site (Tampa, FL), the
Metcoa Site (Pulaski, PA), the NL Industries/Taracorp Site (Granite City, IL),
the Sapp Battery Site (Cottondale, Florida), the Interstate Lead Company
("ILCO") Site (Leeds, Alabama), the Poly-Cycle Industries Site (Techula, Texas)
and the Taylor Road Site (Tampa, Florida), the Jensen Drive Site (Houston, TX),
the Houston Lead Site (Houston, TX), the SoGreen/Parramore Site (Tifton, GA)
and the Stoller Site (Jericho, SC). The Company has periodically received
information requests with regard to other sites which are apparently under
consideration by the EPA as existing or potential CERCLA clean-up sites. It is
not known if any demand will ultimately be made against the Company as a result
of those inquiries.
The EPA has notified the Company and other alleged PRPs that under
Sec. 106 of CERCLA it could be subject to a maximum penalty fine of $25,000 per
day and the imposition of treble damages if they refused to clean up the Peak
Oil, Metcoa, Sapp Battery, NL/Taracorp, Parramore and Stoller sites as ordered
by the EPA. The Company is presently participating in a PRP organization at
the Peak Oil, Sapp Battery, SoGreen/Parramore and Stoller sites, although
reserving the right to contest its PRP status, and does not believe that the
EPA will pursue any fine against it so long as it continues to participate in
the PRP groups. The Company is contesting its designation as a PRP at the
Metcoa and NL/Taracorp sites and believes it has adequate defenses to any
attempt by the EPA to impose fines in those matters. In addition, the Company
and 25 other defendants were sued in April, 1990, (United States of America v.
Marvin Pesses, et al., U.S. District Court, W. Dist. Penn.) by the EPA under
Sec. 107 of CERCLA to recover past and future response costs incurred by the
EPA at the Metcoa Site. The EPA contends that the Company and other PRP scrap
dealers are liable for the cleanup because they sold scrap metal for raw
material in the manufacture of new products. The manufacturing process
employed by the buyer of the scrap metals resulted in the release of
contaminants at the site of the buyer's operation. The Company's position is
that arms-length sales of valuable scrap metal for use as a raw material in a
manufacturing process over which the Company exercises no control cannot,
contrary to the EPA's assertion, constitute "an arrangement for disposal or
treatment of hazardous substances" within the meaning of CERCLA. The District
Court has granted EPA's Motion for Partial Summary Judgment on the issue and
ruled that Defendants are deemed to be "responsible parties" within the meaning
of 42 U.S.C. Sec. 9607(a). The Company and defendants are considering options
to appeal the ruling. On July 20, 1993, EPA issued a second order under Sec.
106 of CERCLA for the excavation, removal and treatment, or disposal of dust,
soil and debris containing hazardous substances at the Metcoa Site. The
Company, along with other recipients of the letter, agreed to do some but not
all of the work requested by the order. In particular, the Company along with
other recipients of the letter, declined to handle any cleanup of radioactive
materials at the Site. The Company's position is that it has no obligation to
clean up any of the radioactive material under the Third Circuit law set forth
in United States v. Alcan Aluminum Corp., 964 F.2d 252 (3d Cir. 1992) because
it did not send any radioactive materials to the Site. The district court has
scheduled the case for trial on the issues of joint and several liability and
allocation of damages in calendar year 1996.
An adverse ruling in the Metcoa Site litigation and similar cases, if
ultimately upheld, could have a significant adverse effect on companies, such
as the Company, that have historically recycled metals by purchasing and
preparing scrap metals for resale to manufactures for use as a supplement to or
in lieu of virgin metals in manufacturing processes. The impact of an adverse
ruling would, in the opinion of the Company, result in a reduction of recycling
rates for metals and other recyclable materials and be contrary to public
policy objectives in federal and state legislation encouraging recycling and
the use of recycled materials.
In November, 1993, the Federal Energy Regulatory Commission ("FERC")
entered an Order (the
9
<PAGE> 11
"FERC Order") affirming in part and reversing in part a 1989 decision and
proposed order of a administrative law judge affirming in part, reversing in
part and remanding for further consideration a Remedial order issued in 1986 by
the Office of Hearings and Appeals of the Department of Energy to RFB
Petroleum, Inc. (RFB) and CMC Oil Company (CMC Oil), a wholly-owned subsidiary
of the Company. The FERC Order finds CMC Oil liable for alleged overcharges
constituting violations of crude oil reseller regulations arising from the
purchase and sale of crude oil in alleged joint ventures between CMC Oil and
RFB totaling approximately $1,330,000 plus interest from their occurrence
(December, 1977, to January, 1979) to present as calculated under the
Department of Energy's interest rate policy. Utilizing that interest
calculation, interest accrued through August, 1995, is estimated to be
approximately $5,700,000. In January, 1994, CMC Oil filed a complaint in
United States District for the Southern District of Texas seeking judicial
review to have enforcement of the FERC Order enjoined. The government filed a
counterclaim seeking enforcement of the FERC Order. Motions for Summary
Judgment were filed by both parties. On November 21, 1994, the District Court
denied CMC Oil's Motion and granted government's cross motion. On November 22,
1994, the Court entered a Final Order for restitution by CMC Oil of
$1,330,399.17 plus interest to date of judgment as provided in the Order and
post judgment interest thereafter at 6.48% per annum. CMC Oil appealed the
judgment to the United States Court of Appeals for the Federal Circuit. On
November 3, 1995, the Court of Appeals entered Judgment affirming the District
Court's decision. CMC Oil is evaluating its options, including the possibility
of a petition for rehearing or certiorari. CMC Oil, which has been inactive
since 1985, accrued the liability for the judgment on its books during 1995.
CMC Oil does not have sufficient assets to satisfy the judgment. No claim has
been asserted against the Company in connection with the CMC Oil litigation.
The Company will vigorously contest liability should any such claim be
asserted.
While the Company is unable to estimate the ultimate dollar amount of
exposure to loss in connection with the above-described environmental
litigation, government proceedings, and disputes that could result in
additional litigation, some of which may have a material impact on earnings and
cash flows for a particular quarter, it is the opinion of the Company's
management that the outcome of the suits and proceedings mentioned, and other
miscellaneous litigation and proceedings now pending, will not have a material
adverse effect on the business or the consolidated financial position of the
Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.
Not Applicable.
10
<PAGE> 12
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The table below summarizes the high and low sales prices reported on
the New York Stock Exchange for the Company's common stock and cash dividends
paid for the past two fiscal years.
<TABLE>
<CAPTION>
Price Range
1995 of Common Stock
Fiscal ---------------------- Cash
Quarter High Low Dividends
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1st 29 1/8 24 3/8 12c.
2nd 27 23 3/8 12c.
3rd 27 3/4 24 1/2 12c.
4th 29 26 1/4 12c.
</TABLE>
<TABLE>
<CAPTION>
Price Range
1994 of Common Stock
Fiscal ---------------------- Cash
Quarter High Low Dividends
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1st $ 30 $ 25 7/8 10c.
2nd 28 3/4 26 12c.
3rd 29 21 12c.
4th 27 21 12c.
</TABLE>
On November 22, 1993, the Company declared a four-for-three stock
split in the form of a 33 1/3% stock dividend on the Company's common stock
payable December 27, 1993 to shareholders of record December 6, 1993. All
share and per share data have been adjusted for the stock split.
Since August 3, 1982 the Company's common stock has been listed and
traded on the New York Stock Exchange. Prior to that date and since 1959 the
Company's common stock was traded on the American Stock Exchange. The number
of shareholders of record of the registrant's common stock at November 15,
1995, was approximately 2,217.
11
<PAGE> 13
ITEM 6. SELECTED FINANCIAL DATA
The table below sets forth a summary of selected consolidated
financial information of the Company for the periods indicated:
<TABLE>
<CAPTION>
FOR THE YEARS ENDED AUGUST 31,
1995 1994 1993 1992 1991
-------- ------ ------- ------- --------
(Dollars in thousands except per share amounts)
<S> <C> <C> <C> <C> <C>
Net Sales 2,107,426 1,657,810 1,558,349 1,156,203 1,150,075
Net Earnings 38,208 26,170 21,661 12,510 12,015
Net Income Per Share 2.52 1.75 1.46 .87 .84
Total Assets 748,103 604,877 541,961 515,738 460,757
Long-term Debt 158,004 72,061 76,737 87,221 45,547
Cash Dividend Per Share .48 .46 .39 .39 .39
</TABLE>
12
<PAGE> 14
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED RESULTS
(in millions except share data)
<TABLE>
<CAPTION>
Year ended August 31,
- -----------------------------------------------------------------------------------
1995 1994 1993
------------------------------------------
<S> <C> <C> <C>
Revenues $ 2,117 $ 1,666 $ 1,569
Net earnings 38.2 26.2 21.7
Cash flow 76.6 61.7 53.6
International sales 508 587 694
As % of total 24% 35% 45%
LIFO effect on net earnings (8.4) (6.2) .1
Per share (.56) (.42) .01
LIFO reserve 34.3 21.3 11.7
% of inventory on LIFO 86% 78% 65%
</TABLE>
Significant events affecting the Company this year:
- - All time record annual revenues, earnings, earnings per share and cash
flow.
- - Steel Group reported record tons melted, rolled and shipped and
Recycling had its second best earnings year ever.
- - LIFO effect decreased net earnings $8.4 million.
- - Acquisition of Owen Steel Company in November 1994 expanded our
presence in the Southeast.
- - Sold $100 million of investment grade notes in the initial entry into
the long-term public debt market.
- - Judgment against CMC Oil Company rendered, accrued and appealed.
SEGMENTS
Revenues and operating profit by business segment are shown in the following
table:
<TABLE>
<CAPTION>
(in millions) Year ended August 31,
- -------------------------------------------------------------------------------
1995 1994 1993
------------------------------------------
<S> <C> <C> <C>
Revenues:
Manufacturing $ 913 $ 598 $ 487
Recycling 511 342 290
Marketing and Trading 749 758 818
Financial Services - 3 4
Operating profit (loss):
Manufacturing 54.4 37.7 32.5
Recycling 11.3 5.0 .6
Marketing and Trading 17.8 13.5 14.3
Financial Services - 1.7 1.8
</TABLE>
Manufacturing
The Manufacturing segment includes the CMC Steel Group and Howell Metal Company.
On November 15, 1994, the Company completed its acquisition of Owen
Steel Company, Inc. and related entities (SMI-Owen) headquartered in Columbia,
South Carolina. The purchase price was approximately $50 million (payable
one-half each in cash and common stock), subject to adjustments based upon the
net worth of SMI-Owen and other factors. The Company also retired $32 million
of Owen Steel Company, Inc. debt at closing. The acquisition was accounted for
under the purchase method of accounting.
SMI-Owen operates a minimill and associated steel fabrication, joist
and recycling plants in the southeastern United States. The SMI-Owen minimill
(SMI South Carolina) has 350,000 tons per year melting capacity and 300,000
tons of rolling capacity. The SMI-Owen fabrication operations include six rebar
fabrication shops, five structural fabrication shops, two joist plants and one
construction supply company. SMI-Owen also processes approximately 155,000 tons
per year of scrap metals at three locations.
Propelled by nonresidential private construction and public
construction, particularly highway work, the Manufacturing segment achieved
record revenues and record operating profit.
Steel Group revenues were $840 million, an increase of 54% over last
year. Operating profits increased 47% to $49.9 million with a 29% increase in
tonnage shipped and a 19% increase in average prices. These record results were
realized in spite of startup costs and initial losses at SMI-Owen and a pre-tax
LIFO charge of $4.8 million.
The four mills produced record shipments of 1.5 million tons and
operating profits increased 43%. SMI Texas had a record year and SMI Birmingham
achieved excellent performance from its new melt shop. SMI Arkansas also had a
good year. SMI South Carolina incurred a slight loss before allocation of
intercompany interest.
