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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year Ended Commission File Number
August 31, 1995 1-4304
COMMERCIAL METALS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 75-0725338
(State of Incorporation) (I.R.S. Employer
Identification No.)
7800 Stemmons Freeway
Dallas, Texas 75247
Telephone: (214) 684-4300
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $5.00 per share
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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
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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.
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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 documents are incorporated by reference into the
listed Part of Form 10-K:
Registrant's Proxy Statement for the annual meeting of shareholders to be held
January 25, 1996 -- Part III.
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COMMERCIAL METALS COMPANY
INDEX TO FORM 10-K/A, AMENDMENT NO. 1
<TABLE>
<CAPTION>
Page
Number
<S> <C> <C>
Part I.
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Item 1. Business *
Item 2. Properties *
Item 3. Legal Proceedings *
Item 4. Submission of Matters to a Vote of Security Holders *
Part II. *
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Item 5. Market for Registrant's Common Equity and Related Stockholder Matters *
Item 6. Selected Financial Data *
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations *
Item 8. Financial Statements and Supplemental Data *
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure *
Part III. *
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Item 10. Directors and Executive Officers of the Registrant *
Item 11. Executive Compensation *
Item 12. Security Ownership of Certain Beneficial Owners and Management *
Item 13. Certain Relationships and Related Transactions *
Part IV. *
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Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 3
</TABLE>
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* Not amended.
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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. (1)
Valuation and qualifying accounts (Schedule VIII). (1)
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 required to be filed by Item 601
of Regulation S-K:
(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. (1)
(3)(i)b- Certificate of Amendment of Restated Certificate of
Incorporation dated February 17, 1995. (1)
(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
herein 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. (1)
(21) Subsidiaries of Registrant. (1)
(23) Independent Auditors' consent to incorporation by reference
into previously filed Registration Statements No. 033-61073 and No.
033-61075 on Form S-8 and No. 033-60809 on Form S-3 of reports dated
October 18, 1995 accompanying the consolidated financial statements of
Commercial Metals Company and Subsidiaries for the year ended August 31,
1995.
(27) Financial Data Schedule. (1)
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the last quarter
covered by this report.
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(1) Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended August 31, 1995.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934 the Registrant has caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
COMMERCIAL METALS COMPANY
By: /s/ Lawrence A. Engels
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Lawrence A. Engels
Vice President, Treasurer and
Chief Financial Officer
Date: July 30, 1997
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EXHIBIT INDEX
EXHIBIT
23 Independent Auditors' consent to incorporation by reference into
previously filed Registration Statements No. 033-61073 and No.
033-61075 on Form S-8 and No. 033-60809 on Form S-3 of reports
dated October 18, 1995 accompanying the consolidated financial
statements of Commercial Metals Company and Subsidiaries for the
year ended August 31, 1995.
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EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statements Nos.
33-60809 on Form S-3 and 033-61073 and 033-61075 on Form S-8 of Commercial
Metals Company of our reports dated October 18, 1995, appearing in the Annual
Report of Form 10-K of Commercial Metals Company for the year ended August 31,
1995.
Deloitte & Touche LLP
Dallas, Texas
July 29, 1997
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