-----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, Wi+n99OtFmTLPfGuuZNduRNP/SbvXJtDs9NPxI0OLSkRmcpcwW+LGpV13AAvqomu r9rNSmzSQlOzbqfW20G9rw== 0000024240-08-000035.txt : 20080325 0000024240-08-000035.hdr.sgml : 20080325 20080325163709 ACCESSION NUMBER: 0000024240-08-000035 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080324 FILED AS OF DATE: 20080325 DATE AS OF CHANGE: 20080325 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SIMMONS HAROLD C CENTRAL INDEX KEY: 0001037854 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-03919 FILM NUMBER: 08709715 BUSINESS ADDRESS: BUSINESS PHONE: 9722331700 MAIL ADDRESS: STREET 1: THREE LINCOLN CENTRE STREET 2: 5430 LBJ FREEWAY STE 1700 CITY: DALLAS STATE: TX ZIP: 75240-2697 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Simmons Annette C CENTRAL INDEX KEY: 0001302221 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-03919 FILM NUMBER: 08709714 BUSINESS ADDRESS: BUSINESS PHONE: 972-233-1700 MAIL ADDRESS: STREET 1: 5430 LBJ FREEWAY, SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KEYSTONE CONSOLIDATED INDUSTRIES INC CENTRAL INDEX KEY: 0000055604 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 370364250 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5430 LBJ FWY STE 1740 STREET 2: THREE LINCOLN CENTRE CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2144580028 MAIL ADDRESS: STREET 1: 5430 LBJ FWY STE 1740 STREET 2: THREE LINCOLN CENTRE CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: KEYSTONE STEEL & WIRE CO DATE OF NAME CHANGE: 19710506 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CONTRAN CORP CENTRAL INDEX KEY: 0000024240 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-03919 FILM NUMBER: 08709713 BUSINESS ADDRESS: STREET 1: 5430 LBJ FRWY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9724504228 MAIL ADDRESS: STREET 1: 5430 LBJ FRWY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 4 1 f4kes080324hcs_ex.xml X0202 4 2008-03-24 0 0000055604 KEYSTONE CONSOLIDATED INDUSTRIES INC KYCN 0001037854 SIMMONS HAROLD C THREE LINCOLN CENTRE 5430 LBJ FREEWAY STE 1700 DALLAS TX 75240-2697 0 0 1 0 0001302221 Simmons Annette C 5430 LBJ FREEWAY, SUITE 1700 DALLAS TX 75240 0 0 1 0 0000024240 CONTRAN CORP 5430 LBJ FRWY SUITE 1700 DALLAS TX 75240 0 0 1 0 Common Stock, par value $0.01 per share 2008-03-24 4 J 0 1763464 10 A 6863803 I by Contran Common Stock, par value $0.01 per share 2008-03-24 4 J 0 3457 10 A 13457 I by Spouse See Exhibit 99.1 attached hereto Directly held by Contran Corporation. See Exhibits 99.1 and 99.2 for, among other things, a description of the relationships of the persons joining in this filing. Directly held by the reporting person's spouse. The reporting person disclaims beneficial ownership of these shares Exhibit Index: 99.1 - Description of the Transaction 99.2 - Additional Information A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons 2008-03-25 A. Andrew R. Louis, Attorney-in-fact, for Annette C. Simmons 2008-03-25 A. Andrew R. Louis, Secretary, for Contran Corporation 2008-03-25 EX-99 2 f4kes080324hcs991.txt 99.1 DESCRIPTION OF THE TRANSACTON Exhibit 99.1 Description of the Transaction On February 12, 2008, the issuer distributed in an offering registered with the U.S. Securities and Exchange Commission, at no charge to record holders of its common stock, non-transferable subscription rights to purchase an aggregate of 2,500,000 shares of the issuer's common stock. On that date, the issuer distributed 0.25 of a subscription right to its stockholders for each share of common stock held by those stockholders at the close of business on January 28, 2008. Each whole subscription right entitled the recipient to purchase one share of the issuer's common stock at a subscription price of $10.00. Any stockholder who exercised his or her subscription rights in full was entitled to oversubscribe for additional shares, subject to certain limitations, to the extent shares were available. The subscription rights expired at 5:00 p.m., Eastern Time, on March 17, 2008. Pursuant to the rights offering and their subscription rights that they exercised, on March 24, 2008, Contran Corporation and Annette C. Simmons purchased from the issuer 1,763,434 shares and 3,457 shares, respectively, of the issuer's common stock for $10.00 per share. EX-99 3 f4kes080324hcs992.txt 99.2 ADDITIONAL INFORMATION Exhibit 99.2 Additional Information Contran and Annette C. Simmons are the direct holders of 56.7% and 0.1%, respectively, of the outstanding shares of common stock of the issuer (the "Common Stock"). 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 the office and the stock ownership and his service as trustee, as described above, (a) Mr. Simmons may be deemed to control Contran and the issuer and (b) Mr. Simmons may be deemed to possess indirect beneficial ownership of the shares of the Common Stock directly held by Contran. However, Mr. Simmons disclaims beneficial ownership of the shares of Common Stock beneficially owned by Contran. Annette C. Simmons, Harold C. Simmons' wife, is the direct holder of 13,457 shares of Common Stock. Mr. Simmons may be deemed to share indirect beneficial ownership of such shares. Mr. Simmons disclaims beneficial ownership of all shares that his wife holds directly. -----END PRIVACY-ENHANCED MESSAGE-----