-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qga3T05tGcWPIbbB1iTK3ZHh0wpMdMvoN5TOc4q4Tyhn1oAEfJ+vKeK/ms3wB/DH S+uJHprlqPC7+MbNWTykUg== 0001031523-04-000008.txt : 20041110 0001031523-04-000008.hdr.sgml : 20041110 20041110115931 ACCESSION NUMBER: 0001031523-04-000008 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041110 DATE AS OF CHANGE: 20041110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SIMPLOT J R CENTRAL INDEX KEY: 0000947911 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 999 MAIN ST CITY: BOISE STATE: IA ZIP: 83702 BUSINESS PHONE: 2083362110 MAIL ADDRESS: STREET 1: 999 MAIN ST CITY: BOISE STATE: IA ZIP: 83702 FORMER COMPANY: FORMER CONFORMED NAME: SIMPLOT J R ET AL DATE OF NAME CHANGE: 19950712 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMMONWEALTH INDUSTRIES INC/DE/ CENTRAL INDEX KEY: 0000934747 STANDARD INDUSTRIAL CLASSIFICATION: ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS [3350] IRS NUMBER: 133245741 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47675 FILM NUMBER: 041131962 BUSINESS ADDRESS: STREET 1: 500 WEST JEFFERSON STREET STREET 2: PNC PLAZA - 19TH FLOOR CITY: LOUISVILLE STATE: KY ZIP: 40202-2823 BUSINESS PHONE: 502-589-8100 MAIL ADDRESS: STREET 1: 500 WEST JEFFERSON STREET STREET 2: PNC PLAZA - 19TH FLOOR CITY: LOUISVILLE STATE: KY ZIP: 40202-2823 FORMER COMPANY: FORMER CONFORMED NAME: COMMONWEALTH ALUMINUM CORP DATE OF NAME CHANGE: 19941228 SC 13D/A 1 amendmentten.txt SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 10 to SCHEDULE 13D Under the Securities Exchange Act of 1934 COMMONWEALTH INDUSTRIES, INC. -------------------------------------------- (Name of Issuer) Common Stock ($.01 par value) ---------------------------------------- (Title of Class of Securities) 20290410-8 ------------------ (CUSIP Number) Ronald N. Graves, Esq. J.R. Simplot Self-Declaration of Revocable Trust 999 Main Street Boise, Idaho 83702 Telephone: (208) 336-2110 ------------------------------------ (Names, addresses and telephone numbers of persons authorized to receive notices and communications) October 15, 2004 ------------------------ (Date of event which requires filing of this Statement) Page 1 of 10 If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [ ] 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only). JRS Properties III L.P. 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) X (b) 3) SEC Use Only 4) Source of Funds 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of Organization Idaho Number of 7) Sole Voting Power 875,900 Shares Beneficially 8) Shared Voting Power 0 Owned by Each 9) Sole Dispositive Power 875,900 Reporting Person With: 10) Shared Dispositive Power 0 11) Aggregate Amount Beneficially Owned by Each Reporting Person 875,900 shares 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13) Percent of Class Represented by Amount in Row (11) 5.38% Page 2 of 10 14) Type of Reporting Person PN ***** Item 1. Security and Issuer. The class of securities to which this Statement relates is the common stock, par value $.01 per share (the "Stock"), of Commonwealth Industries, Inc. (the "Issuer"), whose address is 500 West Jefferson Street, 19th Floor, Louisville, Kentucky 40202-2823. This Amendment No. 10 amends the Schedule 13D originally filed on March 1, 1999 on behalf of the J.R. Simplot Self Declaration of Revocable Trust dated December 21, 1989 (the "Trust"), as amended by Amendment No. 1 to Schedule 13D filed on November 12, 1999, as amended by Amendment No. 2 to Schedule 13D filed on December 2, 1999, as amended by Amendment No. 3 to Schedule 13D filed December 29, 1999, as amended by Amendment No. 4 to Schedule 13D filed