SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 49)*
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 16, 2002
(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 4,761,573
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
4,761,573
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,761,573
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.3%
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 4,990,618
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
4,990,618
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. 49
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,
3, 4, 5, 6 and 7 of this Statement are hereby amended as set forth below.
Item 2. Identity and Background
Item 2(a) is amended and restated 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 August 14, 2002
according to the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2002 (the "Outstanding Shares"). Contran, Valhi and NL may be deemed to
control the Company.
Valhi and Tremont Corporation ("Tremont") are the direct holders of
approximately 62.7% and 21.3%, respectively, of the outstanding common stock of
NL and together may be deemed to control NL. Tremont Group, Inc. ("TGI"), NL and
Valhi are the direct holders of approximately 80.0%, 0.1% and 0.1%,
respectively, of the outstanding shares of Tremont common stock and together may
be deemed to control Tremont. Valhi and NL are the direct holders of 80.0% and
20.0%, respectively of the outstanding common stock of TGI and together may be
deemed to control TGI.
VGI, National, Contran, the Foundation, the Contran Deferred
Compensation Trust No. 2 (the "CDCT No. 2") and the CMRT are the direct holders
of 80.6%, 9.5%, 2.1%, 1.4%, 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 1.4% 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 and chief executive officer 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") and a subsidiary of NL directly
own 1,000,000 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 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 and chief executive
officer of VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest and Contran.
Mr. Simmons is also chairman of the board of NL and Valhi and a director of
Tremont.
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 Shares
directly held by certain of such other entities. However, Mr. Simmons disclaims
such beneficial ownership of the Shares 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.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is amended as follows.
The total amount of funds required by Contran to acquire the Company
securities reported in Item 5(c) was $22,000,000.00. Such funds were provided by
Contran's cash on hand and no funds were borrowed for such purpose.
The Reporting Persons understand that the funds required by each person
named in Schedule A to this Statement to acquire Shares were from such person's
personal funds.
Item 4. Purpose of Transaction
Item 4 is amended as follows.
Contran purchased the Company securities reported in Item 5(c) of this
Statement in order to increase its investments in the Company.
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. 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
the 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 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"), the terms of which are set forth in the
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,
2001 and filed with the Securities and Exchange Commission.
On or after March 15, 2003, the holders of the Preferred Shares are
entitled to vote on all matters voted on by the holders of Shares, voting
together as a single class with the Shares. The holders of Preferred Shares are
entitled, on or after March 15, 2003, to cast the number of votes equal to the
number of votes that could be cast in such vote by a holder of the number of
Shares into which the Preferred Shares are 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. On or after
March 15, 2003, the holders of all of the 59,956 issued Preferred Shares will
have 14,849,750 votes in the aggregate on all matters voted on by the holders of
Shares, or 59.6% of the outstanding votes on such matters (assuming Keystone's
outstanding voting securities remain the same). Assuming Keystone's outstanding
voting securities and Harold C. Simmons' current beneficial ownership of such
securities remain the same, as a result of the voting rights of Contran's
Preferred Shares, on or after March 15, 2003 Mr. Simmons may be deemed to have
18,729,618 votes on such matters or 75.2% of the outstanding votes on such
matters.
On or after March 15, 2003, Contran has the right to convert all of its
Preferred Shares into an aggregate of 13,739,000 Shares. Currently, however, the
Company's Restated Certificate of Incorporation only allows for the issuance of
12,000,000 Shares, of which 10,068,450 are currently issued and outstanding. The
Reporting Persons understand that the Company will present a proposal at its
next annual meeting of stockholders to amend its Restated Certificate of
Incorporation to allow for the issuance of at least such number of Shares that
the Company is obligated to issue upon full conversion of the outstanding
Preferred Shares. Assuming the Company's Restated Certificate of Incorporation
is so amended on or after March 15, 2003, Keystone's outstanding equity
securities remain the same and Harold C. Simmons' current beneficial ownership
of such securities otherwise remains the same, as a result of the conversion
rights of Contran's Preferred Shares, Mr. Simmons may be deemed, at the time of
such amendment, to be the beneficial owner of 18,729,618 Shares of the
23,807,450 Shares outstanding (adjusting the outstanding Shares assuming Contran
fully exercised such conversion rights), or 78.7% of such outstanding 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
4,761,573 Shares that Contran, Valhi and NL directly hold (an aggregate
of approximately 47.3% of the Outstanding Shares); and
(5) While Harold C. Simmons does not directly own any Shares,
he may be deemed to be the beneficial owner of the 4,990,618 Shares
that Contran, Valhi, NL, the Foundation, the CMRT and his spouse
directly hold (an aggregate of approximately 49.6% of the Outstanding
Shares).
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.
(c) On October 16, 2002, Contran purchased in a private transaction for
an aggregate purchase price of $22.0 million 54,956 Preferred Shares and an 8%
Subordinated Secured Note dated March 15, 2002 in the original principal amount
of $18,318,750.00 issued by the Company (an "8% Note"). 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.