The steel fabrication companies shipped 564,000 tons representing a
62% increase. Operating profits rose notwithstanding a combined first year loss
at the SMI-Owen fabricating plants.
Copper Tube Division operating profit increased 18% even though
business was impacted by weaker single family housing construction and some
industry overproduction of copper water tube. Shipments were up 9% approaching
50 million pounds.
Recycling
The Recycling segment (excludes six recycling plants in the CMC Steel Group),
buoyed by a resounding second quarter, reported a 127% increase in operating
profit compared to last year. At mid-year many product prices were at their
highest levels since the robust period of the late 1980's. The second half of
the year saw price declines but demand for steel scrap, copper, brass and
aluminum remained strong with the usual volatility. The overall rise in prices
resulted in a pre-tax LIFO charge of $3.8 million.
Ferrous shipments were about 1.2 million tons, an increase of 10% over
the previous year. Nonferrous tonnage processed and shipped was 208,000 tons,
up 32%. Good export demand augmented the domestic markets.
In August 1995, the Company acquired the operating assets of a small
secondary metals operation in South Texas with two locations in Corpus Christi
and one in Laredo. The Corpus Christi equipment will be combined with the
Company's present location in Corpus Christi and the Company will continue
operations at the Laredo location. The acquisition was not significant to the
consolidated Company.
<PAGE> 15
Marketing and Trading
Operating profit (excluding financial services income) increased 8% on constant
revenue with the prior year. Demand for nonferrous semis, primary metals,
secondary metals and industrial raw materials remained strong, offsetting lower
steel sales volume mainly due to the continued weak Chinese import market.
Inter-Asia trading was active including exports from China. The weak U.S.
dollar and strengthening local demand made sourcing in parts of Europe
difficult and caused an increase in local general and administrative expenses.
The segment had a pre-tax LIFO charge of $3.0 million. The operations of
Enterprise Metal Corporation were consolidated into Commonwealth Metal
Corporation.
Financial Services
During 1995 the Financial Services segment was merged with the Marketing and
Trading segment in recognition of its greater emphasis on supporting internal
Treasury activities instead of third party lending.
Corporate
Interest expense increased from $9.3 million in 1994 to $15.2 million in 1995.
The principal cause was increased borrowing related to the financing of the
Owen Steel Company acquisition.
As more fully discussed under Contingencies, CMC Oil Company, a
subsidiary of the Company, incurred a litigation accrual in connection with
alleged overcharges for crude oil sales dating back to the 1970's.
OUTLOOK
The favorable operating outlook for fiscal 1996 is based on a continuation of
internal operating improvements, particularly at the SMI-Owen companies.
The market outlook is predicated on moderate growth in the U.S., a
deep recession in Mexico, a sluggish European economy, a slight improvement in
Japan, some pickup in China and fair demand in the rest of the Pacific Rim.
The global decline in interest rates since May should be beneficial. The U.S.
manufacturing sector appears to be rebounding again while business investment
is healthy. Residential construction may be weaker over the next year although
apartment building will probably take up some of the slack. Commercial and
industrial construction should continue to improve and public construction will
be steady. Regionally the Southwest and Southeast should achieve a good
business level.
The steel market will be relatively firm. Nonferrous metals always are
volatile but are expected to trend toward the lower end of recent trading
ranges. A key will be steel and nonferrous metal consumption in Japan. Ferrous
scrap prices should gyrate at high levels. The second half of fiscal 1996
should be stronger than the first.
1994 COMPARED TO 1993
SEGMENTS
Manufacturing
Steel Group revenues for 1994 were a record $545 million, 27% higher than last
year. Tons shipped were up 15%. The record revenues were fueled by strong
demand and a 10% increase in selling prices. Operating profits for 1994 were
$34 million, up 33% over a year ago despite the Birmingham melt shop startup,
higher raw material inventory costs and a pre-tax LIFO charge of $6.1 million.
Steel mill shipments were 1.25 million tons, an increase of nearly 10%
over last year. Operating profits were up 28% over last year due to the strong
performance of SMI-Texas and SMI-Arkansas. SMI-Birmingham operating profits
were lower because of the startup of the new melt shop.
Steel fabrication revenues and shipments were up over last year by 48%
and 23%, respectively. Operating profits increased 70% compared to a year ago.
In September 1993 we acquired the assets of Shepler's, gaining additional
locations to complement our concrete related product warehouse business. In
June 1994, the division purchased substantially all the assets of CS&W of Utah,
Inc. in Brigham City, Utah, a small steel fence post manufacturing and
marketing operation.
Copper Tube Division shipments were 4% higher than a year ago,
however, selling prices declined 9% from last year due to slower residential
housing starts and some overproduction in the copper water tube industry.
Operating profit was lower than a year ago.
Recycling
Operations in the Recycling segment improved significantly over last year's
modest results. Revenues for fiscal 1994 were up 18% over last year and tonnage
processed and shipped was up 15%. Operating profits for fiscal 1994 were $5
million despite a LIFO charge of $2.4 million (pre-tax). Last year operating
profits were $600 thousand.
Demand for steel scrap was strong during most of the fiscal year.
Prices were strong during the first half of the year, but fell dramatically
during the third quarter before rebounding in the fourth quarter to near the
year's high. Tonnage processed and shipped was up 17% over last year.
Nonferrous prices were weak during the first half of the year, but
moved steadily higher during the last half due to brisk demand and generally
tight supplies. Tonnage processed and shipped was 9% higher than a year ago.
In April 1994, the Secondary Metals Processing Division purchased
substantially all the operating assets of Proler International Corp.'s scrap
processing facility at Vinton, Texas near El Paso. The Vinton facility shredder
is the fifth shredder CMC operates in its thirty recycling facilities. In
August 1994, the Secondary Metals Processing Division purchased the working
assets of Tri-State Recycling Corp.'s scrap metal processing facility in
Jacksonville, Florida. These transactions, either individually or in the
aggregate were not significant to the consolidated company.
<PAGE> 16
1994 COMPARED TO 1993 (CONTINUED):
Marketing and Trading
Operating profit for the Marketing and Trading segment was 6% lower than last
year, primarily attributable to a 24% decline in our global steel shipments.
Revenues from steel products were 19% lower. The International Division's
record steel shipments in fiscal 1993, the major portion of which went to
China, was not sustained in fiscal 1994 due to weaker steel markets overseas.
Shipments and revenues from nonferrous semis improved significantly, however,
including imports into North America. Industrial raw materials shipments and
revenues were relatively unchanged.
Financial Services
Revenues were 25% lower than last year, but operating profit was only 3% lower.
There was a further shifting in emphasis toward bolstering intercompany
transaction financing and away from third party financings. Profits were aided
by increasing U.S. dollar interest rates. Letter of credit commission income
declined, reflecting lower business volume in the Marketing and Trading
segment, as well as a decrease in fee income from the closure of our portfolio
management department. Operating expenses were lower due to a reduction in
personnel.
Corporate
The increase in corporate administrative expenses during fiscal 1994 was due
primarily to increased legal expenses and to lower inter-division allocations.
In addition, there was a $1.3 million credit for interest income last year
which did not recur in fiscal 1994.
LIQUIDITY AND CAPITAL RESOURCES
Cash flow from operations (before changes in operating assets and liabilities)
for fiscal 1995 was an all time high for the Company. Record Company earnings
and increased depreciation expense in the Manufacturing and Recycling segments
generated record cash flow with some offset due to higher interest expense at
the Corporate level.
Cash flow from operating activities was used to fund increases in
inventory levels primarily in the Steel Group and at Cometals, Inc. With the
phasing out of third party loans from CMC Finanz, the decrease in financial
services loans and advances also provided cash flow. Accruals for litigation
and general increases in business activity caused increases in accounts
payable, accrued expenses and income taxes.
The acquisition of Owen Steel Company, Inc. consumed approximately $25
million of cash. Investments in property, plant and equipment (net of Owen)
were approximately $39.3 million.
The proceeds from the sale of $100 million of unsecured long-term
notes in conjunction with a decrease in temporary investments funded the Owen
acquisition and allowed the Company to retire its commercial paper and
short-term notes payable. The long-term notes also refinanced $60 million of
interim acquisition financing. With the winding down of activities of
CMC Finanz, most financial services notes payable were paid.
Net working capital was $266 million as of August 31, 1995 compared to
$175 million last year. The current ratio was 2.0 compared to 1.6 last year.
The Company's sources of short-term funds include a commercial paper
program of $30 million. The Company's commercial paper is rated in the second
highest category by both Standard & Poor's Corporation (A-2) and Fitch Investors
Service, Inc. (F-2). Formal bank credit lines are maintained equal to 100% of
the amount of all commercial paper outstanding.
The Company has a shelf registration on file with the Securities and
Exchange Commission for an additional $50 million of medium term notes. The
notes can be issued over the next two years. The Company's $100 million
long-term notes issued in July 1995 are rated investment grade by Standard
& Poor's Corporation and Fitch Investors Service, Inc. (BBB+) and by Moody's
Investors Service (Baa2).
The Company has a two year, $30 million unsecured revolving credit and
term loan facility with a group of five banks. The final maturity date of this
credit facility can be extended annually for successive additional one-year
periods by mutual agreement.
The Company has numerous informal credit facilities available from
domestic and international banks. These credit facilities are priced at
banker's acceptance rates or on a cost of funds basis.
Management believes it has adequate capital resources available from
internally generated funds, treasury shares and from the short-term and
long-term capital markets to meet anticipated working capital needs, planned
capital expenditures, dividend payments to shareholders and to take advantage
of new opportunities requiring capital.
<PAGE> 17
Capital investments in property, plant and equipment were $39 million
in 1995 compared to $48 million the prior year. This excludes the property,
plant and equipment valued at $52 million acquired from Owen Steel Company,Inc.
Capital spending for fiscal 1996 is projected at $61 million of which $44
million will be invested in steel manufacturing, $2 million in copper tube, $13
million in recycling and $2 million in other operations. These expenditures are
expected to be funded from internally generated funds.
Total capitalization was $480 million at the end of fiscal 1995. The
ratio of long-term debt to capitalization was 33%, up from 22% last year as a
result of the $100 million long-term notes. Stockholders' equity was $303
million or $19.72 per share. The Board of Directors has authorized the
repurchase of the Company's common stock although none was purchased during
1995. On August 31, 1995, 763,000 treasury shares were held by the Company.
There were 15.4 million shares outstanding at year end.
CONTINGENCIES
In the ordinary course of conducting its business, the Company becomes involved
in litigation, administrative proceedings and governmental investigations,
including environmental matters.
The Company's origin and one of its core businesses for over three
quarters of a century has been metals recycling. In the present era of
conservation of natural resources and ecological concerns, the Company has a
continuing commitment to sound ecological and business conduct. Certain laws
and governmental regulations regarding environmental concerns, however well
intentioned, are presently at odds with goals of greater recycling and expose
the Company and the secondary metals recycling industry to potentially
significant risks. Such exposures are causing the industry to shrink, leaving
fewer but more well financed operators as survivors to face the challenge.
The Company believes that secondary metals that are recycled are
commodities that are neither discarded nor disposed. They are diverted from the
solid waste streams because of their inherent value. These materials are
purchased and sold in public and private markets and commodities exchanges
every day around the world. They have been identified, purchased, sorted,
processed and sold in accordance with carefully established industry
specifications.
Environmental agencies at various federal and state levels would
classify certain secondary metals as hazardous substances and confuse the sale
of valuable secondary metals with arrangements to treat or dispose of hazardous
substances, thereby subjecting recyclers to material remediation costs for
sites contaminated by unrelated and now defunct manufacturers. Taken to
extreme, such liability schemes could cripple the recycling industry and
undermine any national goal of material conservation. Enforcement,
interpretation and litigation involving these laws and regulations are not well
developed.
