SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 50)*
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
493422 10 9
(CUSIP Number)
STEVEN L. WATSON
THREE LINCOLN CENTRE
SUITE 1700
5430 LBJ FREEWAY
DALLAS, TEXAS 75240-2694
(972) 233-1700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 9, 2003
(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 sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
*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).
(Continued on following pages)
CUSIP No. 493422 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valhi, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 652,414
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
652,414
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
652,414
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 493422 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valhi Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 652,414
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
652,414
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
652,414
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 493422 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
National City Lines, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 652,414
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
652,414
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
652,414
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 493422 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NOA, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 652,414
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
652,414
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
652,414
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 493422 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dixie Holding Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 652,414
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
652,414
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
652,414
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 493422 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dixie Rice Agricultural Corporation, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 652,414
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
652,414
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
652,414
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 493422 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Southwest Louisiana Land Company, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 652,414
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
652,414
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
652,414
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 493422 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Contran Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 18,500,573
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
18,500,573
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,500,573
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
77.7%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 493422 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Combined Master Retirement Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 682,414
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
682,414
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
682,414
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
EP
CUSIP No. 493422 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harold Simmons Foundation, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 840,814
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
840,814
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
840,814
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 493422 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harold C. Simmons
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS(SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 18,729,618
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
18,729,618
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ X ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
IN
AMENDMENT NO. 50
TO SCHEDULE 13D
This amended statement on Schedule 13D (this "Statement") relates to
the common stock, $1.00 par value per share (the "Shares"), of Keystone
Consolidated Industries, Inc., a Delaware corporation (the "Company"). Items 2,
4, 5 and 6 of this Statement are hereby amended as set forth below.
Item 2. Identity and Background
Item 2(a), 2(d), 2(e) and 2(f) are amended as follows:
(a) This Statement is filed by (i) Valhi, Inc. ("Valhi"), and Contran
Corporation ("Contran") as direct and indirect holders of Shares, (ii) by virtue
of the direct and indirect ownership of securities of Valhi (as described below
in this Statement), Valhi Group, Inc. ("VGI"), National City Lines, Inc.
("National"), NOA, Inc. ("NOA"), Dixie Holding Company ("Dixie Holding"), Dixie
Rice Agricultural Corporation, Inc. ("Dixie Rice"), Southwest Louisiana Land
Company, Inc. ("Southwest"), The Combined Master Retirement Trust (the "CMRT")
and the Harold Simmons Foundation, Inc. (the "Foundation") and (iii) by virtue
of his positions with Contran and certain other entities (as described in this
Statement), Harold C. Simmons (collectively, the "Reporting Persons"). By
signing this Statement, each Reporting Person agrees that this Statement is
filed on its or his behalf.
Contran, Valhi, NL Industries, Inc. ("NL"), the Foundation and the CMRT
are the direct holders of approximately 40.8%, 3.2%, 3.2%, 1.9% and 0.3%,
respectively, of the 10,068,450 Shares outstanding as of October 9, 2003
according to information provided by the Company (the "Outstanding Shares").
Contran, Valhi and NL may be deemed to control the Company.
Contran is also the direct holder of 54,956 shares of the Company's
Series A 10% Cumulative Convertible Pay-In-Kind Preferred Stock, $1,000 stated
value per share and no par value per share (the "Preferred Shares"), the terms
of which are set forth in the Amended and Restated Certificate of Designations,
Rights and Preferences of the Series A 10% Cumulative Convertible Pay-in-Kind
Preferred Stock of Keystone Consolidated Industries, Inc., which is incorporated
herein by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2002, as filed with the Securities and
Exchange Commission (the "Amended and Restated Preferred Stock Designation").
Contran has the right to convert all of its Preferred Shares into an aggregate
of 13,739,000 Shares. Assuming only Contran's conversion of its Preferred Shares
and Contran's other direct holdings of Shares remain unchanged, Contran would
directly hold 75.0% of the outstanding Shares.
Valhi and Tremont LLC ("Tremont") are the direct holders of
approximately 63.1% and 21.4%, respectively, of the outstanding common stock of
NL and together may be deemed to control NL. Valhi is the sole member of Tremont
and may be deemed to control Tremont.
VGI, National, Contran, the Foundation, the Contran Deferred
Compensation Trust No. 2 (the "CDCT No. 2") and the CMRT are the direct holders
of 77.6%, 9.1%, 3.0%, 1.3%, 0.4% and 0.1%, respectively, of the common stock of
Valhi. Together, VGI, National and Contran may be deemed to control Valhi.
