COMMERCIAL METALS CO (Form: 8-K, Received: 04/11/2011 16:55:14)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) April 6, 2011

Commercial Metals Company

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)


1-4304		75-0725338

(Commission File Number)		(IRS Employer Identification No.)


6565 N. MacArthur Blvd. Irving, Texas		75039

(Address of Principal Executive Offices)		(Zip Code)

(214) 689-4300
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):


o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 o CFR 240.14d-2(b))


o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 o CFR 240.13e-4(c))


Item 5.02		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective April 6, 2011, Joseph Alvarado, Executive Vice President and Chief Operating Officer of Commercial Metals Company (the “Company”), was appointed President and Chief Operating Officer of the Company. Murray R. McClean, who had served in the role of President of the Company in addition to his roles as the Company’s Chairman and Chief Executive Officer prior to Mr. Alvarado’s appointment, will continue to serve as the Company’s Chairman and Chief Executive Officer. In connection with Mr. Alvarado’s appointment as President and Chief Operating Officer of the Company, Mr. Alvarado’s employment agreement with the Company was amended to reflect his new title and to increase his minimum annual base salary to $650,000, and Mr. McClean’s employment agreement with the Company was amended to reflect his new title. Copies of the amendments are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.

Mr. Alvarado was hired by the Company in April 2010 as Executive Vice President and Chief Operating Officer. From 2004 to 2007, Mr. Alvarado was employed as President and Chief Operating Officer at Lone Star Technologies, Inc., a Dallas, Texas-based company and manufacturer and marketer of alloy and carbon welded oil country tubular goods and line pipe. In 2007, U.S. Steel, a steel producer, acquired Lone Star Technologies, Inc. and named him President, U.S. Steel Tubular Products.


Item 7.01		Regulation FD Disclosure.

On April 6, 2011, the Company issued a press release (the “Press Release”) announcing Mr. Alvarado’s appointment as President and Chief Operating Officer. A copy of the Press Release is attached hereto as Exhibit 99.1.

The information in this Item 7.01 of Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.


Item 9.01		Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed or furnished, as applicable, with this Form 8-K.


	10.1			Fourth Amendment, dated April 7, 2011, to Employment Agreement by and between Murray R. McClean and Commercial Metals Company.
	10.2			First Amendment, dated April 8, 2011, to Employment Agreement by and between Joseph Alvarado and Commercial Metals Company.
	99.1			Press Release dated April 6, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	COMMERCIAL METALS COMPANY
Date: April 11, 2011	By:	/s/ Ann J. Bruder
		Name:	Ann J. Bruder
		Title:	Senior Vice President of Law, Government Affairs and Global Compliance, General Counsel and Corporate Secretary

EXHIBIT INDEX


Exhibit No.		Description of Exhibit
		The following exhibits are filed or furnished, as applicable, with this Form 8-K.
	10.1	Fourth Amendment, dated April 7, 2011, to Employment Agreement by and between Murray R. McClean and Commercial Metals Company.
	10.2	First Amendment, dated April 8, 2011, to Employment Agreement by and between Joseph Alvarado and Commercial Metals Company.
	99.1	Press Release dated April 6, 2011.

Exhibit 10.1

FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT

THIS FOURTH AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “Fourth Amendment” ) entered into as of May 23, 2005 (the “Agreement ”) by and between Commercial Metals Company, a Delaware corporation (the “ Employer ”), and Murray R. McClean (“ Executive ”), first amended as of September 1, 2006, second amended as of April 7, 2009, and third amended December 31, 2009, is made this 7th day of April, 2011.

RECITALS :

WHEREAS, the Employer and Executive entered into the Agreement as of May 23, 2005 and amended the Agreement as of September 1, 2006, April 7, 2009, and December 31, 2009; and

WHEREAS, the Employer and Executive desire to amend the Agreement to amend Executive’s title.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Employer and Executive agree to further amend the Agreement, effective as of April 6, 2011, as follows:

Sections 1. Purpose and 4. Duties and Responsibilities are hereby omitted in their entirety and following revised Sections 1. and 4. substituted therefor:

Purpose . The purpose of the Agreement is to formalize the terms and conditions of Executive’s employment with the Employer as Chief Executive Officer. This Agreement cannot be amended except by a writing signed by both Parties.

Duties and Responsibilities Upon execution of this Agreement, Executive shall diligently render his services to Employer as Chief Executive Officer in accordance with Employer’s directives, and shall use his best efforts and good faith in accomplishing such directives. Executive shall report directly to the Board of Directors. Executive agrees to devote his full-time efforts, abilities, and attention (defined to mean not normally less than forty (40) hours/week) to the business of Employer, and shall not engage in any activities which will interfere with such efforts.