The Company has received notices from the U.S. Environmental
Protection Agency (EPA) or equivalent state agency that it is considered a
potentially responsible party (PRP) at eleven sites, none owned by the Company,
and may be obligated under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 (CERCLA) or similar state statute to
conduct remedial investigation, feasibility studies, remediation and/or removal
of alleged releases of hazardous substances or to reimburse the EPA for such
activities. The Company is involved in litigation or administrative proceedings
with regard to several of these sites in which the Company is contesting, or at
the appropriate time may contest its PRP designation. In addition, the Company
has received information requests with regard to other sites which may be under
consideration by the EPA as potential CERCLA sites.
Some of these environmental matters or other proceedings may result in
fines, penalties or judgments being assessed against the Company which, from
time to time, may have a material impact on earnings and cash flows for a
particular quarter. While the Company is unable to estimate precisely the
ultimate dollar amount of exposure to loss in connection with the
above-referenced matters, it makes accruals as warranted. It is the opinion of
the Company's management that the outcome of these proceedings, individually or
in the aggregate, will not have a material adverse effect on the business or
consolidated financial position of the Company.
In fiscal 1995, the Company incurred environmental expenses of
approximately $9.3 million. This included costs of offsite disposal, staff
environmental personnel at various divisions, permit and license fees, accruals
and payments for studies, tests, assessment and remediation, consultant fees
and various other expenses. The Company estimates that more than $1.4 million
of its capital expenditures for fiscal 1995 are related to costs associated
with environmental compliance. The nature and timing of these environmental
costs is such that it is not practical for the Company to estimate their
magnitude in future periods.
On November 22, 1994, the United States District Court for the
Southern District of Texas granted the federal government's motion for summary
judgment and entered a Final Order in the principal amount of $1.3 million
against CMC Oil Company, a subsidiary of the Company. The claim involves
liability for overcharges by an alleged partner of CMC Oil Company for crude oil
sales during the late 1970's. With interest, the judgment is approximately $7.0
million and this has been fully accrued in the financial statements of CMC Oil
Company. CMC Oil Company has appealed the Order.
DIVIDENDS
Quarterly cash dividends have been paid in each of the past 31 consecutive
years. The annual dividend in 1995 was 48 cents a share paid at the rate of 12
cents each quarter.
<PAGE> 18
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands, except share data)
<TABLE>
<CAPTION>
Year ended August 31,
- ------------------------------------------------------------------------------------------------
1995 1994 1993
-----------------------------------------------------------
<S> <C> <C> <C>
Revenues:
Net sales $ 2,107,426 $ 1,657,810 $ 1,558,349
Other revenues 9,353 8,424 10,157
- ------------------------------------------------------------------------------------------------
2,116,779 1,666,234 1,568,506
Costs and expenses:
Cost of goods sold 1,892,540 1,504,566 1,424,707
Selling, general and
administrative expenses 133,058 103,547 92,679
Interest expense 15,246 9,271 9,397
Employees' pension and profit
sharing plans 11,277 7,943 6,662
Litigation accrual 6,650 - -
- ------------------------------------------------------------------------------------------------
2,058,771 1,625,327 1,533,445
Earnings before income taxes 58,008 40,907 35,061
Income taxes 19,800 14,737 13,400
- ------------------------------------------------------------------------------------------------
Net earnings $ 38,208 $ 26,170 $ 21,661
================================================================================================
Net earnings per share $2.52 $1.75 $1.46
================================================================================================
</TABLE>
See notes to consolidated financial statements.
<PAGE> 19
COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
<TABLE>
<CAPTION>
August 31,
- ----------------------------------------------------------------------------------------
1995 1994
---------------------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and temporary investments $ 21,018 $ 38,269
Accounts receivable (less allowance for
collection losses of $4,743 and $3,528) 268,657 228,035
Financial services loans and advances - 19,560
Inventories 208,114 133,748
Other 36,316 26,473
- ----------------------------------------------------------------------------------------
Total current assets 534,105 446,085
Other assets 4,259 1,984
Property, plant and equipment:
Land 16,629 10,747
Buildings 40,178 32,367
Equipment 372,644 304,977
Leasehold improvements 16,972 15,585
Construction in process 10,282 6,880
- ----------------------------------------------------------------------------------------
456,705 370,556
Less accumulated depreciation and amortization (246,966) (213,748)
- ----------------------------------------------------------------------------------------
209,739 156,808
---------------------------------
$ 748,103 $ 604,877
========================================================================================
</TABLE>
<PAGE> 20
<TABLE>
<CAPTION>
August 31,
- -----------------------------------------------------------------------------------------
1995 1994
-----------------------------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Commercial paper $ - $ 20,000
Notes payable - 21,000
Financial services notes payable 5,189 50,912
Accounts payable 107,906 84,644
Other payables and accrued expenses 137,933 85,220
Income taxes payable 3,246 4,338
Current maturities of long-term debt 14,108 4,852
- -----------------------------------------------------------------------------------------
Total current liabilities 268,382 270,966
Deferred income taxes 18,553 19,077
Long-term debt 158,004 72,061
Commitments and contingencies
Stockholders' equity:
Capital stock:
Preferred stock
Common stock, par value $5.00 per share:
authorized 40,000,000 shares;
issued 16,132,583 shares; outstanding
15,369,592 and 14,275,007 shares 80,663 80,663
Additional paid-in capital 11,946 1,019
Retained earnings 223,994 192,997
- -----------------------------------------------------------------------------------------
316,603 274,679
Less treasury stock 762,991 and 1,857,576
shares at cost (13,439) (31,906)
- -----------------------------------------------------------------------------------------
303,164 242,773
-----------------------------------
$ 748,103 $ 604,877
=========================================================================================
</TABLE>
See notes to consolidated financial statements.
<PAGE> 21
COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
August 31,
- -----------------------------------------------------------------------------------------------------------
1995 1994 1993
----------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 38,208 $ 26,170 $ 21,661
Adjustments to earnings not requiring cash:
Depreciation and amortization 38,134 30,143 27,361
Provision for losses on receivables 1,084 1,258 1,998
Deferred income taxes (524) 4,304 2,281
Other (268) (209) 331
- -----------------------------------------------------------------------------------------------------------
Cash flows from operations before changes in
operating assets and liabilities 76,634 61,666 53,632
Changes in operating assets and liabilities net of
effect of Owen acquisition:
Decrease (increase) in accounts receivable 6,652 (65,906) (1,259)
Decrease (increase) in financial services
loans and advances 19,560 16,208 9,400
Decrease (increase) in inventories (39,804) 2,853 (30,388)
Decrease (increase) in other assets (5,635) (9,014) 2,672
Increase (decrease) in accounts payable,
accrued expenses, and income taxes 15,472 4,998 24,431
- -----------------------------------------------------------------------------------------------------------
Net Cash Flows From Operating Activities 72,879 10,805 58,488
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Owen net of cash acquired (24,769) - -
Temporary investments 19,174 9,485 7,307
Purchases of property, plant and equipment (39,311) (48,152) (37,613)
Sales of property, plant and equipment 993 733 1,288
- -----------------------------------------------------------------------------------------------------------
Net Cash Used by Investing Activities (43,913) (37,934) (29,018)
CASH FLOWS FROM FINANCING ACTIVITIES:
Commercial paper - net change (20,000) 20,000 -
Notes payable - net change (21,000) 21,000 -
Financial services notes payable (45,723) 9,909 (10,895)
New long-term debt 160,000 - -
Refinance long-term debt of acquisition (32,000) - -
Payments on long-term debt (64,801) (4,648) (12,911)
Stock issued under stock option, purchase, and
bonus plans 2,337 4,347 5,630
Tax benefits related to stock option plan 1,355 661 1,661
Treasury stock acquired - (17,120) -
Dividends paid (7,211) (6,705) (5,635)
- -----------------------------------------------------------------------------------------------------------
Net Cash Provided (Used) by Financing Activities (27,043) 27,444 (22,150)
Increase in Cash and Cash Equivalents 1,923 315 7,320
Cash and Cash Equivalents at Beginning of Year 19,095 18,780 11,460
- -----------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Year $ 21,018 $ 19,095 $ 18,780
===========================================================================================================
</TABLE>
See notes to consolidated financial statements.
<PAGE> 22
COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands, except share data)
<TABLE>
<CAPTION>
Common stock Treasury stock
---------------------- Additional ---------------------------
Number of paid-in Retained Number of
shares Amount capital earnings shares Amount
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance, September 1, 1992 12,100,064 $ 60,500 $ 2,560 $ 173,839 (1,434,058) $ (24,795)
Net earnings 21,661
Cash dividends - $.39 per share (5,635)
Treasury stock acquired - -
Stock issued under stock option,
purchase and bonus plans (302) 394,607 5,932
Tax benefits related to stock
option plan 1,661
- --------------------------------------------------------------------------------------------------------------------------
Balance, August 31, 1993 12,100,064 60,500 3,919 189,865 (1,039,451) (18,863)
Net earnings 26,170
Cash dividends - $.46 per share (6,705)
Stock split, four-for-three 4,032,519 20,163 (3,830) (16,333) (346,318) -
Treasury stock acquired (748,100) (17,120)
Stock issued under stock option,
purchase and bonus plans 269 276,293 4,077
Tax benefits related to stock
option plan 661
- --------------------------------------------------------------------------------------------------------------------------
Balance, August 31, 1994 16,132,583 80,663 1,019 192,997 (1,857,576) (31,906)
Net earnings 38,208
Cash dividends - $.48 per share (7,211)
Treasury stock acquired - -
Treasury stock issued for
acquisition of Owen 8,710 932,301 16,345
Stock issued under stock option,
purchase and bonus plans 862 162,284 2,122
Tax benefits related to stock option plan 1,355
- --------------------------------------------------------------------------------------------------------------------------
Balance, August 31, 1995 16,132,583 $ 80,663 $ 11,946 $223,994 (762,991) $ (13,439)
==========================================================================================================================
</TABLE>
See notes to consolidated financial statements.
<PAGE> 23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, AUGUST 31, 1995
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Consolidation
The consolidated financial statements include the accounts of the Company and
its subsidiaries. All material intercompany transactions and balances are
eliminated in consolidation.
Revenue Recognition
Sales are recognized when title to inventory passes to the customer based on
customary industry practice.
Inventories
Inventories are stated at the lower of cost or market. Inventory cost for
almost all domestic inventories is determined by the last-in, first-out (LIFO)
method; cost of international and other domestic inventories is determined by
the first-in, first-out (FIFO) method.
Property, Plant and Equipment
Property, plant and equipment is recorded at cost and is depreciated at annual
rates based upon the estimated useful lives of the assets using substantially
the straight-line method. Provision for amortization of leasehold improvements
is made at annual rates based upon the estimated useful lives of the assets or
terms of the leases, whichever is shorter.
Startup Costs
Startup costs associated with the acquisition and expansion of manufacturing
and recycling facilities are expensed as incurred.
Income Taxes
Deferred income taxes are provided for temporary differences between financial
and tax reporting. The principal differences are described in Note 6. Benefits
from tax credits are reflected currently in earnings.
Foreign Currency
The functional and the reporting currency of a majority of the Company's
international subsidiaries is the United States dollar. There are no significant
translation adjustments to be reported as a separate component of stockholders'
equity.
Gain or loss on foreign currency exchange contracts designated as
hedges is deferred and recognized upon settlement of the related trade
receivable or payable.
Cash Flows
For purposes of the statements of cash flows, the Company considers investments
that are short-term (generally with original maturities of three months or
less) and highly liquid to be cash equivalents. Temporary investments include
highly liquid instruments with longer original maturity dates.
