SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.5)*
Commercial Metals Company
(Name of Issuer)
Common Stock, Par Value $0.01
(Title of Class of Securities)
201723103
(CUSIP Number)
Keith Schaitkin, Esq.
General Counsel
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 2, 2011
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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).
SCHEDULE 13D
Item 1. Security and Issuer
This statement constitutes Amendment No. 5 to the Schedule 13D relating to
the Common Stock, par value $0.01 (the "Shares"), issued by Commercial Metals
Company (the "Issuer"), and hereby amends the Schedule 13D filed with the
Securities and Exchange Commission on July 28, 2011, as amended by Amendment No.
1 filed with the Securities and Exchange Commission on September 1, 2011,
Amendment No. 2 filed with Securities and Exchange Commission on October 19,
2011, Amendment No. 3 filed with the Securities and Exchange commission on
November 28, 2011 and Amendment No. 4 filed with the Securities and Exchange
commission on November 28, 2011 (together, the "Schedule 13D"), on behalf of the
Reporting Persons (as defined in the Schedule 13D), to furnish the additional
information set forth herein. All capitalized terms contained herein but not
otherwise defined shall have the meanings ascribed to such terms in the
Schedule13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by the addition of the
following:
On December 2, 2011, the Reporting Persons delivered a letter to the Board
of Directors of the Issuer. The letter is incorporated herein and attached
hereto as Exhibit 1.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Letter to Board of Directors, dated December 2, 2011
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: December 2, 2011
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
By: /s/ Dominick Ragone
--------------------
Name: Dominick Ragone
Title: Chief Financial Officer
/s/ Carl C. Icahn
--------------------
CARL C. ICAHN
[Signature Page of Schedule 13D Amendment No. 5 - Commercial Metals Company]
Exhibit 1
---------
CARL C. ICAHN
December 2, 2011
Board of Directors
Commercial Metals Company
6565 North MacArthur Boulevard, Suite 800
Irving, Texas 75039
Ladies and Gentlemen:
On Monday, we informed you and publicly announced that Icahn Enterprises LP
would purchase Commercial Metals Company at $15 per share, in cash, without any
financing or due diligence conditions. Disappointingly, it is Friday afternoon,
the week is over, and we have still not heard from you.
We are sure that you are keenly aware that since our announcement, over 22
million of the Company's shares have traded. This represents over 19% of the
Company's outstanding shares, and is 200% higher than the average weekly trading
volume over the past 52 weeks. To allow your shareholders to trade such heavy
volumes without responding to our offer is completely irresponsible - but wholly
consistent with the pattern of irresponsibility demonstrated by the Company over
the years.
Icahn Enterprises (which currently has, on a consolidated basis, $22.4 billion
of assets, including in excess of $13 billion in liquid assets, which are cash
and marketable securities) made a legitimate offer to acquire your Company, and
to be clear, we continue to be immediately ready to meet with you to document
the transaction. We are not asking for any due diligence or financing
conditions. All that we are asking is that you allow your shareholders to decide
if they wish to sell their company.
We have received a number of inquiries from shareholders this week, as we are
sure you have too. Shareholders deserve an answer; it is incumbent on this Board
to respond to our offer. To that end, if you continue to disregard your duties
and have not contacted us by 9:00 a.m., New York City time, on Monday, December
5, 2011, to schedule a meeting to discuss our offer, please be forewarned that
we intend to take matters into our own hands.
Carl C. Icahn