Except to the extent specifically amended as provided herein, the Agreement is in all respects ratified and confirmed, and all the terms, conditions and provisions thereof shall be and remain in full force and effect for any and all purposes. From and after the date of this Fourth Amendment, any and all references to the Agreement shall refer to the Agreement as hereby amended. For the avoidance of doubt, Employer and Executive acknowledge and agree that the matters contemplated by this Fourth Amendment, including without limitation the change in Executive’s title, shall not constitute “Good Reason” for purposes of the Agreement.

[Signature Page to Follow]

Exhibit 10.1

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.


EXECUTIVE		EMPLOYER

		COMMERCIAL METALS COMPANY

/s/ Murray R. McClean	By:	/s/ Anthony A. Massaro

Murray R. McClean		Anthony A. Massaro, Lead Director

Exhibit 10.2

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “Amendment” ) entered into as of April 16, 2010 (the “Agreement ”) by and between Commercial Metals Company, a Delaware corporation (the “Employer ”), and Joseph Alvarado (the “Executive ), is made this 8th day of April, 2011.

RECITALS :

WHEREAS, the Employer and the Executive entered into the Agreement as of April 16, 2010; and

WHEREAS, the Employer and the Executive desire to amend the Agreement in recognition of Executive’s promotion to the position of President and Chief Operating Officer of the Employer effective April 6, 2011; and

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Employer and Executive agree to further amend the Agreement as follows:

Sections 1. Purpose , 4. Age 65 Mandatory Retirement , 5 . Duties and Responsibilities and 6(a) Salary , are hereby are hereby omitted in their entirety and following revised Sections 1., 4., 5. And 6(a). substituted therefor:

Purpose . The purpose of the Agreement is to formalize the terms and conditions of Executive’s employment with the Employer as President and Chief Operating Officer. This Agreement cannot be amended except by a writing signed by both Parties.

Age 65 Mandatory Retirement . Executive understands and agrees that the position of President and Chief Operating Officer is subject to a mandatory retirement age of sixty five (65).

Duties and Responsibilities. Upon execution of this Agreement, Executive shall diligently render his services to Employer as President and Chief Executive Officer in accordance with Employer’s directives, and shall use his best efforts and good faith in accomplishing such directives. Executive shall report directly to the Chief Executive Officer. Executive agrees to devote his full-time efforts, abilities, and attention (defined to mean not normally less than forty (40) hours/week) to the business of Employer, and shall not engage in any activities which will interfere with such efforts.

a. Salary. Executive shall receive an annual base salary of not less than $650,000.00 during the term of this Agreement. This salary may be increased at the sole discretion of Employer, and may not be decreased without Executive’s written consent.

[Signature Page to Follow]

Exhibit 10.2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.


EXECUTIVE		EMPLOYER

		COMMERCIAL METALS COMPANY

/s/ Joseph Alvarado	By:	/s/ Murray R. McClean

Joseph Alvarado		Murray R. McClean, Chief Executive Officer

Exhibit 99.1

Commercial Metals Company Announces Promotion of Alvarado
to President and Chief Operating Officer

Irving, TX — April 6, 2011 — Commercial Metals Company (NYSE: CMC) (the “Company”) headquartered in Irving, Texas, announced today that its Board of Directors has promoted Joe Alvarado to the position of President and Chief Operating Officer. Mr. Alvarado has been the Company’s Chief Operating Officer since April 2010; he will continue to report to Murray R. McClean who remains the Chairman and Chief Executive Officer of the Company. In this new position, Mr. Alvarado will have the responsibility for all operational and financial departments of the Company, both domestically and internationally. Mr. Alvarado will continue to maintain his office at the Company’s headquarters in Irving, Texas.

Anthony A. Massaro, the Company’s Lead Director, stated, “The promotion of Joe Alvarado is part of the Company’s long-term succession plan, and we have every confidence in Joe as he takes on the roles and responsibilities of President. Joe has held many leadership roles in the steel industry since 1976, and his leadership has been excellent during his tenure as our Chief Operating Officer.”

In congratulating Alvarado, Murray R. McClean, the Company’s CEO and Chairman, said, “I am proud to transition the role of President of the Company to Joe. He has brought about many positive changes since joining CMC. He is a true leader, and this larger role shows that Joe has earned the full confidence of the Board and management.”

Alvarado is the former President of U.S. Tubular Products, Inc. (a division of U.S. Steel) and was the President of Lone Star Technologies prior to its acquisition by U.S. Steel. Alvarado has held executive level roles in operations, sales and marketing, and finance with Ispat North America (now Arcelor Mittal), Birmingham Steel and Inland Steel. Alvarado holds a master’s degree in business administration from Cornell University (the Johnson School) in Ithaca, New York (1976) and a bachelor’s degree from the University of Notre Dame (1974).

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.

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Contact:		Debbie Okle Director, Public Relations 214.689.4354