November 22, 2000, as amended by Amendment No. 5 to Schedule 13D filed May 30, 2002, as amended by Amendment No. 6 to Schedule 13D filed April 2, 2003, as amended by Amendment No. 7 to Schedule 13D filed June 11, 2003, as amended by Amendment No. 8 to Schedule 13D filed February 4, 2004, and as amended by Amendment No. 9 to Schedule 13D filed June 28, 2004. The purpose of this Amendment No. 10 is to report (i) sales of Stock resulting in a material change; and (ii) substitution of the Reporting Person who has investment and dispositive power. On September 1, 2004, JRS Properties L.P. ("JRS Properties"), which was a Reporting Person in Amendments 6 to 9 to this Schedule 13D, merged into JRS Properties III L.P. ("JRS Properties III"), with JRS Properties III remaining as the surviving entity (the "Merger"). As a result of the Merger, all shares of Common Stock owned by JRS Properties became owned by JRS Properties III. In addition, following the Merger, the Trust ceased being a member of the limited liability company that is the general partner of JRS Properties III, and therefore the Trust does not exercise voting and investment power. Accordingly, JRS Properties III is the Reporting Person on this Schedule 13D and the Trust is no longer a Reporting Person. Except as expressly set forth in this Amendment No. 10, the Schedule 13D (as previously amended) remains in effect. Item 2. Identity and Background. This amendment is being filed on behalf of JRS Properties III. The Trust holds approximately 88% of the limited partnership interest in JRS Properties III. The general partner of JRS Properties III is JRS Management L.L.C., an Idaho limited liability company ("JRS Management"). Effective September 1, 2004, the managers of JRS Management, and their identity and background information, are as follows: 3 of 10 Name Principal Occupation Business Address __________________ _____________________________ ___________________ Scott R. Chairman/J.R. Simplot Company 999 Main Street Simplot Boise, Idaho 83702 Stephen Retired President, J.R. Simplot 999 Main Street Beebe Company Boise, Idaho 83702 During the last five years, neither of the above managers of JRS Management has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, and has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. Both of the managers are U.S. citizens. JRS Management is controlled by its members through the power to elect the managers. The members of JRS Management and their identity and background information are as follows: a) The Trust; b) JRS Properties III (interest will be eliminated in consolidation); and c) J.R. Simplot Company, a Nevada corporation. The J.R. Simplot Company is a privately held, diversified agri-business and natural resources company with its principal place of business located at 999 Main Street, Boise, Idaho. The J.R. Simplot Company is owned by descendants of Mr. J.R. Simplot. The directors and executive officers of the J.R. Simplot Company are as follows: Page 4 of 10 A. Directors Name Principal Occupation Business Address _____________________ ______________________________ ___________________ Scott R. Simplot Chairman, J.R. Simplot Company 999 Main Street Boise, Idaho 83702 A. Dale Dunn Retired 999 Main Street Boise, Idaho 83702 Don J. Simplot Director/J.R. Simplot Company 999 Main Street Boise, Idaho 83702 Gay C. Simplot Director/J.R. Simplot Company 999 Main Street Boise, Idaho 83702 Stephen A. Beebe Retired 999 Main Street Boise, Idaho 83702 John Edward Simplot Director/J.R. Simplot Company 999 Main Street Boise, Idaho 83702 Joseph W. Marshall Retired 999 Main Street Boise, Idaho 83702 Richard M. Business Executive 999 