Cash and cash equivalents and temporary investments at August 31 were
as follows (in thousands):
<TABLE>
<CAPTION>
1995 1994 1993
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash and cash equivalents $ 21,018 $ 19,095 $ 18,780
Temporary investments
(at lower of cost or market) - 19,174 28,659
- --------------------------------------------------------------------------------
$ 21,018 $ 38,269 $ 47,439
================================================================================
</TABLE>
Reclassifications
Certain reclassifications have been made in the 1994 and 1993 financial
statements to conform to the classifications used in the current year.
2. ACQUISITION
On November 15, 1994, the Company acquired all the outstanding common stock of
three privately owned companies Owen Steel Company, Inc. and two affiliated
corporations, Owen Miscellaneous Metals,Inc. and South Carolina Steel
Corporation (all three combined referred to as "Owen"). Owen operated a steel
minimill in Columbia, South Carolina and related fabrication plants in Florida,
Georgia, North Carolina, South Carolina and Virginia.
The Company paid approximately $50 million consisting of $25 million
in cash and the issuance of 932,301 shares of treasury stock, valued at $26.875
per share. The Company also provided funds for the retirement of approximately
$32 million of Owen debt at the closing. The transaction is accounted for by
the purchase method of accounting and resulted in no goodwill. Results of
operations of Owen are included in the statement of earnings since acquisition
date.
At August 31, 1995, approximately $9 million of the acquisition price
was maintained in an escrow account, subject to final determination of the net
worth of Owen at the closing date and certain other post-closing adjustments.
These adjustments may affect the ultimate purchase price and the allocation of
fair value to assets and liabilities.
The following unaudited pro forma statements of earnings have been
derived from historical financial statements of the Company and Owen. The
information is adjusted to give effect to the acquisition of Owen by the
Company as if it had occurred at the beginning of the period presented. These
supplemental statements of earnings are presented for informational purposes
only and do not purport to be indicative of the results of operations that
actually would have occurred if the acquisition had been consummated as of
those dates.
<PAGE> 24
Proforma information (unaudited):
(in thousands except share data)
<TABLE>
<CAPTION>
1995 1994
- ----------------------------------------------------------------------
<S> <C> <C>
Revenues $ 2,194,055 $ 1,924,635
Net income 38,594 10,565
- ----------------------------------------------------------------------
Earnings per share $ 2.55 $ 0.67
======================================================================
</TABLE>
3. INVENTORIES
Before reduction of LIFO reserves of $34,255,000 and $21,298,000 at August 31,
1995 and 1994, respectively, inventories valued under the first-in, first-out
method approximated replacement cost.
At August 31, 1995 and 1994, 86% and 78%, respectively, of total
inventories were valued at LIFO. The remainder of inventories, valued at FIFO,
consist mainly of international back-to-back sales, in-transit to customers.
4. CREDIT ARRANGEMENTS
Periodically, the Company is active in the commercial paper market with a
program which permits borrowings up to $30,000,000. It is the Company's policy
to maintain formal bank credit lines equal to 100% of the amount of all
commercial paper outstanding.
The Company has numerous informal credit facilities available from
domestic and international banks. These credit facilities are priced at
banker's acceptance rates or on a cost of funds basis. No compensating balances
or commitment fees are required under these credit facilities.
On July 26, 1995 the Company sold $100 million of investment grade,
unsecured notes with a coupon rate of 7.20% in its initial entry into the
long-term public debt market. After netting the proceeds of an interest rate
hedge closed simultaneously with the pricing of the bonds, the effective
interest rate is 7.04%. The shelf registration also included $50 million of
securities in the form of medium term notes that can be issued over the next
two years.
On November 23, 1993, the Company arranged a 2 year, $30 million
unsecured revolving credit loan facility with a group of five banks. The final
maturity date of this credit facility can be extended annually for successive
additional one year periods by mutual agreement. The agreement provides for
borrowing in United States dollars indexed to the prime rate, to the United
States certificate of deposit rate, or to the offshore dollar interbank market
rate. A commitment fee of .225% per annum is payable on the unused credit line.
No compensating balances are required.
Long-term debt and amounts due within one year as of August 31, 1995,
are as follows (in thousands):
<TABLE>
<CAPTION>
Amount Current Long-term
outstanding maturities debt
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
7.20% notes due 2005 $100,000 $ - $100,000
8.49% notes due 2001 42,857 7,143 50,000
8.75% note due 1999 14,999 4,286 19,285
Other 148 2,679 2,827
- ---------------------------------------------------------------------------
$158,004 $ 14,108 $172,112
===========================================================================
</TABLE>
All interest is payable semiannually. The 7.20% notes are due in July 2005. The
8.49% notes provide for annual principal repayments beginning on December 1,
1995; all other notes are payable semiannually.
Certain of the note agreements include various covenants. The most
restrictive of these requires maintenance of consolidated net current assets of
$75,000,000 and net worth (as defined) of $150,000,000. At August 31, 1995,
approximately $144,000,000 of retained earnings was available for cash
dividends under these covenants.
The aggregate amounts of all long-term debt maturities for the five
years following August 31, 1995, are (in thousands): 1996 - $14,108; 1997 -
$11,498; 1998 - $11,480; 1999 - $11,457; 2000 - $9,284.
Interest expense is comprised of the following (in thousands):
<TABLE>
<CAPTION>
Year ended August 31,
- -------------------------------------------------------------------------
1995 1994 1993
- -------------------------------------------------------------------------
<S> <C> <C> <C>
Long-term debt $ 9,105 $ 5,521 $ 7,259
Financial services debt 1,364 1,953 1,799
Commercial paper 516 321 178
Notes payable 4,261 1,476 161
- -------------------------------------------------------------------------
$ 15,246 $ 9,271 $ 9,397
=========================================================================
</TABLE>
Interest of $149,000, $1,176,000, and $411,000 was capitalized in the cost of
property, plant and equipment constructed in 1995, 1994 and 1993, respectively.
Interest of $12,641,000, $10,453,000, and $10,524,000 was paid in 1995, 1994
and 1993 respectively.
5. FINANCIAL INSTRUMENTS, MARKET AND CREDIT
RISK
Management believes that the historical financial statement presentation is the
most useful for displaying the Company's financial position. However, generally
accepted accounting principles require disclosure of an estimate of the fair
value of the Company's financial instruments as of year end. These estimated
fair values disregard management intentions concerning these instruments and do
not represent liquidation proceeds or settlement amounts currently available to
the Company. Differences between historical presentation and estimated fair
values can occur for many reasons including taxes, commissions, prepayment
penalties, make-whole provisions and other restrictions as well as the inherent
limitations in any estimation technique. Because of this management believes
that this information may be of limited usefulness in understanding the Company
and minimal value in comparability between companies.
Due to near-term maturities, allowances for collection losses,
investment grade ratings and security provided, the following financial
instruments' carrying amounts are considered equivalent to fair value:
- Cash and temporary investments
- Financial services loans and advances
- Commercial paper
- Notes payable
- Financial services notes payable
<PAGE> 25
The Company's long-term debt is both publicly and privately held. Fair value
was determined for private debt by discounting future cash flows at current
market yields and for public debt at indicated market values.
<TABLE>
<CAPTION>
(in thousands)
- -------------------------------------------------------
Long-Term Debt 1995 1994
- -------------------------------------------------------
<S> <C> <C>
Carrying Amount $ 172,112 $ 76,913
Estimated Fair Value $ 174,950 $ 80,606
=======================================================
</TABLE>
The notional amount of foreign currency exchange contracts outstanding at year
end was $42,600,000. The fair value of these contracts effective as hedges is
not significant. The fair value of all outstanding letters of credit is not
meaningful.
The Company does not have significant off-balance-sheet risk from
financial instruments. It enters into foreign exchange contracts as hedges of
trade receivables and payables denominated in currencies other than the
functional currency. Effects of changes in currency rates are therefore
minimized. As a matter of Company policy, foreign exchange contracts are used
only to hedge firm commitments, not anticipated transactions.
The Company maintains both corporate and divisional credit
departments. Limits are set for customers and countries. Letters of credit
issued or confirmed through sound financial institutions are obtained to
further ensure prompt payment in accordance with terms of sale; generally,
collateral is not required. At August 31, 1995, $30,049,000 of accounts
receivable were backed by these bankers acceptances.
In the normal course of its marketing activities, the Company
transacts business with substantially all sectors of the metals industry.
Customers are internationally dispersed, cover the spectrum of manufacturing
and distribution, deal with various types and grades of metal, and have a
variety of end markets in which they sell. The Company's historical experience
in collection of accounts receivable falls within the recorded allowances. Due
to these factors, no additional credit risk beyond amounts provided for
collection losses is believed inherent in the Company's accounts receivable.
6. INCOME TAXES
The provisions for income taxes include the following
(in thousands):
<TABLE>
<CAPTION>
Year ended August 31,
- ------------------------------------------------------------------------------
1995 1994 1993
--------------------------------------------------
<S> <C> <C> <C>
Current:
United States $ 17,816 $ 8,165 $ 8,827
Foreign 615 402 1,028
State and local 1,893 1,866 1,264
- ------------------------------------------------------------------------------
20,324 10,433 11,119
Deferred (524) 4,304 2,281
- ------------------------------------------------------------------------------
$ 19,800 $ 14,737 $ 13,400
==============================================================================
</TABLE>
Taxes of $21,000,000, $14,736,000, and $7,511,000 were paid in 1995, 1994 and
1993, respectively.
Deferred taxes arise from temporary differences between the tax basis
of an asset or liability and its reported amount in the financial statements.
The sources and tax effects of these differences are (in thousands):
<TABLE>
<CAPTION>
August 31,
- ---------------------------------------------------------------
1995 1994
--------------------------
<S> <C> <C>
U.S. taxes provided on foreign
income and foreign taxes $ 11,532 $ 10,589
Tax on difference between tax
and book depreciation 17,260 9,228
Net operating losses (6,692) --
Alternative minimum tax credit (1,713) --
Other accruals (1,606) --
Other (228) (740)
- ---------------------------------------------------------------
Total $ 18,553 $ 19,077
===============================================================
</TABLE>
As noted above the Company provides United States taxes on unremitted foreign
earnings. Such earnings have been reinvested in the foreign operations except
for dividends of $6,062,000.
The Company's effective tax rates were 34.1% in 1995, 36% in 1994, and
38.2% in 1993. Reconciliations of the United States statutory rates to the
effective rates are as follows:
<TABLE>
<CAPTION>
Year ended August 31,
- -----------------------------------------------------------
1995 1994 1993
------------------------------
<S> <C> <C> <C>
Statutory rate 35.0% 35.0% 35.0%
Tax credits (.5) (.5) (.5)
State and local taxes 2.1 2.9 2.1
Other (2.5) (1.4) 1.6
- -----------------------------------------------------------
Effective tax rate 34.1% 36.0% 38.2%
===========================================================
</TABLE>
During 1995, the Company resolved all issues for its returns through 1992. The
settlement amount was negligible and as a result the Company credited income
tax expense $1,350,000 during 1995. This is reflected in Other in the table
above. The Company acquired Owen Steel Company,Inc. and subsidiaries in a tax
free merger transaction during 1995. As a result of this transaction, there are
$19 million of net operating losses and $1.7 million of alternative minimum tax
credits that were recorded as deferred tax assets under purchase accounting.
These assets will be reduced as tax expense is
<PAGE> 26
recognized in future periods. The net operating losses consist of $4 million
and $15 million that are due to expire in 2008 and 2009, respectively. The $1.7
million alternative minimum tax credit is available indefinitely.
