0000055604-11-000007.txt : 20110310 0000055604-11-000007.hdr.sgml : 20110310 20110310105443 ACCESSION NUMBER: 0000055604-11-000007 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20110309 FILED AS OF DATE: 20110310 DATE AS OF CHANGE: 20110310 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: 11677181 MAIL ADDRESS: STREET 1: THREE LINCOLN CENTRE STREET 2: 5430 LBJ FREEWAY STE 1700 CITY: DALLAS STATE: TX ZIP: 75240-2697 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: 11677182 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 edgar.xml PRIMARY DOCUMENT X0303 4 2011-03-09 0000055604 KEYSTONE CONSOLIDATED INDUSTRIES INC KYCN 0000024240 CONTRAN CORP 5430 LBJ FREEWAY, SUITE 1700 DALLAS TX 75240 0 0 1 0 0001037854 SIMMONS HAROLD C 5430 LBJ FREEWAY, SUITE 1700 DALLAS TX 75240 0 0 1 0 Common Stock, par value $0.01 per share 2011-03-08 4 P 0 1623798 6.50 A 9086028 D See the Description of the Transaction filed as Exhibit 99.2 to this statement for a description of this transaction. Directly held by Contran Corporation. See the Additional Information filed as Exhibit 99.2 to this statement for a description of the relationship of an additional person who may be deemed to beneficially own these shares. Annette C. Simmons directly holds 13,457 shares of the common stock, par value $0.01 per share, of the issuer. See Additional Information filed as Exhibit 99.2 to this statement for a description of her relationship to Contran Corporation. Exhibit Index Exhibit 99.1 - Description of the Transaction Exhibit 99.2 - Additional Information A. Andrew R. Louis, Secretary, for Contran Corporation 2011-03-09 A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons 2011-03-09 EX-99 2 f4kycn110309con.htm EXHIBIT 99.1 DESCRIPTION OF TRANSACTION 
f4kycn110309con.txt



Exhibit 99.1 Description of the Transaction



       On February 1, 2011, Contran Corporation ("Contran Corporation")

commenced a tender offer for up to 2,600,000 shares of common stock, par value

$0.01, of the issuer at a price of $6.50 net per share in cash, without interest

and less applicable withholding taxes. The tender offer expired at 5:00 p.m.,

New York City time, on March 8, 2011.  According to Computershare Trust Company,

N.A., the depositary for the tender offer, as of the expiration of the tender

offer, 1,623,798 shares of the issuer's common stock had been validly tendered

and not withdrawn pursuant to the tender offer.  Contran accepted for purchase

pursuant to the terms of the tender offer all of the shares that were validly

tendered and not withdrawn in the tender offer.
EX-99 3 f4kycn110309con1.htm EXHIBIT 99.2 ADDITIONAL INFORMATION 
f4kycn110309con1.txt



Exhibit 99.2 Additional Information



       Contran Corporation ("Contran") and Annette C. Simmons are the direct

holders of 75.1% and 0.1%, respectively, of the outstanding shares of common

stock, par value $0.01 per share, 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 is the wife of Harold C. Simmons and 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.  Mrs.

Simmons disclaims beneficial ownership of all shares that she does not hold

directly.