Main Street Hormaechea Boise, Idaho 83702 Lawrence S. Hlobik President & CEO, J.R. Simplot 999 Main Street Company Boise, Idaho 83702 Debbie S. McDonald Director/J.R. Simplot Company 999 Main Street Boise, Idaho 83702 Robert J. Lane Retired 999 Main Street Boise, Idaho 83702 Page 5 of 10 B. Executive Officers Lawrence S. Hlobik President & CEO, J.R. Simplot 999 Main Street Company Boise, Idaho 83702 Annette G. Elg Sr. Vice President and Chief Financial 999 Main Street Officer, J.R. Simplot Company Boise, Idaho 83702 William J. Whitacre Sr. Vice President/J.R. Simplot 18 S. 9th Street, Ste. Company 308, Boise, Idaho 83702 Terry T. Uhling Sr. Vice President and Secretary, J.R. 999 Main Street Simplot Company Boise, Idaho 83702 Thomas J. Sorge Vice President and Treasurer, J.R. 999 Main Street Simplot Company Boise, Idaho 83702 During the last five years, none of the above officers and directors of J.R. Simplot Company has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, and has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. Item 3. Source and Amount of Funds or Other Consideration. n/a Item 4. Purpose of the Transaction. n/a Item 5. Interest in Securities of the Issuer. (a) Based upon information contained in the quarterly report on Form 10-Q of the Issuer filed August 5, 2004, with the Securities and Exchange Commission for the quarter ended June 30, 2004 (the "10-Q"), the Shares owned constitute approximately 5.38% of the 16,254,397 shares of Stock outstanding as of August 1, 2004, as reported in the 10-Q. Page 6 of 10 Within the last 60 days, the following Shares of Stock were sold in open market sales through ordinary brokerage transactions: Sale No. of Price per Share Date Shares (including commissions) ______ ______ _______________________ 9/8/04 3000 $8.75 9/9/04 3000 8.88 9/10/04 3000 8.94 9/13/04 2100 8.91 900 8.93 9/14/04 3000 8.79 9/15/04 3000 8.71 9/20/04 3000 8.47 9/21/04 3000 8.57 9/22/04 3000 8.82 9/23/04 3000 8.73 9/24/04 2000 8.70 1000 8.75 9/27/04 400 8.80 1300 8.81 500 8.82 300 8.83 500 8.85 9/28/04 1100 8.91 1900 8.92 9/29/04 3000 9.07 9/30/04 3000 9.13 10/1/04 2900 9.19 100 9.20 10/5/04 107 9.22 600 9.30 100 9.31 93 9.32 400 9.36 500 9.38 100 9.39 500 9.40 100 9.43 10/6/04 2400 9.16 Page 7 of 10 100 9.20 10/7/04 2500 9.79 10/8/04 2500 9.75 10/12/04 600 9.55 910 9.63 300 9.64 1000 9.65 190 9.68 10/13/04 1400 9.60 1600 9.61 10/14/04 3000 9.10 10/15/04 2900 9.00 100 9.01 10/18/04 2400 9.00 100 9.03 400 9.05 100 9.06 10/19/04 654 8.87 200 8.89 1000 8.95 100 8.96 500 8.97 200 8.99 246 9.01 100 9.03 10/20/04 700 8.60 100 8.66 200 8.67 400 8.69 100 8.70 100 8.71 200 8.72 100 8.73 100 8.74 10/22/04 900 8.94 1000 8.96 100 8.97 10/25/04 800 8.63 400 8.73 100 8.74 700 8.78 10/26/04 2000 8.93 Page 8 of 10 10/27/04 1500 9.15 300 9.21 100 9.20 100 9.19 10/28/04 2000 9.03 10/29/04 2000 8.91 11/1/04 2000 9.30 11/2/04 200 9.12 1100 9.16 400 9.17 300 9.18 11/3/04 300 9.20 16 9.21 100 9.28 100 9.33 400 9.35 1000 9.61 84 9.62 11/4/04 100 8.98 100 9.05 99 9.08 101 9.25 601 9.29 100 9.30 99 9.32 200 9.55 100 9.56 400 9.57 100 9.79 11/5/04 1000 9.66 200 9.71 800 9.72 11/8/04 1400 9.84 600 9.85 11/9/04 4000 10.07 (b) See Item 5(a). (c) See Item 5(a). (d - e) Not applicable. Page 9 of 10 After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify the information set forth in this statement is true, complete and correct. Date: November 9, 2004 JRS PROPERTIES III L.P., An Idaho Limited Partnership, by its Sole General Partner JRS Management, L.L.C. an Idaho Limited Liability Company By /s/ Scott R. Simplot ----------------------------- Scott R. Simplot, Manager Page 10 of 10 -----END PRIVACY-ENHANCED MESSAGE-----