7. CAPITAL STOCK
Stock Purchase Plan
Substantially all employees may participate in the Company's employee stock
purchase plan. The Directors have authorized the annual purchase of up to 200
shares at a discount of 25% from the stock's price. Annual activity of the
stock purchase plan was as follows:
<TABLE>
<CAPTION>
1995 1994 1993
- -------------------------------------------------------------------
<S> <C> <C> <C>
Shares available 426,021
Shares outstanding 146,710
Price per share $18.41
Shares purchased 107,110 122,607 133,053
Price per share $ 19.94 $ 14.06 $ 13.42
</TABLE>
Stock Option Plans
In 1979, the Board of Directors of the Company approved the Key Employees
Restricted Stock Bonus Plan (the Plan), under which shares of common stock were
awarded to certain key employees of the Company. Under the terms of the Plan,
the shares are issued in the name of the employee and placed in escrow for a
five-year vesting period, with the employee receiving all cash dividends and
having the right to vote such shares held in escrow. In October 1989, the
Company awarded 260,337 shares and recorded deferred noncash compensation of
$4,029,000, representing the fair market value of the common stock at the date
of the stock award. The deferred compensation is being amortized over the
five-year vesting period, with $96,848, $654,000, and $488,000 in 1995, 1994
and 1993, respectively, charged to operations. Employees with 1,232 and 7,265
nonvested shares forfeited their shares during 1994 and 1993, respectively.
These shares were returned to the Company. In October, 1994 230,505 shares were
issued under the Plan. The Plan terminated on January 30, 1990, except as to
awards outstanding .
The 1986 Stock Incentive Plan (Incentive Plan) was approved in
November 1986 by the Board of Directors. Under the Incentive Plan, stock
options and stock appreciation rights may be awarded to full-time salaried
employees, including directors, of the Company. The option price for both the
stock options and the stock rights will not be less than the fair market value
of the Company's stock at the date of grant and are exercisable two years from
date of grant. The Incentive Plan also provides for issuance of common stock
to eligible employees as performance awards for achievement of specified
objectives.
Annual activity of the stock incentive plan is as follows:
<TABLE>
<CAPTION>
1995 1994 1993
----------------------------------------
<S> <C> <C> <C>
Shares available 667,697
Shares outstanding 1,430,293
Price per share $8.72 - 27.61
Shares exercisable 860,253
Shares granted 293,000 287,369 372,595
Price per share $24.50 $27.61 $20.21
Shares exercised 126,843 160,497 494,365
Average price per share $16.61 $13.72 $12.47
Shares forfeited 8,646 12,319 24,812
</TABLE>
Preferred Stock
Preferred stock has a par value of $1.00 a share, with 2,000,000 shares
authorized. It may be issued in series, and the shares of each series shall
have such rights and preferences as fixed by the Board of Directors when
authorizing the issuance of that particular series. There are no shares of
preferred stock outstanding.
8. EMPLOYEES' PENSION AND PROFIT SHARING
PLANS
Substantially all employees of the Company and its subsidiaries are covered by
profit sharing or savings plans. Effective May 1, 1994, the Company's two
profit sharing plans were amended to add 401(k) deferred compensation options.
Contributions, which are discretionary, to all plans were $10,801,000,
$6,999,000, and $6,097,000 for 1995, 1994 and 1993, respectively. One
subsidiary maintains a defined benefit pension plan that covers substantially
all its employees. Benefits are based on an employee's average monthly
earnings and years of service. The contribution required for 1995 is not
significant. Financial statement pension expense (income) and related balance
sheet and funded status are not significant.
9. POSTRETIREMENT BENEFITS OTHER THAN
PENSIONS/POSTEMPLOYMENT BENEFITS
The Company has no significant postretirement obligations other than pensions
(see note 8). The Company's historical costs for postemployment benefits have
not been significant and are not expected to be in the future.
10. COMMITMENTS AND CONTINGENCIES
Minimum rental commitments payable by the Company and its consolidated
subsidiaries for noncancelable operating leases in effect at August 31, 1995,
are as follows for the fiscal periods specified (in thousands):
<TABLE>
<CAPTION>
Real
Equipment Estate
- ------------------------------------------------------------
<S> <C> <C>
1996 $ 1,514 $ 2,883
1997 917 2,237
1998 686 1,904
1999 257 1,773
2000 and thereafter 96 3,532
- ------------------------------------------------------------
$ 3,470 $ 12,329
============================================================
</TABLE>
Total rental expense was $7,953,000, $6,086,000, and $5,994,000 in 1995, 1994
and 1993, respectively.
<PAGE> 27
In the ordinary course of conducting its business, the Company becomes
involved in litigation, administrative proceedings and governmental
investigations, including environmental matters.
The Company has received notices from the U.S. Environmental
Protection Agency (EPA) or equivalent state agency that it is considered a
potentially responsible party (PRP) at eleven sites, none owned by the Company,
and may be obligated under the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980 (CERCLA) or similar state statute to
conduct remedial investigations, feasibility studies, remediation and/or
removal of alleged releases of hazardous substances or to reimburse the EPA for
such activities. The Company is involved in litigation or administrative
proceedings with regard to several of these sites in which the Company is
contesting, or at the appropriate time may contest, its PRP designation. In
addition, the Company has received information requests with regard to other
sites which may be under consideration by the EPA as potential CERCLA sites.
Some of these environmental matters or other proceedings may result in
fines, penalties or judgments being assessed against the Company which, from
time to time, may have a material impact on earnings for a particular quarter.
While the Company is unable to estimate precisely the ultimate dollar amount of
exposure to loss in connection with the above-referenced matters, it makes
accruals as warranted. It is the opinion of the Company's management that the
outcome of these proceedings, individually or in the aggregate, will not have a
material adverse effect on the business or consolidated financial position of
the Company.
On November 22, 1994, the United States District Court for the
Southern District of Texas granted the federal government's motion for summary
judgment and entered a Final Order in the principal amount of $1.3 million
against CMC Oil Company, a subsidiary of the Company. The claim involves
liability for overcharges by an alleged partner of CMC Oil Company for crude
oil sales during the late 1970's. With interest, the judgment is approximately
$7.0 million and this has been fully accrued in the financial statements of
CMC Oil Company. CMC Oil Company has appealed the Order.
11. EARNINGS PER SHARE
Earnings per share are computed on the basis of the weighted average number of
shares of common stock and common stock equivalents outstanding during the
year. Common stock equivalents resulting from the stock option and purchase
plans do not cause a significant dilutive effect. The shares used in the
calculation of earnings per share were 15,151,072, 14,956,479, and 14,820,832
in 1995, 1994 and 1993 respectively.
12. OTHER PAYABLES AND ACCRUED EXPENSES
<TABLE>
<CAPTION>
(in thousands) August 31,
- -----------------------------------------------------------------------------
1995 1994
----------------------------------
<S> <C> <C>
Salaries, wages and commissions $ 30,213 $ 18,882
Advance billings on contracts 13,590 -
Pension and profit sharing 9,758 7,988
Insurance 9,193 6,843
Accrual for contract losses 8,066 -
Environmental 7,634 3,955
Litigation accrual 6,650 -
Freight 5,625 4,849
Taxes other than income taxes 5,335 3,430
Interest 3,592 2,733
Other accrued expenses 38,277 36,540
- -----------------------------------------------------------------------------
$137,933 $ 85,220
=============================================================================
</TABLE>
13. BUSINESS SEGMENTS
Summarized data for the Company's international operations (principally in
Europe and the Far East) are as follows (in thousands):
<TABLE>
<CAPTION>
Year ended August 31,
- ------------------------------------------------------------------------------------
1995 1994 1993
-------------------------------------------
<S> <C> <C> <C>
Revenues-unaffiliated customers $ 376,332 $ 478,012 $ 591,681
====================================================================================
Operating profit $ 10,051 $ 8,683 $ 11,003
====================================================================================
Identifiable assets $ 88,711 $ 139,668 $ 132,417
====================================================================================
</TABLE>
Export sales from the Company's United States operations are as follows (in
thousands):
<TABLE>
<CAPTION>
Year ended August 31,
- ----------------------------------------------------------------------
1995 1994 1993
---------------------------------------------------
<S> <C> <C> <C>
Far East $ 42,439 $ 36,686 $ 21,805
Canada and Mexico 42,698 34,621 42,086
Other 6,074 6,660 4,208
- ----------------------------------------------------------------------
Total $ 91,211 $ 77,967 $ 68,099
======================================================================
</TABLE>
The Company operates in three business segments, as indicated below. During
1995 the Financial Services segment was merged with the Marketing and Trading
segment in recognition of its greater emphasis on supporting internal treasury
activities instead of third party lending.
Intersegment sales generally are priced at prevailing market prices. Certain
corporate administrative expenses are allocated to segments based upon the
nature of the expense.
<PAGE> 28
13. BUSINESS SEGMENTS (CONTINUED):
<TABLE>
<CAPTION>
Adjustments
Marketing Financial and
1995 (in thousands) Manufacturing Recycling and Trading Services Corporate eliminations
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Revenues - unaffiliated customers $ 900,922 $ 483,428 $ 732,419 $ 10 $ -
Intersegment revenues 11,817 27,707 16,806 (56,330)
- ---------------------------------------------------------------------------------------------------------------------------
Total revenues 912,739 511,135 749,225 10 (56,330)
===========================================================================================================================
Operating profit (loss) 54,417 11,337 17,751 (10,251)
Interest expense
Earnings before income taxes
===========================================================================================================================
Depreciation and amortization 28,847 8,524 635 128
===========================================================================================================================
Capital expenditures 24,689 14,103 431 88
===========================================================================================================================
Identifiable assets $ 452,145 $ 111,119 $ 165,692 $ 19,147 $ -
===========================================================================================================================
1994 (in thousands)
- ---------------------------------------------------------------------------------------------------------------------------
Revenues - unaffiliated customers $ 592,958 $ 319,468 $ 751,027 $ 2,747 $ 34 $ -
Intersegment revenues 5,317 22,782 6,895 (34,994)
- ---------------------------------------------------------------------------------------------------------------------------
Total revenues 598,275 342,250 757,922 2,747 34 (34,994)
===========================================================================================================================
Operating profit (loss) 37,670 4,998 13,507 1,731* (9,681)
Interest expense
Earnings before income taxes
===========================================================================================================================
Depreciation and amortization 22,382 7,003 655 103
===========================================================================================================================
Capital expenditures 37,203 10,181 519 249
===========================================================================================================================
Identifiable assets $ 281,471 $ 97,924 $ 154,102 $ 62,003 $ 9,377 $ -
===========================================================================================================================
1993 (in thousands)
- ---------------------------------------------------------------------------------------------------------------------------
Revenues - unaffiliated customers $ 482,076 $ 264,580 $ 816,901 $ 3,661 $ 1,288 $ -
Intersegment revenues 5,334 25,592 1,018 (31,944)
- ---------------------------------------------------------------------------------------------------------------------------
Total revenues 487,410 290,172 817,919 3,661 1,288 (31,944)
===========================================================================================================================
Operating profit (loss) 32,536 603 14,271 1,790* (6,541)
Interest expense
Earnings before income taxes
===========================================================================================================================
Depreciation and amortization 19,193 7,392 688 88
===========================================================================================================================
Capital expenditures 31,945 4,798 577 293
===========================================================================================================================
Identifiable assets $ 234,005 $ 77,723 $ 140,760 $ 64,174 $ 25,299 $ -
============================================================================================================================
<CAPTION>
Consolidated
- -------------------------------------------------------------------------
<S> <C>
Revenues - unaffiliated customers $ 2,116,779
Intersegment revenues
- -------------------------------------------------------------------------
Total revenues 2,116,779
=========================================================================
Operating profit (loss) 73,254
Interest expense (15,246)
Earnings before income taxes 58,008
=========================================================================
Depreciation and amortization 38,134
=========================================================================
Capital expenditures 39,311
=========================================================================
Identifiable assets $ 748,103
=========================================================================
1994 (in thousands)
- -------------------------------------------------------------------------
Revenues - unaffiliated customers $ 1,666,234
Intersegment revenues
- -------------------------------------------------------------------------
Total revenues 1,666,234
=========================================================================
Operating profit (loss) 48,225
Interest expense (7,318)*
Earnings before income taxes 40,907
=========================================================================
Depreciation and amortization 30,143
=========================================================================
Capital expenditures 48,152
=========================================================================
Identifiable assets $ 604,877
=========================================================================
1993 (in thousands)
- -------------------------------------------------------------------------
Revenues - unaffiliated customers $ 1,568,506
Intersegment revenues
- -------------------------------------------------------------------------
Total revenues 1,568,506
=========================================================================
Operating profit (loss) 42,659
Interest expense (7,598)*
Earnings before income taxes 35,061
=========================================================================
Depreciation and amortization 27,361
=========================================================================
Capital expenditures 37,613
=========================================================================
Identifiable assets $ 541,961
=========================================================================
</TABLE>
* Interest expense of the financial services segment has been included in
operating profit in the amounts of $1,953 in 1994, and $1,799 in 1993.