National, NOA and Dixie Holding are the direct holders of approximately 73.3%,
11.4% and 15.3%, respectively, of the outstanding common stock of VGI. Together,
National, NOA and Dixie Holding may be deemed to control VGI. Contran and NOA
are the direct holders of approximately 85.7% and 14.3%, respectively, of the
outstanding common stock of National and together may be deemed to control
National. Contran and Southwest are the direct holders of approximately 49.9%
and 50.1%, respectively, of the outstanding common stock of NOA and together may
be deemed to control NOA. Dixie Rice is the direct holder of 100% of the
outstanding common stock of Dixie Holding and may be deemed to control Dixie
Holding. Contran is the holder of 100% of the outstanding common stock of Dixie
Rice and may be deemed to control Dixie Rice. Contran is the holder of
approximately 88.9% of the outstanding common stock of Southwest and may be
deemed to control Southwest.
Substantially all of Contran's outstanding voting stock is held by
trusts established for the benefit of certain children and grandchildren of
Harold C. Simmons (the "Trusts"), of which Mr. Simmons is the sole trustee. As
sole trustee of each of the Trusts, Mr. Simmons has the power to vote and direct
the disposition of the shares of Contran stock held by each of the Trusts. Mr.
Simmons, however, disclaims beneficial ownership of any shares of Contran stock
that the Trusts hold.
The Foundation directly holds approximately 1.9% of the Outstanding
Shares and 1.3% of the outstanding shares of Valhi common stock. The Foundation
is a tax-exempt foundation organized for charitable purposes. Harold C. Simmons
is the chairman of the board of the Foundation and may be deemed to control the
Foundation.
The CMRT directly holds approximately 0.3% of the Outstanding Shares
and 0.1% of the outstanding shares of Valhi common stock. Valhi established the
CMRT as a trust to permit the collective investment by master trusts that
maintain the assets of certain employee benefit plans Valhi and related
companies adopt. Mr. Simmons is the sole trustee of the CMRT and a member of the
trust investment committee for the CMRT. Mr. Simmons is a participant in one or
more of the employee benefit plans that invest through the CMRT.
The CDCT No. 2 directly holds approximately 0.4% of the outstanding
Valhi common stock. U.S. Bank National Association serves as the trustee of the
CDCT No. 2. Contran established the CDCT No. 2 as an irrevocable "rabbi trust"
to assist Contran in meeting certain deferred compensation obligations that it
owes to Harold C. Simmons. If the CDCT No. 2 assets are insufficient to satisfy
such obligations, Contran is obligated to satisfy the balance of such
obligations as they come due. Pursuant to the terms of the CDCT No. 2, Contran
(i) retains the power to vote the shares of Valhi common stock held directly by
the CDCT No. 2, (ii) retains dispositive power over such shares and (iii) may be
deemed the indirect beneficial owner of such shares.
Valmont Insurance Company ("Valmont"), NL and a subsidiary of NL
directly own 1,000,000 shares, 3,522,967 shares and 1,186,200 shares,
respectively, of Valhi common stock. Valhi is the direct holder of 100% of the
outstanding common stock of Valmont and may be deemed to control Valmont.
Pursuant to Delaware law, Valhi treats the shares of Valhi common stock that
Valmont, NL and the subsidiary of NL own as treasury stock for voting purposes
and for the purposes of this Statement such shares are not deemed outstanding.
Mr. Harold C. Simmons is chairman of the board of Tremont, Valhi, VGI,
National, NOA, Dixie Holding, Dixie Rice, Southwest and Contran and a chairman
of the board and chief executive officer of NL.
By virtue of the holding of the offices, the stock ownership and his
service as trustee, all as described above, (a) Mr. Simmons may be deemed to
control the entities described above and (b) Mr. Simmons and certain of such
entities may be deemed to possess indirect beneficial ownership of Keystone
securities directly held by certain of such other entities. However, Mr. Simmons
disclaims such beneficial ownership of the Keystone securities beneficially
owned, directly or indirectly, by any of such entities, except to the extent of
his vested beneficial interest, if any, in the Shares held by the CMRT.
Harold C. Simmons' spouse is the direct owner of 10,645 Shares. Mr.
Simmons may be deemed to share indirect beneficial ownership of such Shares. Mr.
