UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Commercial Metals Company
Common Stock
201723 10 3
December 31, 2004
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
o Rule 13d-1(b) | |
| þ 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).
SCHEDULE 13G
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Page 2 of 6 | |||
| 1 | NAME OF REPORTING PERSON | |||||||||
| I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) | ||||||||||
| Moses Feldman | ||||||||||
| 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 |
5 | SOLE VOTING POWER | ||||||||
SHARES |
||||||||||
BENEFICIALLY |
228,176 (1)(2) | |||||||||
| OWNED BY | ||||||||||
EACH |
6 | SHARED VOTING POWER | ||||||||
| REPORTING | ||||||||||
| PERSON | 1,390,240(1)(3) | |||||||||
| WITH | ||||||||||
| 7 | SOLE DISPOSITIVE POWER | |||||||||
| 228,176 (1)(2) | ||||||||||
| 8 | SHARED DISPOSITIVE POWER | |||||||||
| 1,390,240(1)(2) | ||||||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||||||
| 1,618,416(1)(2)(3) | ||||||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | |||||||||
| o | ||||||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |||||||||
| 2.7% | ||||||||||
| 12 | TYPE OF REPORTING PERSON | |||||||||
| IN | ||||||||||
(1) Numbers reflect a 2 for 1 stock split in the form of a stock dividend to holders of record
December 13, 2004 and distributed January 10, 2005.
(2) Includes (i) 222,176 shares of common stock owned of record by Moses Feldman and (ii) 6,000
shares of common stock that may be acquired upon the exercise of options exercisable within 60
days.
(3) Includes (i) 1,048,764 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, and
(ii) 341,476 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.
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Introductory Note
This Amendment No. 4 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, Amendment No. 2 to Schedule 13G filed with the SEC on June 15, 2004 and Amendment No. 3 to Schedule 13G filed with the SEC on June 15, 2004 (as previously amended, the “Filing”).
Item 1(a)
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Name of Issuer: | |
| Commercial Metals Company | ||
Item 1(b)
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Address of Issuer’s Principal Executive Offices: | |
| 6565 N. MacArthur Blvd., Suite 800 | ||
| Irving, Texas 75039 | ||
Item 2(a)
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Name of Person Filing: | |
| Moses Feldman | ||
Item 2(b)
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Address of Principal Business Office: | |
| 841 Andorra Road | ||
| Lafayette Hill, PA 19444 | ||
Item 2(c)
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Citizenship: | |
| U. S. A. | ||
Item 2(d)
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Title of Class of Securities: | |
| Common Stock | ||
Item 2(e)
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CUSIP No: | |
| 201723 10 3 |
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| Item 3 | Status of Person Filing: | |||||
| (a) | [ ] | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||||
| (b) | [ ] | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||||
| (c) | [ ] | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||||
| (d) | [ ] | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||||
| (e) | [ ] | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||||
| (f) | [ ] | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||||
| (g) | [ ] | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||||
| (h) | [ ] | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||
| (i) | [ ] | 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) | [ ] | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | ||||
| Item 4 | Ownership: | |||||
| (a) | Amount beneficially owned: 1,618,416(1)(2)(3) | |||||
| (b) | Percent of Class: 2.7% | |||||
| (c) | Number of shares as to which each person has: | |||||
| (i) | sole power to vote or to direct the vote: 228,176(1)(2) | |||||
| (ii) | shared power to vote or to direct the vote: 1,390,240(1)(3) | |||||
| (iii) | sole power to dispose or to direct the disposition of: 228,176(1)(2) | |||||
| (iv) | shared power to dispose or to direct the disposition of: 1,390,240(1)(3) | |||||
(1) Numbers reflect a 2 for 1 stock split in the form of a stock dividend to holders of record
December 13, 2004 and distributed January 10, 2005.
(2) Includes (i) 222,176 shares of common stock owned of record by Moses Feldman and (ii) 6,000
shares of common stock that may be acquired upon the exercise of options exercisable within 60
days.
(3) Includes (i) 1,048,764 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, and
(ii) 341,476 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.
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Item 5
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Ownership of 5% or Less of a Class: | |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ X]. | ||
Item 6
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Ownership of More than 5% on Behalf of Another Person: | |
| Not applicable. | ||
Item 7
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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
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Identification and Classification of Members of the Group: | |
| Not applicable. | ||
Item 9
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Notice of Dissolution of Group: | |
| Not applicable. | ||
Item 10
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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. |
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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: February 1, 2005
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/s/ Moses Feldman
Moses Feldman |