<PAGE> 29
14. QUARTERLY FINANCIAL DATA (UNAUDITED)
Summarized quarterly financial data for 1995, 1994 and 1993 are as follows (in
thousands except per share data):
<TABLE>
<CAPTION>
Three Months Ended 1995
-------------------------------------------------------
Nov. 30 Feb. 28 May 31 Aug. 31
-------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $ 411,434 $ 530,907 $ 572,520 $ 592,565
Gross profit 45,751 58,204 60,370 50,561
Net earnings 6,372 10,277 11,371 10,188
Net earnings per share .44 .67 .73 .66
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended 1994
-------------------------------------------------------
Nov. 30 Feb. 28 May 31 Aug. 31
-------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $ 380,016 $ 389,913 $ 440,649 $ 447,232
Gross profit 36,606 32,830 40,916 42,892
Net earnings 5,723 4,272 7,145 9,030
Net earnings per share .38 .28 .48 .63
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended 1993
-------------------------------------------------------
Nov. 30 Feb. 28 May 31 Aug. 31
-------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $ 324,380 $ 411,712 $ 435,041 $ 387,216
Gross profit 30,471 33,628 35,619 33,924
Net earnings 2,854 4,846 6,452 7,509
Net earnings per share .20 .33 .43 .50
</TABLE>
The quantities and costs used in calculating cost of goods sold on a quarterly
basis include estimates of the annual LIFO effect. The actual effect cannot be
known until the year-end physical inventory is completed and quantity and price
indices are developed. The quarterly cost of goods sold above includes such
estimates. Fourth quarter 1995 and 1994 net earnings decreased $5,195,000 and
$3,084,000, respectively, after the final determination of quantities and
prices was made.
As discussed in footnote 6, there are credits to income tax expense of
$1,350,000 ($1,000,000 in the first quarter and $350,000 in the fourth quarter)
resulting from the favorable resolution of tax issues with the Internal Revenue
Service for years audited.
As discussed in footnote 10, CMC Oil Company recorded a nonrecurring
net charge of $4.1 million in the first quarter as a litigation accrual.
INDEPENDENT AUDITORS' REPORT
Board of Directors and Stockholders
Commercial Metals Company
Dallas, Texas
We have audited the consolidated balance sheets of Commercial Metals Company
and subsidiaries at August 31, 1995 and 1994 and the related consolidated
statements of earnings, stockholders' equity and cash flows for each of the
three years in the period ended August 31, 1995. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such consolidated financial statements present fairly,
in all material respects, the financial position of Commercial Metals Company
and subsidiaries at August 31,1995 and 1994, and the results of their
operations and their cash flows for each of the three years in the period ended
August 31, 1995, in conformity with generally accepted accounting principles.
/s/ DELOITTE & TOUCHE LLP
Dallas, Texas
October 18, 1995
<PAGE> 30
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
No event reportable herein took place.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Certain of the information required in response to this Item with
regard to directors is incorporated herein by reference from the registrant's
Definitive Proxy Statement for the annual meeting of shareholders to be held
January 25, 1996, which will be filed no later than 120 days after the close of
the Registrant's fiscal year. The following is a listing of employees believed
to be considered "Executive Officers" of the registrant as defined under Rule
3b-7 as of August 31, 1995:
<TABLE>
<CAPTION>
NAME CURRENT TITLE & POSITION AGE OFFICER SINCE
- ---- ------------------------ --- -------------
<S> <C> <C> <C>
Lawrence A. Engels Vice President, Treasurer and 62 1977
Chief Financial Officer
Hugh M. Ghormley Executive Vice President 66 1981
CMC Steel Group
Harry J. Heinkele President, Secondary Metals 63 1981
Processing Division
A. Leo Howell Vice President; President and 74 1977
Treasurer - Howell Metal Company;
Director and Chairman of the
Executive Committee
William B. Larson Controller 42 1995
Murray R. McClean Vice President and 47 1995
President, International Division
Stanley A. Rabin President and Chief Executive 57 1974
Officer; Director
</TABLE>
29
<PAGE> 31
<TABLE>
<S> <C> <C> <C>
Bert Romberg Senior Vice President 65 1968
Marvin Selig President, CMC Steel Group; 72 1968
Director
Clyde P. Selig Executive Vice President, 63 1981
CMC Steel Group
David M. Sudbury Vice President, Secretary and 50 1976
General Counsel
</TABLE>
The Executive Officers are employed by the Board of Directors of the
registrant or the respective subsidiary usually at its first meeting after the
registrant's Annual Shareholders Meeting and continue to serve for terms set
from time to time by the registrant's Board of Directors in its discretion.
All of the Executive Officers of the Company have served in the
positions indicated above or in positions of similar responsibility for more
than five years except for Messrs. Larson and McClean. Mr. Larson was employed
by the Company in June, 1991 as Assistant Controller. For five years prior to
June, 1991, he had been employed by and was a partner when he left Deloitte &
Touche LLP. Mr. McClean has been employed by the Company's subsidiary CMC
(Australia) Pty. Limited since 1984. In September, 1993, he assumed the
function of President of the International Division of the Company. Director
and Executive Officer Marvin Selig is the brother of Executive Officer Clyde P.
Selig. There are no other family relationships among the officers of the
registrant or among the Executive Officers and Directors.
ITEM 11. EXECUTIVE COMPENSATION
Information required in response to this Item is incorporated herein
by reference from the Registrant's Definitive Proxy Statement for the annual
meeting of shareholders to be held January 25, 1996, which will be filed no
later than 120 days after the close of the Registrant's fiscal year.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required in response to this Item is incorporated
herein by reference from the Registrant's Definitive Proxy Statement for the
annual meeting of shareholders to be held January 25, 1996, which will be filed
no later than 120 days after the close of the Registrant's fiscal year.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
To the extent applicable, information required in response to this
Item is incorporated herein by reference from the Registrant's Definitive Proxy
Statement for the annual meeting of shareholders to be held January 25, 1996,
which will be filed no later than 120 days after the close of the Registrant's
fiscal year.
30
<PAGE> 32
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K
(a) The following documents are filed as a part of this report:
2. Commercial Metals Company and Subsidiaries Consolidated Financial Statement
Schedules
Independent Auditors' Report as to Schedules
Valuation and qualifying accounts (Schedule VIII)
All other schedules have been omitted because they are not applicable, are
not required, or the required information is shown in the financial statements
or notes thereto.
3. The following is a list of the Exhibits and Index required to be filed by
Item 601 of Regulation S-K:
<TABLE>
<S> <C>
(3)(i) Restated Certificate of Incorporation (Filed as Exhibit (3)(i)
to the Company's Form 10-K for the fiscal year ended
August 31, 1993 and incorporated herein by reference).
(3)(i)a - Certificate of Amendment of Restated Certificate of Incorporation
dated February 1, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E1
(3)(i)b - Certificate of Amendment of Restated Certificate of Incorporation
dated February 17, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E2
(3)(ii) By-Laws (Filed as Exhibit (3)(ii) to the Company's
Form 10-K for the fiscal year ended August 31, 1993
and incorporated hereby by reference).
(4) Indenture between the Company and Chase Manhattan Bank
dated as of July 31, 1995 (Filed as Exhibit 4.1 to the Company's
Registration Statement No. 33-60809 on July 18, 1995 and
incorporated herein by reference).
(11) Calculation of primary and fully diluted earnings per share . . . . . . . . . . . . . . . . E3
(21) Subsidiaries of Registrant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E4
(23) Independent Auditors' consent to incorporation by reference into
previously filed Registration Statements No. 033-61073 and No. 033-61075 on
Form S-8 of report dated October 18, 1995 accompanying the
consolidated financial statements of Commercial Metals Company and
Subsidiaries for the year ended August 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . E5
(27) Financial Data Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E6
</TABLE>
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the last quarter covered by this
report.
31
<PAGE> 33
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/ Stanley A. Rabin
-----------------------------------
By: Stanley A. Rabin
President and
Chief Executive Officer
Date: November 20, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
<TABLE>
<S> <C>
/s/ Albert A. Eisenstat /s/ Dorothy G. Owen
- -------------------------------------- --------------------------------------
Albert A. Eisenstat, November 20, 1995 Dorothy G. Owen, Novemer 20, 1995
Director Director
/s/ Moses Feldman /s/ Charles B. Peterson
- -------------------------------------- --------------------------------------
Moses Feldman, November 20, 1995 Charles B. Peterson, November 20, 1995
Director Director
/s/ Laurence E. Hirsch /s/ Stanley A. Rabin
- -------------------------------------- --------------------------------------
Laurence E. Hirsch, November 20, 1995 Stanley A. Rabin, November 20, 1995
Director President, Chief Executive Officer
and Director
/s/ A. Leo Howell
- -------------------------------------- /s/ Marvin Selig
A. Leo Howell, November 20, 1995 --------------------------------------
Vice President and Director Marvin Selig, November 20, 1995
President - Steel Group
/s/ Walter F. Kammann and Director
- --------------------------------------
Walter F. Kammann, November 20, 1995 /s/ Lawrence A. Engels
Director --------------------------------------
Lawrence A. Engels, November 20, 1995
/s/ Ralph E. Loewenberg Vice President and
- -------------------------------------- Chief Financial Officer
Ralph E. Loewenberg, November 20, 1995
Director /s/ William B. Larson
--------------------------------------
William B. Larson November 20, 1995
Controller
</TABLE>
32
<PAGE> 34
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Commercial Metals Company
Dallas, Texas
We have audited the consolidated financial statements of Commercial Metals
Company as of August 31, 1995 and 1994, and for each of the three years in the
period ended August 31, 1995, and have issued our report thereon dated October
18, 1995 which is included herein. Our audits also included the consolidated
financial statement schedule of Commercial Metals Company listed in Item 14.
This consolidated financial statement schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, such consolidated financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as
a whole, present fairly in all material respects the information set forth
therein.
/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Dallas, Texas
October 18, 1995
<PAGE> 35
SCHEDULE VIII
COMMERCIAL METALS COMPANY AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED AUGUST 31, 1995, 1994 AND 1993
( In thousands )
<TABLE>
<CAPTION>
Allowance for collection
losses deducted from notes
and accounts receivable:
Charged to Charged Deductions
Balance, profit and to other from Balance
beginning loss or accounts reserves end
Year of year income ( A ) ( B ) of year
-------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
1993 $2,500 $1,998 $192 $1,473 $3,217
1994 3,217 1,258 275 1,222 3,528
1995* $3,724 $1,084 $611 $676 $4,743
</TABLE>
* Includes opening balance of $196 from the acquisition
of the Owen Companies in November 1994.
( A ) Recoveries of accounts written off.
( B ) Write-off of uncollectible accounts.
<PAGE> 36
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -------------
<S> <C>
(3)(i) Restated Certificate of Incorporation (Filed as Exhibit (3)(i)
to the Company's Form 10-K for the fiscal year ended
August 31, 1993 and incorporated herein by reference).