Simmons disclaims all such beneficial ownership.
Certain information concerning the directors and executive officers of
the Reporting Persons, including offices held by Mr. Simmons is set forth on
Schedule B attached hereto and incorporated herein by reference.
(d) None of the Reporting Persons or, to the best knowledge of such
persons, any of the persons named in Schedule B to this Statement has been
convicted in a criminal proceeding in the past five years (excluding traffic
violations or similar misdemeanors).
(e) None of the Reporting Persons or, to the best knowledge of such
persons, any person named in Schedule B to this Statement, was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Harold C. Simmons and all persons named on Schedule B to this
Statement are citizens of the United States, except as otherwise indicated on
such Schedule.
Item 4. Purpose of Transaction
Item 4 is amended as follows.
Prior to the filing of the Amended and Restated Preferred Stock
Designation, the holders of Preferred Shares were entitled, on or after March
15, 2003, to cast the number of votes equal to the number of votes that could be
cast by a holder of the number of Shares into which the Preferred Shares were
convertible (without regard to any limitation on convertibility of such
Preferred Shares as a result of the number of authorized and unissued Shares) on
the record date of such vote. However, on March 18, 2003, after approval as of
March 14, 2003 by the holders of at least 66 2/3% of the issued and outstanding
Preferred Shares, with notice to the other holders of Preferred Shares, the
Company amended the rights of the Preferred Shares by filing the Amended and
Restated Preferred Stock Designation to make the Preferred Shares nonvoting.
Subject to the Company's restated certificate of incorporation, on or
after March 15, 2002, each Preferred Share entitled its holder to convert such
share into 250 Shares (a conversion price equivalent to $4.00 per share of the
stated value). However, prior to October 9, 2003, the Company's restated
certificate of incorporation only allowed for the issuance of 12,000,000 Shares,
which would not permit full conversion of all of the Preferred Shares. As a
result, the Company sought stockholder approval of an increase in the Company's
authorized Shares to allow for the full conversion of the currently outstanding
Preferred Shares. On October 2, 2003, the Company's stockholders approved, among
other things, an amendment to the Company's restated certificate of
incorporation authorizing the issuance of 27,000,000 Shares. On October 9, 2003,
the Company filed an amendment to its restated certificate of incorporation with
the Secretary of State of the state of Delaware that, among other things,
increased its authorized Shares to 27,000,000 Shares. Accordingly, on October 9,
2003, the Company had a sufficient number of authorized Shares to permit full
conversion of all of the outstanding Preferred Shares.
Depending upon their evaluation of the Company's business and
prospects, and upon future developments (including, but not limited to,
performance of Company securities (including Shares) in the market, availability
of funds, alternative uses of funds, and money, stock market and general
economic conditions), any of the Reporting Persons or other entities that may be
deemed to be affiliated with Contran, may from time to time purchase Company
securities, and any of the Reporting Persons, or other entities that may be
deemed to be affiliated with Contran may from time to time dispose of all or a
portion of the Company securities held by such person, or cease buying or
selling Company securities. Any such additional purchases or sales of Company
securities may be in open market or privately negotiated transactions or
otherwise.
As described under Item 2, Harold C. Simmons, through Contran, may be
deemed to control the Company.
The information included in Item 6 of this Statement is incorporated
herein by reference.
The Reporting Persons understand that prior purchases of Shares by each
of the persons named in Schedule A to this Statement and Mr. Simmons' spouse
were made for the purpose of such person's personal investment.
Certain of the persons named in Schedule B to this Statement, namely
Messrs. Thomas E. Barry, Glenn R. Simmons, Steven L. Watson and J. Walter
Tucker, Jr. are executive officers and/or directors of the Company and may
acquire Shares from time to time pursuant to employee benefit plans that the
Company sponsors or other compensation arrangements with the Company.
Except as described in this Item 4, none of the Reporting Persons nor,
to the best knowledge of such persons, any other person named in Schedule A to
this Statement has formulated any plans or proposals that relate to or would
result in any matter required to be disclosed in response to paragraphs (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended as follows.
(a) Contran, Valhi, NL, the Foundation, the CMRT and Harold C. Simmons'
spouse are the direct beneficial owners of 4,109,159, 326,364, 326,050, 188,400,
30,000 and 10,645 of the Shares, respectively. Contran also is the direct
beneficial owner of 54,956 shares of Preferred Shares, convertible into an
aggregate of 13,739,000 Shares.