(d) Each of Contran, Valhi, NL, the Foundation, the CMRT and Mr.
Simmons' spouse has the right to receive and the power to direct the receipt of
dividends from, and proceeds from the sale of, the equity securities of the
Company directly held by such entity or person.
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.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended as follows.
Exhibit 1. Certificate of Designations, Rights and Preferences of the Series
A 10% Cumulative Convertible Pay-in-Kind Preferred Stock of Keystone
Consolidated Industries, Inc. (incorporated by reference to Exhibit
3.2 to the Annual Report on Form 10-K for the fiscal year ended
December 31, 2001 filed with the Securities and Exchange
Commission).
Exhibit 2. Form of 8% Subordinated Secured Note dated as of March 15, 2002
issued by Keystone Consolidated Industries, Inc. (incorporated by
reference to Exhibit 4.23 to the Annual Report on Form 10-K for the
fiscal year ended December 31, 2001 filed with the Securities and
Exchange Commission).
Exhibit 3. Indenture dated as of March 15, 2002 between Keystone
Consolidated Industries, Inc. and U.S. Bank National Association, as
Trustee, related to the 8% Subordinated Secured Notes dated as of
March 15, 2002 issued by Keystone Consolidated Industries, Inc.
(incorporated by reference to Exhibit 4.24 to the Annual Report on
Form 10-K for the fiscal year ended December 31, 2001 filed with the
Securities and Exchange Commission).
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 28, 2002
/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 28, 2002
/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, 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 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.
Edward J. Hardin (3) Partner of the law firm of Rogers & Hardin
LLP; and a director of Valhi.
J. Mark Hollingsworth Vice president and general counsel of
Contran, Dixie Holding, Dixie Rice,
National, NOA, Southwest, VGI and Valhi;
general counsel of the Foundation, CompX
International Inc., a manufacturer of
ergonomic computer support systems,
precision ball bearing slides and security
products that is affiliated with 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 Keystone
Consolidated Industries, Inc. (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 and Valhi.
A. Andrew R. Louis Secretary of Contran, CompX, Dixie Holding,
Dixie Rice, National, NOA, Southwest, VGI
and Valhi.
Kelly D. Luttmer Tax director of Contran, CompX, Dixie
Holding, Dixie Rice, National, NOA,
Southwest, VGI and Valhi.
Andrew McCollam, Jr. (4) President and a director of Southwest;
director of Dixie Rice; and a private
investor.
Harold M. Mire (5) Vice president of Dixie Rice and Southwest.
Bobby D. O'Brien Vice president and treasurer of Contran,
Dixie Holding, Dixie Rice, National, NOA,
VGI and Valhi; and vice president of
Southwest.
Glenn R. Simmons Vice chairman of the board of Contran, Dixie
Holding, National, NOA, VGI and Valhi;
chairman of the board of CompX and the
Company; director and executive vice
president of Southwest and Dixie Rice; a
director of NL Industries, Inc., a major
international producer of titanium dioxide
pigments that is affiliated with Valhi
("NL"); a director of Tremont Corporation, a
holding company with operations in the
titanium metals business the titanium
dioxide pigments business and real estate
development that is affiliated with Valhi
("Tremont"); and a director of Titanium
Metals Corporation, a leading worldwide
integrated producer of titanium metals
products that is affiliated with Tremont
("TIMET").
Harold C. Simmons Chairman of the board and chief executive
officer of Contran, Dixie Holding, Dixie
Rice, the Foundation, National, NOA,
Southwest and VGI; chairman of the board of
NL and Valhi; director of Tremont; and
trustee and member of the trust investment
committee of the CMRT.
Richard A. Smith (5) Director and president of Dixie Rice.
Gregory M. Swalwell Vice president and controller of Contran,
Dixie Holding, National, NOA, VGI and Valhi;
and vice president of Dixie Rice and
Southwest.
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, National, NOA and VGI; director,
president and chief executive officer of
Valhi; director and executive vice president
of Dixie Rice and Southwest; director, vice
president and secretary of the Foundation;
and a director of the Company, NL, TIMET and
Tremont.
----------
(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. Hardin is 229 Peachtree Street,
N.E., Suite 2700, Atlanta, Georgia 30303.
(4) The principal business address for Mr. McCollam is 402 Canal Street,
Houma, Louisiana 70360.
(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
Norman S. Edelcup (2) 225 -0- 225
Lisa Simmons Epstein -0- -0- -0-
Edward J. Hardin -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-
Harold M. Mire -0- -0- -0-
Bobby D. O'Brien -0- -0- -0-
Glenn R. Simmons (3) 115,650 139,500 255,150
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").
See Item 5 for a description of the Preferred Shares and the 8% Notes.
(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.