UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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Soliciting Material Pursuant to §240.14a-12 |
COMMERCIAL METALS COMPANY
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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COMMERCIAL METALS COMPANY RECEIVES NOTICE OF
INTENTION TO NOMINATE DIRECTORS
Irving, Texas, October 19, 2011 Commercial Metals Company (NYSE: CMC) today announced that it
has received notice from Carl Icahn, and affiliated entities, of their intention to nominate three
candidates for election to Commercial Metals Companys Board of Directors at the Companys 2012
Annual Meeting. The notice also contains the intention to make certain proposals at the Annual
Meeting. Mr. Icahn and certain of his affiliated entities own shares representing beneficial
ownership of approximately 9.98% of the Companys outstanding shares in the aggregate.
The Nominating and Corporate Governance Committee of the Board will review these nominations and
the Board will make a recommendation that it believes is in the best interests of all of its
stockholders. The Companys Board of Directors currently has 11 members and a class of three
directors will stand for election at the Annual Meeting.
Joe Alvarado, President and CEO, said: Our Board and management team always welcome constructive
dialogue with stockholders and we regularly review all options for generating and delivering value.
In what continues to be a challenging environment for the entire steel industry, we have
taken aggressive steps to improve operational and financial performance regardless of market
conditions.
Noting that Commercial Metals Company has significantly strengthened its Board with the addition of
four new directors over the last two years, Alvarado added, We have a strong, independent and
experienced Board committed to acting in the best interests of all stockholders, and our new
management team is focused on our strategy and executing on performance improvement initiatives.
In addition to a previously announced realignment of our Americas operations, we have lowered our
overall cost structure, restructured our fabrication business and announced the exit of certain
non-core businesses, including most recently our Croatian operations. We have a strong platform in
place and are confident in our future prospects.
About Commercial Metals Company
Commercial Metals Company and subsidiaries manufacture, recycle and market steel and metal
products, related materials and services through a network including steel minimills, steel
fabrication and processing plants, construction-related product warehouses, a copper tube mill,
metal recycling facilities and marketing and distribution offices in the United States and in
strategic international markets.
Forward-Looking Statements
This news release contains forward-looking statements regarding the outlook for the Companys
financial results including net earnings (loss), operating profit (loss), economic conditions,
credit availability, product pricing and demand, currency valuation, production rates, interest
rates, inventory levels, margins, acquisitions, construction and operation of new facilities,
general market conditions and closure costs. These forward-looking statements generally can be
identified by phrases such as we, the company or its management expects, anticipates,
believes, estimates, intends, plans to, ought, could, will, should, likely,
appears, projects, forecasts, outlook, or other similar words or phrases. There are
inherent risks and uncertainties in any forward-looking statements. Variances will occur and some
could be materially different from our current opinion.
Developments that could impact the Companys expectations include the following: absence of global
economic recovery or possible recession relapse; solvency of financial institutions and their
ability or
willingness to lend; success or failure of governmental efforts to stimulate the
economy, including restoring credit availability and confidence in a recovery; continued sovereign
debt problems within the euro zone and other foreign zones; customer non-compliance with contracts;
construction activity or lack thereof; decisions by governments affecting the level of steel
imports, including tariffs and duties; claims litigation and settlements; difficulties or delays in
the execution of construction contracts resulting in cost overruns or contract disputes;
unsuccessful or delayed implementation of new technology; metals pricing over which the Company
exerts little influence; increased capacity and product availability from competing steel minimills
and other steel suppliers, including import quantities and pricing; execution of cost minimization
strategies; ability to retain key executives; court decisions and regulatory rulings; industry
consolidation or changes in production capacity or utilization; global factors, including political
and military uncertainties; currency fluctuations; interest rate changes; availability and pricing
of raw material including scrap metal and energy, insurance and supply prices; passage of new, or
interpretation of existing, environmental laws and regulations; severe weather, especially in
Poland; and the pace of overall economic activity, particularly in China.
Important Additional Information
Commercial Metals Company (CMC), its directors and certain of its executive officers may be
deemed to be participants in the solicitation of proxies from CMC stockholders in connection with
the matters to be considered at CMCs 2012 annual meeting of stockholders. CMC intends to file a
proxy statement with the U.S. Securities and Exchange Commission (the SEC) in connection with any
such solicitation of proxies from CMC stockholders. CMC STOCKHOLDERS ARE STRONGLY ENCOURAGED TO
READ ANY SUCH PROXY STATEMENT AND ACCOMPANYING PROXY CARD WHEN THEY BECOME AVAILABLE AS THEY WILL
CONTAIN IMPORTANT INFORMATION. Information regarding the ownership of CMCs directors and executive
officers in CMC stock, restricted stock and options is included in their SEC filings on Forms 3, 4
and 5, which can be found at the CMCs website (www.cmc.com) in the section Investor Relations.
More detailed information regarding the identity of potential participants, and their direct or
indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and
other materials to be filed with the SEC in connection with CMCs 2012 annual meeting of
stockholders. Information can also be found in CMCs Annual Report on Form 10-K for the year ended
August 31, 2010, filed with the SEC on October 29, 2010. Stockholders will be able to obtain any
proxy statement, any amendments or supplements to the proxy statement and other documents filed by
CMC with the SEC for no charge at the SECs website at www.sec.gov. Copies will also be available
at no charge at CMCs website at www.cmc.com or by writing to CMC at 6565 N. MacArthur Blvd., Suite
800, Irving, Texas 75039, Attn: Corporate Secretary.
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