(3)(i)a - Certificate of Amendment of Restated Certificate of Incorporation
dated February 1, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E1
(3)(i)b - Certificate of Amendment of Restated Certificate of Incorporation
dated February 17, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E2
(3)(ii) By-Laws (Filed as Exhibit (3)(ii) to the Company's
Form 10-K for the fiscal year ended August 31, 1993
and incorporated hereby by reference).
(4) Indenture between the Company and Chase Manhattan Bank
dated as of July 31, 1995 (Filed as Exhibit 4.1 to the Company's
Registration Statement No. 33-60809 on July 18, 1995 and
incorporated herein by reference).
(11) Calculation of primary and fully diluted earnings per share . . . . . . . . . . . . . . . . E3
(21) Subsidiaries of Registrant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E4
(23) Independent Auditors' consent to incorporation by reference into
previously filed Registration Statements No. 033-61073 and No. 033-61075 on
Form S-8 of report dated October 18, 1995 accompanying the
consolidated financial statements of Commercial Metals Company and
Subsidiaries for the year ended August 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . E5
(27) Financial Data Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E6
</TABLE>
<PAGE> 1
Exhibit (3)(i)a
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
COMMERCIAL METALS COMPANY
COMMERCIAL METALS COMPANY, a corporation organized and existing under
the General Corporation Law of the State of Delaware (the "Corporation"), DOES
HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation, at a meeting
duly held, adopted resolutions setting forth the following amendment to the
Corporation's Restated Certificate of Incorporation, declaring this amendment
to be advisable and designating the next annual meeting of the stockholders of
the Corporation for consideration thereof:
The present Article Seventeenth of the Corporation's Restated
Certificate of Incorporation shall be replaced in its entirety by the
following:
SEVENTEENTH: The stockholder vote required to approve any Business
Combination (as hereinafter defined) shall be as set forth in this Article
Seventeenth.
(a)(1) Except as otherwise expressly provided in paragraph (b) of this
Article Seventeenth:
(A) Any merger or consolidation of the corporation or any
Subsidiary (as hereinafter defined) with (i) any Interested
Stockholder (as hereinafter defined) or (ii) any other corporation
(whether or not itself an Interested Stockholder) which is, or after
such merger or consolidation would be, an Affiliate (as hereinafter
defined) of an Interested Stockholder; or
<PAGE> 2
(B) any sale, lease, exchange, mortgage, pledge, transfer
or other disposition (in one transaction or a series of transactions)
to or with any Interested Stockholder or any Affiliate of any
Interested Stockholder of any assets of the corporation or any
Subsidiary having an aggregate Fair Market Value (as hereinafter
defined) of $25,000,000 or more; or
(C) the issuance or transfer by the corporation or any
Subsidiary (in one transaction or a series of transactions) of any
securities of the corporation or any Subsidiary to any Interested
Stockholder or any Affiliate of any Interested Stockholder in exchange
for cash, securities or other property (or a combination thereof)
having an aggregate Fair Market Value of $25,000,000 or more; or
(D) the adoption of any plan or proposal for the
liquidation or dissolution of the corporation proposed by or on behalf
of any Interested Stockholder or any Affiliate of any Interested
Stockholder; or
(E) any reclassification of securities (including any
reverse stock split) or recapitalization of the corporation, or any
merger or consolidation of the corporation with any of its
Subsidiaries or any other transaction (whether or not with or into or
otherwise involving any Interested Stockholder) which has the effect,
directly or indirectly, of increasing the proportionate share of the
outstanding shares of any class of equity or convertible securities of
the corporation or any subsidiary which is directly or indirectly
owned by any Interested Stockholder or any Affiliate of any
Interested Stockholder;
shall require the affirmative vote of the holders of at least 70% of the voting
power of all of the then-outstanding shares of the Voting Stock, voting
together as a single class (it being understood that for purposes of this
Article Seventeenth, each share of the Voting Stock shall have the number of
votes granted to it pursuant to Article Fourth of this Restated Certificate of
Incorporation). Such affirmative vote shall be required notwithstanding the
fact that no vote may be required, or that a lesser percentage may be
specified, by law or in any agreement with any national securities exchange or
otherwise, and shall be required in addition to any affirmative vote of the
holders of any particular class or series of Voting Stock required by law or
this Restated Certificate of Incorporation.
-2-
<PAGE> 3
(2) The term "Business Combination" as used in this Article
Seventeenth shall mean any transaction which is referred to in any one or more
of subsections (A) through (E) of subparagraph (1) of this section (a).
(b) The provisions of section (a) of this Article Seventeenth
shall not be applicable to any particular Business Combination, and such
Business Combination shall require only such affirmative vote as is required by
law, by any other provision of this Restated Certificate of Incorporation or by
any agreement with any national securities exchange, if, in the case of a
Business Combination that does not involve any cash or other consideration
being received by the stockholders of the corporation, solely in their
respective capacities as stockholders of the corporation, the condition
specified in the following subparagraph (1) is met, or, in the case of any
other Business Combination, the conditions specified in either of the following
subparagraphs (1) or (2) are met:
(1) The Business Combination shall have been approved by
a majority of the Disinterested Directors (as hereinafter defined), it
being understood that this condition shall not be capable of
satisfaction unless there is at least one Disinterested Director.
(2) All of the following conditions shall have been met:
(A) The consideration to be received by holders
of shares of a particular class of outstanding Voting Stock
shall be in cash or in the same form as the Interested
Stockholder has paid for shares of such class of Voting Stock
within the two-year period ending on and including the date on
which the Interested Stockholder became an Interested
Stockholder (the "Determination Date"). If, within such
two-year period, the Interested Stockholder has paid for
shares of any class of Voting Stock with varying forms of
consideration, the form of consideration to be received per
share by holders of shares of such class of Voting Stock shall
be either cash or the form used to acquire the largest number
of shares of such class of Voting Stock acquired by the
Interested Stockholder within such two-year period.
(B) The aggregate amount of (x) the cash and (y)
the Fair Market Value, as of the date (the "Consummation
Date") of the consummation of the Business Combination, of the
consideration other than
-3-
<PAGE> 4
cash to be received per share by holders of Common Stock in
such Business Combination shall be at least equal to the
higher of the following (it being intended that the
requirements of this subparagraph (2)(B) shall be required to
be met with respect to all shares of Common Stock outstanding
whether or not the Interested Stockholder has previously
acquired any shares of Common Stock):
(i) (if applicable) the highest per
share price (including any brokerage commissions,
transfer taxes and soliciting dealers' fees) paid by
the Interested Stockholder for any shares of Common
Stock acquired by it within the two-year period
immediately prior to the date of the first public
announcement of the proposal of the Business
Combination (the "Announcement Date") or in the
transaction in which it became an Interested
Stockholder, whichever is higher, plus interest
compounded annually from the Determination Date
through the Consummation Date at the prime rate of
interest of Citibank, N.A. (or such other bank as may
be selected by the Disinterested Directors), in
effect from time to time, less the aggregate amount
of any cash dividends paid, and the Fair Market Value
of any dividends paid in other than cash, on each
share of Common Stock from the Determination Date
through the Consummation Date, in an amount up to but
not exceeding the amount of interest so payable per
share of Common Stock; or
(ii) The Fair Market Value per share of
Common Stock on the Announcement Date.
(C) The aggregate amount of (x) the cash and (y)
the Fair Market Value, as of the Consummation Date, of the
consideration other than cash to be received per share by
holders of shares of any class, other than Common Stock, of
outstanding Voting Stock shall be at least equal to the
highest of the following (it being intended that the
requirements of this subparagraph (2)(C) shall be required to
be met with respect to every such class of outstanding Voting
Stock, whether or not the Interested Stockholder has
previously acquired any shares of a particular class of Voting
Stock):
-4-
<PAGE> 5
(i) (if applicable) the highest per
share price (including any brokerage commissions,
transfer taxes and soliciting dealers' fees) paid by
the Interested Stockholder for any shares of such
class of Voting Stock acquired by it within the
two-year period immediately prior to the Announcement
Date or in the transaction in which it became an
Interested Stockholder, whichever is higher, plus
interest compounded annually from the Determination
Date through the Consummation Date at the prime rate
of interest of Citibank, N.A. (or such other bank as
may be selected by the Disinterested Directors), in
effect from time to time, less the aggregate amount
of any cash dividends paid, and the Fair Market Value
of any dividends paid in other than cash, on each
share of such class of Voting Stock from the
Determination Date through the Consummation Date in
an amount up to but not exceeding the amount of
interest so payable per share of such class of Voting
Stock; or
(ii) the Fair Market Value per share of
such class of Voting Stock on the Announcement Date;
or
(iii) the highest preferential amount per
share to which the holders of shares of such class of
Voting Stock are entitled in the event of any
voluntary or involuntary liquidation, dissolution or
winding up of the corporation.
(D) After such Interested Stockholder has become
an Interested Stockholder and prior to the consummation of
such Business Combination: (x) except as approved by a
majority of the Disinterested Directors, there shall have been
no failure to declare and pay at the regular date therefor any
full quarterly dividends (whether or not cumulative) on any
outstanding Preferred Stock; (y) there shall have been (i) no
reduction in the annual rate of dividends paid on the Common
Stock (except as necessary to reflect any subdivision of the
Common Stock), except as approved by a majority of the
Disinterested Directors, and (ii) an increase in such annual
rate of dividends as necessary to reflect any reclassification
(including any reverse stock split), recapitalization,
reorganization or any similar transaction which has the effect
of reducing the number of outstanding shares of the Common
Stock,
-5-
<PAGE> 6
unless the failure so to increase such annual rate is approved
by a majority of the Disinterested Directors; and (z) such
Interested Stockholder shall have not become the beneficial
owner of any additional shares of Voting Stock except as part
of the transaction which results in such Interested
Stockholder's becoming an Interested Stockholder.
(E) After such Interested Stockholder has become
an Interested Stockholder, such interested Stockholder shall
not have received the benefit, directly or indirectly (except
proportionately as a stockholder of the corporation), of any
loans, advances, guarantees, pledges or other financial
assistance or any tax credits or other tax advantages provided
by the corporation, whether in anticipation of or in
connection with such Business Combination or otherwise.
(F) A proxy or information statement describing
the proposed Business combination and complying with the
requirements of the Securities Exchange Act of 1934 and the
rules and regulations thereunder (or any subsequent provisions
replacing such Act, rules or regulations) shall be mailed to
all stockholders of the corporation at least 30 days prior to
the consummation of such Business Combination (whether or not
such proxy or information statement is required to be mailed
pursuant to such Act or subsequent provisions).
(c) For the purposes of this Article Seventeenth:
(1) A "person" shall mean any individual, firm,
corporation or other entity.
(2) "Interested Stockholder" shall mean any person (other
than the corporation or any Subsidiary) who or which:
(A) is the beneficial owner, directly or
indirectly, of more than 10% of the voting power of the
outstanding Voting Stock; or
(B) is an Affiliate of the corporation and at any
time within the two-year period immediately prior to the date
in question was the beneficial owner, directly or indirectly,
of 10% or more of the voting power of the then-outstanding
Voting Stock; or
-6-
<PAGE> 7
(C) is an assignee of or has otherwise succeeded
to any shares of Voting Stock which were at any time within
the two-year period immediately prior to the date in question
beneficially owned by an Interested Stockholder, if such
assignment or succession shall have occurred in the course of
a transaction or series of transactions not involving a public
offering within the meaning of the Securities Act of 1933;
provided that the Trust shall not be an Interested Stockholder until such time
as the Trust shall become the beneficial owner of any shares of Voting Stock in
addition to the shares of Voting Stock of which it was the beneficial owner on
January 27, 1994; provided further that the Trust shall not become an
Interested Stockholder solely as a result of action taken solely by the
corporation that benefits all holders of Voting Stock pro rata based on their
ownership of Voting Stock.