By virtue of the relationships described under Item 2 of this
Statement:
(1) Valhi, VGI, National, Dixie Holding, NOA, Dixie Rice and
Southwest may each be deemed to be the beneficial owner of the 652,414
Shares that Valhi and NL directly hold (an aggregate of approximately
6.5% of the Outstanding Shares);
(2) The CMRT may be deemed to be the beneficial owner of the
682,414 Shares that Valhi, NL and the CMRT directly hold (an aggregate
of approximately 6.8% of the Outstanding Shares);
(3) The Foundation may be deemed to be the beneficial owner of
the 840,814 Shares that Valhi, NL and the Foundation directly hold (an
aggregate of approximately 8.4% of the Outstanding Shares);
(4) Contran may be deemed to be the beneficial owner of the
18,500,573 Shares that Contran, Valhi and NL directly hold (an
aggregate of approximately 77.7% of the outstanding Shares assuming
only the conversion of the Preferred Shares currently held by Contran);
and
(5) While Harold C. Simmons does not directly own any Shares,
he may be deemed to be the beneficial owner of the 18,729,618 Shares
that Contran, Valhi, NL, the Foundation, the CMRT and his spouse
directly hold (an aggregate of approximately 78.7% of the outstanding
Shares assuming only the conversion of the Preferred Shares currently
held by Contran).
Except to the extent of his vested beneficial interest, if any, in Shares
directly held by the CMRT, Mr. Simmons disclaims beneficial ownership of all
Shares.
The Reporting Persons understand, based on ownership filings with the
Securities and Exchange Commission (the "Commission") or upon information
provided by the persons listed on Schedule B to this Statement, that such
persons may be deemed to personally beneficially own the Shares as indicated on
Schedule C to this Statement.
(b) By virtue of the relationships described in Item 2:
(1) Valhi, VGI, National, Dixie Holding, NOA, Dixie Rice and
Southwest may each be deemed to share the power to vote and direct the
disposition of the Shares that Valhi and NL directly hold;
(2) The CMRT may be deemed to share the power to vote and
direct the disposition of the Shares that Valhi, NL and the CMRT
directly hold;
(3) The Foundation may be deemed to share the power to vote
and direct the disposition of the Shares that Valhi, NL and the
Foundation directly hold;
(4) Contran may be deemed to share the power to vote and
direct the disposition of the Shares that Contran, Valhi and NL
directly hold; and
(5) Harold C. Simmons may be deemed to share the power to vote
and direct the disposition of the Shares that Contran, Valhi, NL, the
Foundation, the CMRT and his spouse directly hold.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Item 6 is amended as follows.
The information included in Item 4 of this Statement is hereby
incorporated herein by reference.
Other than set forth above, none of the Reporting Persons nor, to the
best knowledge of such persons, any person named in Schedule A to this Statement
has any contract, arrangement, understanding or relationship (legal or
otherwise) with any person with respect to securities of the Company, including,
but not limited to, transfer or voting of any such securities, finder's fees,
joint ventures, loans or option arrangements, puts or calls, guarantees of
profits, division of profits or losses, or the giving or withholding of proxies.
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: October 22, 2003
/s/ Harold C. Simmons
----------------------
Harold C. Simmons
Signing in the
capacities listed on
Schedule "A" attached
hereto and
incorporated herein by
reference.
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: October 22, 2003
/s/ Steven L. Watson
----------------------
Steven L. Watson
Signing in the
capacities listed on
Schedule "A" attached
hereto and
incorporated herein by
reference.
SCHEDULE A
HAROLD C. SIMMONS, in his individual capacity and as trustee for THE COMBINED
MASTER RETIREMENT TRUST.
STEVEN L. WATSON, as president or vice president of each of:
CONTRAN CORPORATION
DIXIE HOLDING COMPANY
DIXIE RICE AGRICULTURAL CORPORATION, INC.
HAROLD SIMMONS FOUNDATION, INC.
NATIONAL CITY LINES, INC.
NOA, INC.
SOUTHWEST LOUISIANA LAND COMPANY, INC.
VALHI GROUP, INC.
VALHI, INC.
Schedule B
The names of the directors and executive officers of Contran
Corporation ("Contran"), Dixie Holding Company ("Dixie Holding"), Dixie Rice
Agricultural Corporation, Inc. ("Dixie Rice"), the Harold Simmons Foundation,
Inc. (the "Foundation"), National City Lines, Inc. ("National"), NOA, Inc.
