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
 
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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*
SIMMONS HAROLD C

(Last) (First) (Middle)
5430 LBJ FREEWAY
SUITE 1700

(Street)
DALLAS TX 75240

(City) (State) (Zip)
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(1) 4,109,159 D $0 0 I by Contran(2)
Common par value $1.00 per share 08/31/2005 J(1) 326,364 D $0 0 I by Valhi(3)
Common par value $1.00 per share 08/31/2005 J(1) 326,050 D $0 0 I by NL(4)
Common par value $1.00 per share 08/31/2005 J(1) 10,645 D $0 0 I by Spouse
Common par value $0.01 per share 08/31/2005 J(1) 5,100,000 A $0 5,100,000 I by Contran(2)
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(1) 54,956(1) 03/15/2003 (5) Common Stock $1.00 par value 13,739,000 $211.08 0 I by Contran(2)
1. Name and Address of Reporting Person*
SIMMONS HAROLD C

(Last) (First) (Middle)
5430 LBJ FREEWAY
SUITE 1700

(Street)
DALLAS TX 75240

(City) (State) (Zip)
1. Name and Address of Reporting Person*
VALHI INC /DE/

(Last) (First) (Middle)
5430 LBJ FRWY
STE 1700

(Street)
DALLAS TX 75240

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NL INDUSTRIES INC

(Last) (First) (Middle)
5430 LBJ FREEWAY
SUITE 1700

(Street)
DALLAS TX 75240-2697

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CONTRAN CORP

(Last) (First) (Middle)
5430 LBJ FRWY
SUITE 1700

(Street)
DALLAS TX 75240

(City) (State) (Zip)
Explanation of Responses:
1. See the Additional Information filed as Exhibit 99 to this statement for a description of this transaction.
2. Directly held by Contran Corporation. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the persons joining in this filing.
3. Directly held by Valhi, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the persons joining in this filing.
4. Directly held by NL Industries, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the persons joining in this filing.
5. There is no expiration date.
Remarks:
Exhibit Index 99 Additional Information
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.