(3) A person shall be a "beneficial owner" of any Voting
Stock:
(A) which such person or any of its Affiliates or
Associates (as hereinafter defined) beneficially owns,
directly or indirectly; or
(B) which such person or any of its Affiliates or
Associates has (x) the right to acquire (whether such right is
exercisable immediately or only after the passage of time),
pursuant to any agreement, arrangement or understanding or
upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise, or (y) the right to vote
pursuant to any agreement, arrangement or understanding; or
(C) which are beneficially owned, directly or
indirectly, by any other person with which such person or any
of its Affiliates or Associates has any agreement, arrangement
or understanding for the purpose of acquiring, holding, voting
or disposing of any shares of Voting Stock.
(4) For the purposes of determining whether a person is
an Interested Stockholder pursuant to subparagraph (2) of this
paragraph (c), the number of shares of Voting Stock deemed to be
outstanding shall include shares deemed owned through application of
subparagraph (3) of this paragraph (c), but shall not include any
other shares of Voting Stock which may be issuable pursuant to any
-7-
<PAGE> 8
agreement, arrangement, or understanding, or upon exercise of
conversion rights, warrants or options, or otherwise.
(5) "Affiliate" or "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as in effect on
January 1, 1994.
(6) "Subsidiary" means any corporation of which a
majority of any class of equity security is owned, directly or
indirectly, by the corporation; provided, however, that for the
purposes of the definition of Interested Stockholder set forth in
subparagraph (2) of this paragraph (c), the term "Subsidiary" shall
mean only a corporation of which a majority of each class of equity
security is owned, directly or indirectly, by the corporation.
(7) "Disinterested Director" means any member of the
board of directors of the corporation (the "Board") who is
unaffiliated with the Interested Stockholder and was a member of the
Board prior to the time that the Interested Stockholder became an
Interested Stockholder, and any successor of a Disinterested Director
who is unaffiliated with the Interested Stockholder and is recommended
to succeed a Disinterested Director by a majority of Disinterested
Directors then on the Board.
(8) "Fair Market Value" means: (x) in the case of stock,
the highest closing sale price during the 30-day period immediately
preceding the date in question of a share of such stock on the
Composite Tape for New York Stock Exchange-Listed Stocks, or, if such
stock is not quoted on the Composite Tape, on the New York Stock
Exchange, or, if such stock is not listed on such Exchange, on the
principal United States securities exchange registered under the
Securities Exchange Act of 1934 on which such stock is listed, or, if
such stock is not listed on any such exchange, on the National Market
System of the National Association of Securities Dealers, Inc.
Automated Quotations System, or if such stock is not quoted on the
National Market System, the highest closing bid quotation with respect
to a share of such stock during the 30-day period preceding the date
in question on the National Association of Securities Dealers, Inc.
Automated Quotations System or any system then in use, or, if no such
quotations are available, the fair market value on the date in
question of a share of such stock as determined by the Board in good
faith; and (y) in the case
-8-
<PAGE> 9
of property other than cash or stock, the fair market value of such
property on the date in question as determined by the Board in good
faith.
(9) In the event of any Business Combination in which the
corporation survives, the phrase "consideration other than cash to be
received" as used in subparagraphs (2)(A) and (2)(C) of paragraph (b)
of this Article Seventeenth shall include the shares of Common Stock
and/or the shares of any other class of outstanding Voting Stock
retained by the holders of such shares.
(d) A majority of the total number of Disinterested Directors
(whether or not there exist any vacancies in previously authorized
directorships at the time any such determination as is hereinafter in this
paragraph (d) specified is to be made by the Board) shall have the power and
duty to determine, on the basis of information known to them after reasonable
inquiry, all facts necessary to determine compliance with this Article
Seventeenth, including, without limitation, (1) whether a person is an
Interested Stockholder, (2) the number of shares of Voting Stock beneficially
owned by any person, (3) whether a person is an Affiliate or Associate of
another, (4) whether the applicable conditions set forth in subparagraph (2) of
paragraph (b) have been met with respect to any Business Combination, and (5)
whether the assets which are the subject of any Business Combination have, or
the consideration to be received for the issuance or transfer of securities by
the corporation or any subsidiary in any Business Combination has, an aggregate
Fair Market Value of $25,000,000 or more.
(e) Nothing contained in this Article Seventeenth shall be
construed to relieve any Interested Stockholder from any fiduciary obligation
imposed by law.
(f) Unless extended pursuant to Article Twelfth of this Restated
Certificate of Incorporation, the provisions of this Article Seventeenth shall
expire and no longer be of any effect after 12 noon, Central time, on January
28, 1999.
SECOND: That thereafter, pursuant to a resolution of the Board of
Directors of the Corporation, an annual meeting of stockholders of the
Corporation was duly called and held, upon notice in accordance with Section
222 of the General Corporation Law of the State of Delaware, at which meeting
the
-9-
<PAGE> 10
necessary number of shares as required by statute were voted in favor of the
amendment.
THIRD: That said amendment was duly adopted in accordance with the
applicable provisions of section 242 of the General Corporation Law of the
State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Stanley A. Rabin, its President, and attested by David M. Sudbury,
its Secretary this 1st day of February, 1994.
COMMERCIAL METALS COMPANY
By: /s/ STANLEY A. RABIN
-----------------------------------
Stanley A.Rabin
President
ATTEST:
By: /s/ DAVID M. SUDBURY
---------------------------
David M. Sudbury
Secretary
-10-
<PAGE> 1
EXHIBIT (3)(i)b
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
COMMERCIAL METALS COMPANY
COMMERCIAL METALS COMPANY, a corporation organized and existing under
the General Corporation Law of the State of Delaware (the "corporation"), DOES
HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation, at a meeting
duly held, adopted resolutions setting forth the following amendment to the
Corporation's Restated Certificate of Incorporation, declaring this amendment
to be advisable and designating the next annual meeting of the stockholders of
the Corporation for consideration thereof:
The first paragraph of the present Article Fourth of the Corporation's
Restated Certificate of Incorporation shall be replaced in its entirety by the
following paragraph with the remainder of the present Article Fourth remaining
unchanged:
FOURTH. The aggregate number of shares of capital stock which the
corporation shall have authority to issue is Forty Two Million
(42,000,000) of which Forty Million (40,000,000) shares shall be
Common Stock at the Par Value of Five Dollars ($5.00) per share and
Two Million (2,000,000) shares shall be Preferred Stock of the Par
Value of One Dollar ($1.00) per share.
SECOND: That thereafter, pursuant to a resolution of the Board of
Directors of the Corporation, an annual meeting of stockholders of the
Corporation was duly called and held, upon notice in accordance with Section
222 of the General Corporation Law of the State of Delaware, at which meeting
necessary number of shares as required by statute were
<PAGE> 2
voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
applicable provisions of Section 242 of the General Corporation Law of the
State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Stanley A. Rabin, its President, and attested by David M. Sudbury,
its Secretary this 17th day of February, 1995.
COMMERCIAL METALS COMPANY
By: /s/ Stanley A. Rabin
-----------------------------------
Stanley A. Rabin
President
ATTEST:
By: /s/ David M. Sudbury
--------------------------
David M. Sudbury
Secretary
<PAGE> 1
EXHIBIT 11
COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CALCULATION OF PRIMARY AND FULLY DILUTED EARNINGS PER SHARE*
(In thousands except share data)
<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31,
------------------------------------
1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
Net earnings $38,208 $26,170 $21,661
Weighted average number
of shares outstanding 14,895,475 14,649,810 10,835,246
Dilutive effect of stock option and
purchase plans, after application
of treasury stock method 255,597 306,669 280,378
Adjustment for December 1993
four-for-three stock split 3,705,208
Shares used in calculating primary
net earnings per share 15,151,072 14,956,479 14,820,832
---------- ---------- ----------
Net earnings per share $2.52 $1.75 $1.46
========== ========== ==========
</TABLE>
*Fully diluted earnings per share are identical to primary earnings
per share.
<PAGE> 1
EXHIBIT 21
SUBSIDIARIES OF THE COMPANY
AS OF AUGUST 31, 1995
<TABLE>
<CAPTION>
JURISDICTION OF PERCENTAGE
NAME OF SUBSIDIARY INCORPORATION OWNED
------------------ --------------- ----------
<S> <C> <C>
CMC (Australia) Pty., Limited Australia 100
CMC Comercio de Metias, Ltda. Brazil 100
CMC Concrete Accessories, Inc. Texas 90
CMC Fareast Limited Hong Kong 100
CMC Finanz A.G. Switzerland 100
CMC Information Systems, Inc. Texas 100
CMC International (S.E. Asia) Pte., Limited Singapore 100
CMC Oil Company Texas 100
CMC Process Products, Inc. Texas 100
CMC Steel Holding Company Delaware 100
CMC Steel Fabricators, Inc. Texas 100
CMC Trading A.G. Switzerland 100
CMC (UK) Limited England 100
CSC Engineering, Inc. Texas 100
Cometals China, Inc. Texas 100
Cometals Far East, Inc. Texas 100
Cometals, Inc. New York 100
Cometals International, S.A. Belgium 100
Commercial Metals - Austin Inc. Texas 100
Commercial Metals Company, Holding A.G. Switzerland 100
Commercial Metals Overseas Export (FSC) Corp. US Virgin Islands 100
Commercial Metals Railroad Salvage Company Texas 100
Commercial Metals SF/JV Company Tennessee 100
Commonwealth Metal Corporation New Jersey 100
Daltrading Limited Switzerland 100
Enterprise Metal Corporation New York 100
Howell Metal Company Virginia 100
Mini-Mill Consultants, Inc. Texas 100
Owen Electric Steel Company of South Carolina South Carolina 100
Owen Industrial Products, Inc. South Carolina 100
Owen Joist Corporation South Carolina 100
Owen Joist of Florida, Inc. Florida 100
Owen of Georgia, Inc. Georgia 100
Owen Steel Company of Florida Florida 100
Owen Steel Company of N.C., Inc. North Carolina 100
Owen Supply Company, Inc. South Carolina 100
Regency Advertising Agency, Inc. Texas 100
SMI-Owen Steel Company, Inc. South Carolina 100
SMI Steel Inc. Alabama 100
Structural Metals, Inc. Texas 100
Zenith Finance and Construction Company Texas 100
</TABLE>
<PAGE> 1
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement Nos.
033-61073 and 033-61075 of Commercial Metals Company on Form S-8 of our report
dated October 18, 1995, appearing in the Annual Report on Form 10-K of
Commercial Metals Company for the year ended August 31, 1995.
/s/ DELOITTE & TOUCHE LLP
Dallas, Texas
November 27, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1995
<PERIOD-START> SEP-01-1994
<PERIOD-END> AUG-31-1995
<CASH> 21,018
<SECURITIES> 0
<RECEIVABLES> 273,400
<ALLOWANCES> 4,743
<INVENTORY> 208,114
<CURRENT-ASSETS> 534,105
<PP&E> 456,705
<DEPRECIATION> 246,966
<TOTAL-ASSETS> 748,103
<CURRENT-LIABILITIES> 268,382
<BONDS> 158,004
<COMMON> 80,663
0
0
<OTHER-SE> 222,501
<TOTAL-LIABILITY-AND-EQUITY> 748,103
<SALES> 2,107,426
<TOTAL-REVENUES> 2,116,779
<CGS> 1,892,540
<TOTAL-COSTS> 1,892,540
<OTHER-EXPENSES> 149,901
<LOSS-PROVISION> 1,084
<INTEREST-EXPENSE> 15,246
<INCOME-PRETAX> 58,008
<INCOME-TAX> 19,800
<INCOME-CONTINUING> 38,208
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 38,208
<EPS-PRIMARY> 2.52
<EPS-DILUTED> 0
</TABLE>
