SC 13G/A 1 sc13gamdt12207.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment No. 1 Under the Securities Exchange Act of 1934 Keystone Consolidated Industries, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 493422307 (CUSIP Number) February 2, 2007 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this schedule is filed: | | Rule 13d-1(b) |X| Rule 13d-1(c) | | Rule 13d-1(d) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13G CUSIP No. 493422307 1 NAME OF REPORTING PERSON Carl C. Icahn S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 369,533 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 369,533 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 369,533 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.7% 12 TYPE OF REPORTING PERSON* IN SCHEDULE 13G CUSIP No. 493422307 1 NAME OF REPORTING PERSON Starfire Holding Corporation S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 369,533 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 369,533 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 369,533 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.7% 12 TYPE OF REPORTING PERSON* CO SCHEDULE 13G CUSIP No. 493422307 1 NAME OF REPORTING PERSON Buffalo Investors Corp. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 369,533 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 369,533 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 369,533 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.7% 12 TYPE OF REPORTING PERSON* CO SCHEDULE 13G CUSIP No. 493422307 1 NAME OF REPORTING PERSON Highcrest Investors Corp. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 369,533 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 369,533 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 369,533 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.7% 12 TYPE OF REPORTING PERSON* CO SCHEDULE 13G CUSIP No. 493422307 1 NAME OF REPORTING PERSON ACF Industries Holding Corp. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 369,533 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 369,533 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 369,533 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.7% 12 TYPE OF REPORTING PERSON* CO SCHEDULE 13G CUSIP No. 493422307 1 NAME OF REPORTING PERSON Unicorn Associates Corporation S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 369,533 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 369,533 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 369,533 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.7% 12 TYPE OF REPORTING PERSON* CO SCHEDULE 13G CUSIP No. 493422307 1 NAME OF REPORTING PERSON Arnos Corp. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Nevada NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 369,533 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 369,533 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 369,533 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.7% 12 TYPE OF REPORTING PERSON* CO SCHEDULE 13G CUSIP No. 493422307 1 NAME OF REPORTING PERSON Philip Services Corp. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 369,533 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 369,533 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 369,533 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.7% 12 TYPE OF REPORTING PERSON* CO SCHEDULE 13G CUSIP No. 493422307 1 NAME OF REPORTING PERSON PSC Metals, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 369,533 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 369,533 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 369,533 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.7% 12 TYPE OF REPORTING PERSON* CO SCHEDULE 13G ITEM 1. (a) Name of Issuer: Keystone Consolidated Industries, Inc. (b) Address of Issuers Principal Executive Offices: 5430 LBJ Freeway, Suite 1740, Three Lincoln Centre, Dallas, Texas 75240 ITEM 4. Ownership Item 4 is hereby amended to the following: Ownership as of the filing date: (a - b) As of the close of the business day on February 2, 2007, the Icahn Group is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act), in the aggregate, 369,533 Shares, representing approximately 3.7% of the Issuer's outstanding Shares (based upon the 10,000,000 Shares stated to be outstanding as of November 14, 2006 by the Issuer in the Issuer's Form 10Q filed with the Securities and Exchange Commission on November 14, 2006). Each of Mr. Icahn and each entity in the Icahn Group (other than PSC) is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) 369,533 Shares which PSC directly owns. Each of Mr. Icahn and each entity in the Icahn Group (other than PSC) disclaims such beneficial ownership for all other purposes. (c) The information set forth in the cover pages hereto is herby incorporated in its entirety herein. ITEM 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following. [X] NOT APPLICABLE ITEM 10. Certification By signing below each of the undersigned certifies that, to the best of each of the undersigned's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having the purpose or effect. SIGNATURES After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned certifies that the information set forth in this statement on Schedule 13G is true, complete and correct. Dated: February 2, 2007 /s/ Carl C. Icahn ----------------- Carl C. Icahn, Individually STARFIRE HOLDING CORPORATION /s/ Keith Cozza --------------- By: Keith Cozza Title: Treasurer BUFFALO INVESTORS CORP. /s/ Keith Cozza --------------- By: Keith Cozza Title: Vice President HIGHCREST INVESTORS CORP. /s/ Keith Cozza --------------- By: Keith Cozza Title: Vice President ACF INDUSTRIES HOLDING CORP. /s/ Keith Cozza --------------- By: Keith Cozza Title: Vice President [Signature page of Schedule 13G - Keystone Consolidated Industries, Inc.] UNICORN ASSOCIATES CORPORATION /s/ Edward E. Mattner --------------------- By: Edward E. Mattner Title: President ARNOS CORP. /s/ Edward E. Mattner --------------------- By: Edward E. Mattner Title: Vice President PHILIP SERVICES CORP. /s/ Vincent J. Intrieri ----------------------- By: Vincent J. Intrieri Title: President PSC METALS, INC. /s/ Joseph King --------------- By: Joseph King Title: Vice President [Signature page of Schedule 13G - Keystone Consolidated Industries, Inc.]