SEC FORM
4
SEC Form 4
FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
|
|
|
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
1. Name and Address of Reporting Person*
5430 LBJ FREEWAY |
SUITE 1700 |
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
KEYSTONE CONSOLIDATED INDUSTRIES INC
[ KESNQ.OB ]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
X |
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
|
|
3. Date of Earliest Transaction
(Month/Day/Year) 08/31/2005
|
4. If Amendment, Date of Original Filed
(Month/Day/Year)
|
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Form filed by One Reporting Person |
X |
Form filed by More than One Reporting Person |
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
|
2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
|
4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
|
5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
|
7. Nature of Indirect Beneficial Ownership (Instr.
4)
|
Code |
V |
Amount |
(A) or (D) |
Price |
Common par value $1.00 per share |
08/31/2005 |
|
J
|
|
4,109,159 |
D |
$0
|
0 |
I |
by Contran
|
Common par value $1.00 per share |
08/31/2005 |
|
J
|
|
326,364 |
D |
$0
|
0 |
I |
by Valhi
|
Common par value $1.00 per share |
08/31/2005 |
|
J
|
|
326,050 |
D |
$0
|
0 |
I |
by NL
|
Common par value $1.00 per share |
08/31/2005 |
|
J
|
|
10,645 |
D |
$0
|
0 |
I |
by Spouse |
Common par value $0.01 per share |
08/31/2005 |
|
J
|
|
5,100,000 |
A |
$0
|
5,100,000 |
I |
by Contran
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivative Security (Instr.
3)
|
2. Conversion or Exercise Price of Derivative Security
|
3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
|
5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
|
6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
|
8. Price of Derivative Security (Instr.
5)
|
9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
|
10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
|
11. Nature of Indirect Beneficial Ownership (Instr.
4)
|
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Series A 10% Cumulative Convertible Pay-in-Kind Pref. Stock |
$4
|
08/31/2005 |
|
J
|
|
|
54,956
|
03/15/2003 |
|
Common Stock $1.00 par value |
13,739,000 |
$211.08
|
0 |
I |
by Contran
|
1. Name and Address of Reporting Person*
5430 LBJ FREEWAY |
SUITE 1700 |
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
5430 LBJ FREEWAY |
SUITE 1700 |
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
Explanation of Responses: |
Remarks: |
|
A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons |
09/08/2005 |
|
A. Andrew R. Louis, Secretary, for Contran Coproration |
09/08/2005 |
|
A. Andrew R. Louis, Secretary, for Valhi, Inc. |
09/08/2005 |
|
A. Andrew R. Louis, Assistant Secretary, for NL Industries, Inc. |
09/08/2005 |
|
** Signature of Reporting Person |
Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v). |
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit 99 Additional Information
At 5:30 p.m., central daylight time, on August 31, 2005 (the "Effective
Time"), Keystone Consolidated Industries, Inc., a Delaware corporation
("Keystone"), together with five of its direct and indirect subsidiaries (FV
Steel and Wire Company, DeSoto Environmental Management, Inc., J.L. Prescott
Company, Sherman Wire Company (f/k/a/ DeSoto, Inc.) and Sherman Wire of
Caldwell, Inc.) (collectively, the "Debtors") emerged from Chapter 11 bankruptcy
proceedings. The Debtors had previously received confirmation of the Third
Amended Joint Reorganization Plan (the "Reorganization Plan") from the U.S.
Bankruptcy Court for the Eastern District of Wisconsin in Milwaukee at a
confirmation hearing held on August 10, 2005, as previously reported in
Keystone's Current Report on Form 8-K filed with the U.S. Securities and
Exchange Commission (the "SEC") on August 19, 2005 (Exchange Act File No.
1-3919).
Effective August 31, 2005 and pursuant to the Reorganization Plan, all
shares of Keystone's common stock, par value $1.00 per share, and series A 10%
cumulative convertible pay-in-kind preferred stock, no par value per share,
outstanding prior to the Effective Time were canceled.
Effective August 31, 2005 and pursuant to the Reorganization Plan,
Keystone issued 5.1 million shares of its new common stock, par value $0.01 per
share ("Common Stock"), to Contran Corporation, a Delaware corporation
("Contran"), and is obligated to issue 4.9 million shares of Common Stock to its
unsecured creditors in exchange for allowed claims against Keystone.
Contran is the direct holder of 51.0% of the 10.0 million shares of Common
Stock to be issued effective August 31, 2005 pursuant to the Reorganization Plan
and for purposes of this statement such 10.0 million shares shall be deemed
outstanding on such date.
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, or held by Mr.
Simmons or persons or other entities related to Mr. Simmons. 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.
Mr. Harold C. Simmons is chairman of the board of Contran. By virtue of
the holding of this office and the stock ownership and his service as trustee,
as described above, (a) Mr. Simmons may be deemed to control Contran and
Keystone and (b) Mr. Simmons may be deemed to possess indirect beneficial
ownership of the Shares directly held by Contran. However, Mr. Simmons disclaims
beneficial ownership of the Shares beneficially owned, directly or indirectly,
by Contran.