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FORM 8-A/A
AMENDMENT NO. 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE
ACT OF 1934
COMMERCIAL METALS COMPANY
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 75-0725338
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(STATE OF INCORPORATION OR ORGANIZATION) I.R.S. EMPLOYER
I.D. NUMBER
7800 STEMMONS FREEWAY, DALLAS, TEXAS 75247
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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COMMON STOCK, $5.00 NEW YORK STOCK EXCHANGE, INC.
PAR VALUE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
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(TITLE OF CLASS)
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"Item 1. Description of the Registrant's Securities to be Registered"
of the Registration Statement on Form 8-A filed by Commercial Metals Company
(the "Registrant") with the Securities and Exchange Commission on June 18, 1982
covering its shares of Common Stock, par value $5.00 per share, is amended to
read in its entirety as follows:
"Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED.
COMMON STOCK
The Registrant is authorized to issue 40,000,000 shares of
Common Stock, par value $5.00 per share ("Common Stock"). Except as
otherwise required by law, the holders of Common Stock are entitled to
one vote per share on all matters to be voted on by the stockholders
of the Registrant, including the election of directors. The holders
of Common Stock do not have cumulative voting rights.
Dividends may be paid to holders of Common Stock when, as and
if declared by the Board of Directors out of funds legally available
therefor.
Holders of Common Stock have no conversion, redemption or
preemptive rights. All outstanding shares of Common Stock are validly
issued, fully paid and non-assessable. In the event of any
liquidation, dissolution or winding-up of the Registrant, holders of
Common Stock are entitled to share ratably in the assets remaining
after provision for payment of creditors and after the liquidation
preference of any preferred stock outstanding at the time.
The Common Stock is presently listed and traded on the New
York Stock Exchange.
PREFERRED STOCK
The Registrant is authorized to issue preferred stock from
time to time, in one or more series with such rights, preferences,
privileges and restrictions, including dividend rights, voting rights,
conversion rights, terms of redemption and liquidation preferences as
may be fixed or designated by the Board of Directors without any
further vote or action by the stockholders. Under certain
circumstances, the issuance of preferred stock may discourage or make
more difficult a merger, tender offer, other business combination or
proxy contest, the assumption of control by a holder of a large block
of the Registrant's securities or the removal of incumbent management
even if such event were favorable to the interests of stockholders.
The Board of Directors of the Registrant, without stockholder
approval, may issue Preferred Stock with voting and conversion rights
and dividends and liquidation preferences
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which could adversely affect the holders of Common Stock. As of the
date hereof, there are no shares of preferred stock outstanding.
CERTAIN PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND BYLAWS
The Certificate of Incorporation of the Registrant (the
"Certificate") and Bylaws of the Registrant contain certain
provisions that may delay, defer or prevent a change in
control of the Registrant and make removal of management of the
Registrant more difficult.
In general, the Certificate contains certain procedural
provisions that:
(i) classify the Board of Directors into three classes of
directors as nearly equal in number as possible, each of which
will serve for three years, with one class of directors being
elected each year:
(ii) provide that directors may be removed only for cause
(generally defined to include conviction of a felony, failure
to attend 12 consecutive Board meetings, or negligence or
misconduct in the performance of the duties of a director) and
only with the approval of the holders of at least a majority
of the voting power of the then-outstanding shares of the
Registrant's capital stock entitled to vote generally in the
election of directors (the "Voting Stock");
(iii) provide that only a majority of the authorized
directors then in office may, from time to time, establish the
number of directors which shall constitute the entire Board;
(iv) provide that any vacancy on the Board may be filled
by the majority vote of the remaining directors then in
office, though less than a quorum;
(v) require that stockholder action be taken at an annual
or special meeting of the stockholders and prohibit
stockholder action by written consent;
(vi) provide that special meetings of stockholders may be
called only by the Board pursuant to a resolution adopted by a
majority of the entire Board, by stockholders owning not less
than a majority of the Voting Stock or by The Jacob Feldman
and Sara B. Feldman Grantor Trust Dated September 24, 1985 and
the
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trustees of that trust as long as the Trust owns at least 10%
of the voting stock; and
(vii) require the affirmative vote of the holders of at
least 70% of the Voting Stock to alter, amend, repeal or adopt
any provision inconsistent with any of the foregoing
provisions.