("NOA"), Southwest Louisiana Land Company, Inc. ("Southwest"), Valhi Group, Inc.
("VGI") and Valhi, Inc. ("Valhi") and their present principal occupations are
set forth below. Except as otherwise indicated, each such person is a citizen of
the United States of America and the business address of each such person is
5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240.
Name Present Principal Occupation
----------------------------- ---------------------------------
Eugene K. Anderson Vice president of Contran, Dixie Holding,
Dixie Rice, National, NOA, Southwest,
Tremont LLC, a wholly owned limited
liability company of Valhi ("Tremont"), VGI
and Valhi; and treasurer of the Foundation.
Thomas E. Barry (1) Vice president for executive affairs at
Southern Methodist University and professor
of marketing in the Edwin L. Cox School of
Business at Southern Methodist University;
and a director of Keystone Consolidated
Industries, Inc. (the "Company") and Valhi.
Norman S. Edelcup (2) Senior vice president business development
of Florida Savings Bancorp; director of
Valhi; and trustee of the Baron Funds, a
mutual fund group.
Lisa Simmons Epstein Director and president of the Foundation.
Robert D. Graham Vice president of Contran, Dixie Holding,
Dixie Rice, the Foundation, National, NOA,
Southwest, Tremont, VGI and Valhi; vice
president, general counsel and secretary of
NL Industries, Inc., an affiliate of Valhi
("NL").
J. Mark Hollingsworth Vice president and general counsel of
Contran, Dixie Holding, Dixie Rice,
National, NOA, Southwest, Tremont, VGI and
Valhi; general counsel of the Foundation,
CompX International Inc., am affiliate of
Valhi ("CompX"), and The Combined Master
Retirement Trust, a trust Valhi established
to permit the collective investment by
master trusts that maintain the assets of
certain employee benefit plans Valhi and
related companies adopt (the "CMRT"); and
acting general counsel of the Company.
Keith A. Johnson Controller of the Foundation.
William J. Lindquist Director and senior vice president of
Contran, Dixie Holding, National, NOA and
VGI; senior vice president of Dixie Rice,
Southwest, Tremont and Valhi.
A. Andrew R. Louis Secretary of Contran, CompX, Dixie Holding,
Dixie Rice, National, NOA, Southwest,
Tremont, VGI and Valhi.
Kelly D. Luttmer Tax director of Contran, CompX, Dixie
Holding, Dixie Rice, National, NL, NOA,
Southwest, Tremont, VGI and Valhi.
Andrew McCollam, Jr. (3) President and a director of Southwest;
director of Dixie Rice; and a private
investor.
W. Hayden McIlroy (4) Private investor primarily in real estate;
and a director of Valhi, Med Images, a
medical information company, and Cadco
Systems, Inc., a manufacturer of emergency
alert systems.
Harold M. Mire (5) Vice president of Dixie Rice and Southwest.
Bobby D. O'Brien Vice president, treasurer and director of
Dixie Holding, National, NOA and VGI; and
vice president and treasurer of Contran,
Dixie Rice, Southwest, Tremont and Valhi.
Glenn R. Simmons Vice chairman of the board of Contran, Dixie
Holding, Dixie Rice, National, NOA, Tremont,
VGI and Valhi; chairman of the board of
CompX and the Company; director and
executive vice president of Southwest; a
director of NL; and a director of Titanium
Metals Corporation, an affiliate of Valhi
("TIMET").
Harold C. Simmons Chairman of the board of Contran, Dixie
Holding, Dixie Rice, the Foundation,
National, NOA, Southwest, Tremont, Valhi and
VGI; chairman of the board and chief
executive officer of NL; and trustee and
member of the trust investment committee of
the CMRT.
Richard A. Smith (5) Vice president of Dixie Rice.
Gregory M. Swalwell Vice president and controller of Contran,
Dixie Holding, National, NOA, Southwest,
Tremont, Valhi and VGI; vice president,
finance of NL; and vice president of Dixie
Rice.
J. Walter Tucker, Jr. (6) President, treasurer and a director of
Tucker & Branham, Inc., a mortgage banking,
insurance and real estate company; vice
chairman of the board of the Company; a
director of Valhi; and a member of the trust
investment committee of the CMRT.
