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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Commercial Metals Company
Common Stock
201723 10 3
December 31, 2003
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1 (b)
x Rule 13d-1 (c)
o Rule 13d-1 (d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).
| 13G | ||||||
| CUSIP No. 201723 10 3 | Page 2 of 6 | |||||
| 1. | Name of Reporting Person: Moses Feldman |
I.R.S. Identification Nos. of above persons (entities only): |
||||
| 2. | Check the Appropriate Box if a Member of a Group: | |||||
| (a) | o | |||||
| (b) | o | |||||
| 3. | SEC Use Only: | |||||
| 4. | Citizenship or Place of Organization: U. S. A. |
|||||
| Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
| 5. | Sole Voting Power: 119,038 | |||||
| 6. | Shared Voting Power: 2,983,596 | |||||
| 7. | Sole Dispositive Power: 119,038 | |||||
| 8. | Shared Dispositive Power: 2,983,596 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 3,102,634* |
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
| 11. | Percent of Class Represented by Amount in Row (9): 10.9%* | |||||
| 12. | Type of Reporting Person: IN | |||||
| * | Includes (i) 100,000 shares of common stock owned of record by Moses Feldman, (ii) options to purchase 19,038 shares of common stock that are exercisable within 60 days of December 31, 2003, (iii) 1,167,382 shares of common stock owned by the Marital Trust under the Trust Indenture created by the Will of Jacob Feldman of which Moses Feldman is one of four trustees, (iv) 554,000 shares of common stock owned by Feldman Interests, Ltd., a family limited partnership of which Moses Feldman is the managing partner and (v) 1,262,214 shares of common stock owned by The Feldman Foundation, a Texas non-profit corporation, of which Moses Feldman is one of three directors. Moses Feldman disclaims beneficial ownership as to all shares held by The Feldman Foundation and the Marital Trust, as well as to 426,580 of the 554,000 shares held by Feldman Interests, Ltd. |
| CUSIP No. 201723 10 3 | Page 3 of 6 |
Introductory Note
This Amendment No. 3 to Schedule 13G (this “Amendment”) amends the Schedule 13G filed by Moses Feldman with the Securities and Exchange Commission (“SEC”) on March 13, 1998 relating to the common stock of Commercial Metals Company, as amended by Amendment No. 1 to Schedule 13G filed with the SEC on September 24, 2003 and Amendment No. 2 to Schedule 13G filed with the SEC on the same day that this Amendment is being filed (as previously amended, the “Filing”). The main purpose of this Amendment is to amend and restate the information contained in Item 4 of the Filing to reflect additional ownership information as of December 31, 2003.
Item 1(a)
|
Name of Issuer: | |
| Commercial Metals Company | ||
Item 1(b)
|
Address of Issuer’s Principal Executive Offices: | |
| 6565 N. MacArthur Blvd., Suite 800 | ||
| Irving, Texas 75039 | ||
Item 2(a)
|
Name of Person Filing: | |
| Moses Feldman | ||
Item 2(b)
|
Address of Principal Business Office: | |
| 841 Andorra Road | ||
| Lafayette Hill, PA 19444 | ||
Item 2(c)
|
Citizenship: | |
| U. S. A. | ||
Item 2(d)
|
Title of Class of Securities: | |
| Common Stock | ||
Item 2(e)
|
CUSIP No: | |
| 201723 10 3 |
| CUSIP No. 201723 10 3 | Page 4 of 6 |
| Item 3 | Status of Person Filing: | |||||
| (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||||
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||||
| (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||||
| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||||
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||||
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||||
| (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||||
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||
| (i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||||
| (j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | ||||
| Item 4 | Ownership: | |||||
| (a) | Amount beneficially owned: 3,102,634* | |||||
| (b) | Percent of Class: 10.9%* | |||||
| (c) | Number of shares as to which each person has: | |||||
| (i) | sole power to vote or to direct the vote: 119,038 | |||||
| (ii) | shared power to vote or to direct the vote: 2,983,596 | |||||
| (iii) | sole power to dispose or to direct the disposition of: 119,038 | |||||
| (iv) | shared power to dispose or to direct the disposition of: 2,983,596 | |||||
| * | Includes (i) 100,000 shares of common stock owned of record by Moses Feldman, (ii) options to purchase 19,038 shares of common stock that are exercisable within 60 days of December 31, 2003, (iii) 1,167,382 shares of common stock owned by the Marital Trust under the Trust Indenture created by the Will of Jacob Feldman of which Moses Feldman is one of four trustees, (iv) 554,000 shares of common stock owned by Feldman Interests, Ltd., a family limited partnership of which Moses Feldman is the managing partner and (v) 1,262,214 shares of common stock owned by The Feldman Foundation, a Texas non-profit corporation, of which Moses Feldman is one of three directors. Moses Feldman disclaims beneficial ownership as to all shares held by The Feldman Foundation and the Marital Trust, as well as to 426,580 of the 554,000 shares held by Feldman Interests, Ltd. |
| CUSIP No. 201723 10 3 | Page 5 of 6 |
Item 5
|
Ownership of 5% or Less of a Class: | |
| Not applicable. | ||
Item 6
|
Ownership of More than 5% on Behalf of Another Person: | |
| Not applicable. | ||
Item 7
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: | |
| Not applicable. | ||
Item 8
|
Identification and Classification of Members of the Group: | |
| Not applicable. | ||
Item 9
|
Notice of Dissolution of Group: | |
| Not applicable. | ||
Item 10
|
Certification: | |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
| CUSIP No. 201723 10 3 | Page 6 of 6 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: June 14, 2004 |
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| /s/ Moses Feldman | ||
| Moses Feldman |