The Certificate also contains certain "fair price provisions"
designed to provide safeguards for stockholders when an "interested
stockholder" (defined as a stockholder owning 10% or more of the
Voting Stock or its affiliate or associate attempts to effect a
"business combination" with the Registrant. The term "business
combination" includes (i) any merger or consolidation of the
Registrant involving the interested stockholder or an affiliate of the
interested stockholder, (ii) certain dispositions of assets of the
Registrant having an aggregate fair market value of $25 million or
more to the interested stockholder or an affiliate of the interested
stockholder, (iii) any issuance of securities of the Registrant to the
interested stockholder having an aggregate fair market value of $25
million or more, (iv) the adoption of any plan of liquidation or
dissolution of the Registrant by or on behalf of the interested
stockholder or an affiliate of the interested stockholder and (v) any
reclassification of securities of the Registrant having the effect of
increasing the proportionate share of ownership of the interested
stockholder or an affiliate of the interested stockholder. In
general, a business combination between the Registrant and the
interested stockholder must be approved by the affirmative vote of 70%
of the outstanding Voting Stock, excluding Voting Stock owned by such
interested stockholder, unless the transaction is approved by a
majority of the members of the Board of Directors continuing in office
who are not affiliated with the interested stockholder and were
directors before the interested stockholder became an interested
stockholder, and certain minimum price and form of consideration
requirements are satisfied. See also "Delaware Law."
The foregoing provisions, together with the ability of the
Board to issue preferred stock without further stockholder action,
could delay or frustrate the removal of incumbent directors or the
assumption of control by the holder of a large block of the Common
Stock even if such removal or assumption would be beneficial, in the
short term, to stockholders of the Registrant. The provisions could
also discourage or make more difficult a merger, tender offer, other
business combination or proxy contest the assumption of control by a
holder of a large block of the Registrant's securities or the removal
of incumbent management, even if such event would be favorable to the
interests of stockholders.
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The Certificate generally provides that, to the fullest extent
permitted by Delaware law, no director shall be liable to the
Registrant or its stockholders for monetary damages for breach of
certain fiduciary duties as a director. The effect of this provision
is to restrict the rights of the Registrant and its stockholders
(through stockholders' derivative suits on behalf of the Registrant)
to recover monetary damages against a director for breach of certain
fiduciary duties as a director, except that a director will be
personally liable for (i) acts or omissions not in good faith which
involve intentional misconduct or a knowing violation of law, (ii) the
payment of dividends or redemption or purchase of stock in violation
of the Delaware General Corporation Law, (iii) any breach of the duty
of loyalty to the Registrant or its stockholders, or (iv) any
transaction from which the director derived an improper personal
benefit.
DELAWARE LAW
Certain provisions of Delaware law could make more difficult
the acquisition of the Registrant by means of a tender offer, a proxy
contest or otherwise and the removal of incumbent officers and
directors. These provisions are expected to discourage certain types
of coercive takeover practices and inadequate takeover bids and to
encourage persons seeking to acquire control of the Registrant to
first negotiate with the Registrant. The Registrant believes that the
benefits of increased protection of the Registrant's potential ability
to negotiate with the proponent of an unfriendly or unsolicited
proposal to acquire or restructure the Registrant outweigh the
disadvantages of discouraging such proposals because, among other
things, negotiation of such proposals could result in an improvement
of their terms.
The Registrant is subject to the provisions of Section 203 of
the Delaware General Corporation Law. In general, the statute
prohibits a publicly held Delaware corporation from engaging in a
"business combination" with an "interested stockholder" for a period
of three years after the date that the person became an interested
stockholder unless (i) prior to the date of the business combination,
the transaction is approved by the Board of Directors of the
Registrant, (ii) upon consummation of the transaction which resulted
in the stockholder becoming an interested stockholder, the interested
stockholder owns at least 85% of the outstanding voting stock, or
(iii) on or after such date, the business combination is approved by
the Board of Directors and by the affirmative vote of at least 66 2/3%
of the outstanding voting stock which is not owned by the interested
stockholder. Generally, a "business combination" includes a merger,
asset or stock sale, or other transaction resulting in a financial
benefit to the stockholder. Generally, an "interested stockholder" is
a person who, together with affiliates and associates, owns (or within
three years prior, did own) 15% or more of the corporation's voting
stock.
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TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common Stock is
Chemical Shareholder Services Group, Inc."
* * * * *
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
Date: July 17, 1995 COMMERCIAL METALS COMPANY
By: /s/ STANLEY A. RABIN
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Stanley A. Rabin, President and Chief
Executive Officer
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