Steven L. Watson Director and president of Contran, Dixie
Holding, Dixie Rice, National, NOA and VGI;
director, president and chief executive
officer of Valhi; president of Tremont;
director and executive vice president of
Southwest; director, vice president and
secretary of the Foundation; and a director
of the Company, NL and TIMET.
----------
(1) The principal business address for Dr. Barry is Southern Methodist
University, Perkins Administration Bldg. #224, Dallas, Texas 75275.
(2) The principal business address for Mr. Edelcup is 8181 Southwest 117th
Street, Pinecrest, Florida 33156.
(3) The principal business address for Mr. McCollam is 402 Canal Street,
Houma, Louisiana 70360.
(4) The principal business address for Mr. McIlroy is 25 Highland Park
Village, Suite 100-341, Dallas, Texas 75225.
(5) The principal business address for Messrs. Mire and Smith is 600
Pasquiere Street, Gueydan, Louisiana 70542-0010.
(6) The principal business address for Mr. Tucker is 400 E. Central
Boulevard, Orlando, Florida 32801.
SCHEDULE C
Based upon ownership filings with the Commission or upon information
provided by the persons listed on Schedule B to this Statement, such persons may
be deemed to personally beneficially own shares (the "Shares") of common stock,
par value $1.00 per share, of Keystone Consolidated Industries, Inc. (the
"Company"), as outlined below:
Shares Options
Name Held Held (1) Total
-------------------------- ----------- ----------- -----------
Eugene K. Anderson 200 -0- 200
Thomas E. Barry 2,000 7,000 9,000
Robert D. Graham -0- -0- -0-
Norman S. Edelcup (2) 225 -0- 225
Lisa Simmons Epstein -0- -0- -0-
J. Mark Hollingsworth -0- -0- -0-
Keith A. Johnson -0- -0- -0-
William J. Lindquist -0- -0- -0-
A. Andrew R. Louis -0- -0- -0-
Kelly D. Luttmer -0- -0- -0-
Andrew McCollam, Jr. -0- -0- -0-
W. Hayden McIlroy -0- -0- -0-
Harold M. Mire -0- -0- -0-
Bobby D. O'Brien -0- -0- -0-
Glenn R. Simmons (3) 115,650 127,000 242,650
Harold C. Simmons (4) -0- -0- -0-
Richard A. Smith -0- -0- -0-
Gregory M. Swalwell -0- -0- -0-
J. Walter Tucker, Jr. (5) 153,450 7,000 160,450
Steven L. Watson 2,250 1,000 3,250
----------
(1) Represents Shares issuable pursuant to the exercise of stock options
within 60 days of the date of this Statement.
(2) Mr. Edelcup, as trustee of the Norman S. Edelcup Revocable Living Trust
(the "Trust"), also owns (i) 225 of the Company's Series A 10%
cumulative convertible pay-in-kind preferred stock, stated value $1,000
and no par value per share (the "Preferred Shares") and (ii) an 8%
Subordinated Secured Note dated March 15, 2002 in the original
principal amount of $75,000.00 issued by the Company (an "8% Note").
The terms of the Preferred Shares are set forth in, and incorporated
herein by reference to, Exhibit 3.2 to the Annual Report on Form 10-K
for the fiscal year ended December 31, 2002 of Keystone Consolidated
Industries, Inc. and filed with the Securities and Exchange Commission.
The terms of the 8% Notes and the Indenture under which they were
issued are set forth in, and incorporated herein by reference to,
Exhibits 4.23 and 4.24, respectively, to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2001 and filed with
the Securities and Exchange Commission.
(3) The Shares reported as directly held by Mr. Glenn Simmons include
10,950 his spouse holds directly and 2,200 shares his spouse holds in a
profit sharing plan. Mr. Simmons disclaims beneficial ownership of all
of the Shares his spouse holds.
(4) Mr. Harold Simmons may be deemed to possess indirect beneficial
ownership of the Shares as described in Item 5(a) of this Statement.
Mr. Simmons disclaims beneficial ownership of all Shares, except to the
extent of his vested beneficial interest, if any, in the Shares held
the CMRT holds.
(5) Excludes Shares the CMRT holds of which such person is a member of the
trust investment committee. Mr. Tucker disclaims beneficial ownership
of the Shares held by the CMRT. Includes 95,400 Shares Mr. Tucker's
spouse holds directly, 18,300 Shares Mr. Tucker holds as trustee and
2,250 shares held by a corporation of which Mr. Tucker is the sole
stockholder.