10-K/A 1 d10750ae10vkza.txt AMENDMENT NO. 1 TO FORM 10-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 10-K/A (AMENDMENT NO. 1) (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED AUGUST 31, 2003 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 1-4304 COMMERCIAL METALS COMPANY (Exact name of registrant as specified in its charter) DELAWARE 75-0725338 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 6565 MACARTHUR BLVD. IRVING, TEXAS 75039 (Address of principal executive offices) (Zip Code) (214) 689-4300 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED ------------------- ----------------------------------------- Common Stock, $5 par value New York Stock Exchange Rights to Purchase Series A New York Stock Exchange Preferred Stock 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 (Section 229.405 of this chapter) is not contained herein, and will not be contained herein, 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. [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [X] No [ ] The aggregate market value of the common stock on November 18, 2003 held by non-affiliates of the registrant, based on the closing price of $23.72 per share on November 18, 2003 on the New York Stock Exchange, was approximately $607,042,430. (For purposes of determination of this amount, only directors, executive officers, and 10% or greater stockholders have been deemed affiliates.) The number of shares outstanding of common stock as of November 18, 2003 was 28,315,855. 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 stockholders to be held January 22, 2004 --Part III ================================================================================ EXPLANATORY NOTE This Amendment No. 1 on Form 10-K/A amends "Part II, Item 5 -- Market for Registrant's Common Equity and Related Stockholder Matters" of the Annual Report on Form 10-K filed by Commercial Metals Company on November 24, 2003 and corrects the information contained in the table under the caption "Equity Compensation Plans." PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS MARKET AND DIVIDEND INFORMATION The table below summarizes the high and low sales prices reported on the New York Stock Exchange for our common stock and the quarterly cash dividends we paid for the past two fiscal years. The amounts set forth below have been adjusted to reflect a two-for-one stock split in the form of a stock dividend on our common stock effective June 28, 2002.

PRICE RANGE OF COMMON STOCK --------------------------------------------------------------------------- 2002 FISCAL QUARTER HIGH LOW CASH DIVIDENDS --------------- --------------- --------------- --------------- 1st $ 16.50 $ 12.25 6.5 (cents) 2nd 18.40 16.33 6.5 (cents) 3rd 23.99 18.00 6.5 (cents) 4th 24.88 16.97 8 (cents)

PRICE RANGE OF COMMON STOCK --------------------------------------------------------------------------- 2003 FISCAL QUARTER HIGH LOW CASH DIVIDENDS --------------- --------------- --------------- --------------- 1st $ 19.92 $ 15.70 8 (cents) 2nd 17.21 13.75 8 (cents) 3rd 18.79 12.79 8 (cents) 4th 19.94 16.80 8 (cents)

Since 1982, our common stock has been listed and traded on the New York Stock Exchange. From 1959 until the NYSE listing in 1982, our common stock was traded on the American Stock Exchange. The number of shareholders of record of our common stock at November 14, 2003, was approximately 2,578. 3 EQUITY COMPENSATION PLANS Information about our equity compensation plans as of August 31, 2003 that were either approved or not approved by our stockholders is as follows (number of shares in thousands):

A. B. C. NUMBER OF SECURITIES REMAINING FOR FUTURE NUMBER OF SECURITIES TO BE WEIGHTED-AVERAGE ISSUANCE UNDER EQUITY ISSUED UPON EXERCISE OF EXERCISE PRICE OF COMPENSATION PLANS OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, (EXCLUDING SECURITIES PLAN CATEGORY WARRANTS AND RIGHTS WARRANTS AND RIGHTS REFLECTED IN COLUMN (A) ----------------------------- -------------------------- ------------------------- ------------------------- Equity compensation plans 4,092 $ 14.46 2,232 approved by security holders Equity compensation plans not approved by security holders 0 0 0 TOTAL 4,092 $ 14.46 2,232

4 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/ William B. Larson ----------------------------------- By: William B. Larson Vice President and Chief Financial Officer Date: November 26, 2003 5 INDEX TO EXHIBITS

EXHIBIT NO. DESCRIPTION ----------- ----------- 31a Certification of Stanley A. Rabin, Chairman of the Board, President and Chief Executive Officer of Commercial Metals Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). 31b Certification of William B. Larson, Vice President and Chief Financial Officer of Commercial Metals Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). 32a Certification of Stanley A. Rabin, Chairman of the Board, President and Chief Executive Officer of Commercial Metals Company, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). 32b Certification of William B. Larson, Vice President and Chief Financial Officer of Commercial Metals Company, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

6