0001037854-13-000034.txt : 20130722 0001037854-13-000034.hdr.sgml : 20130722 20130722173743 ACCESSION NUMBER: 0001037854-13-000034 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130722 FILED AS OF DATE: 20130722 DATE AS OF CHANGE: 20130722 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: 13979943 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KYCN Acquisition Corp CENTRAL INDEX KEY: 0001578826 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-03919 FILM NUMBER: 13979944 BUSINESS ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 972-458-0028 MAIL ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 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: 13979945 MAIL ADDRESS: STREET 1: THREE LINCOLN CENTRE STREET 2: 5430 LBJ FREEWAY STE 1700 CITY: DALLAS STATE: TX ZIP: 75240-2697 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2013-07-22 1 0000055604 KEYSTONE CONSOLIDATED INDUSTRIES INC KYCN 0001037854 SIMMONS HAROLD C 5430 LBJ FREEWAY, SUITE 1700 DALLAS TX 75240 0 0 1 0 0001578826 KYCN Acquisition Corp 5430 LBJ FREEWAY SUITE 1700 DALLAS TX 75240 0 0 1 0 0000024240 CONTRAN CORP 5430 LBJ FREEWAY, SUITE 1700 DALLAS TX 75240 0 0 1 0 Common Stock, par value $0.01 per share 2013-07-22 4 J 0 13457 9.00 D 0 I by Spouse Common Stock, par value $0.01 per share 2013-07-22 4 J 0 1163950 9.00 A 0 I by Contran See the Description of the Merger filed as Exhibit 99.1 to this statement for a description of the affects of the merger of the issuer with KYCN Acquisition Corporation on the shares of the issuer's common stock formerly held by the reporting persons. Directly held by the reporting person's spouse. See the Additional Information filed as Exhibit 99.2 to this statement for a description of the relationships to the reporting persons immediatley prior to the Merger. Directly held by Contran Corporation. See the Additional Information filed as Exhibit 99.2 to this statement for a description of the relationships to the reporting persons immediatley prior to the Merger. Exhibit Index Exhibit 99.1 - Additional Merger Information Exhibit 99.2 - Additional Information A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons 2013-07-22 A. Andrew R. Louis, Secretary for Contran Corporation 2013-07-22 A. Andrew R. Louis , Secretary for KYCN Acquisition Corporation 2013-07-22 EX-99 2 f3kycn130722hcs991.htm EXHIBIT 99.1- DESCRIPTION OF THE MERGER

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Exhibit 99.1 Description of the Merger



 Effective at 5:00 p.m. Eastern time on July 22, 2013 (the

"Effective Time") and pursuant to Section 253 of the Delaware General

Corporations Law (the "DGCL"), KYCN Acquisition Corporation ("Merger

Sub"), a wholly-owned subsidiary of Contran Corporation ("Contran"),

merged (the "Merger") with and into the issuer, with the issuer

surviving the Merger (the "Surviving Corporation").  Other than shares of

of the issuer's common stock, par value $0.01 per share ("Common Stock")

owned by Merger Sub immediately prior to the Effective Time and any

shares of Common Stock held by the issuer's former stockholders

immediately prior to the Effective Time who are entitled to and properly

exercise their appraisal rights under, and who comply in all respects

with Section 262 of the DGCL, as a result of the Merger, each issued and

outstanding share of Common Stock was converted into the right to receive

cash equal to $9.00 without interest.  Each share of capital stock of

Merger Sub issued and outstanding immediately prior to the Effective Time

was, by virtue of the Merger and without any action on the part of the

holder thereof converted into one share of Common Stock, par value $0.01

per share of the Surviving Corporation.  Each share of Common Stock

issued and outstanding immediately prior to the Effective Time owned by

Merger Sub was automatically canceled and ceased to exist without any

conversion thereof or distribution of consideration delivered in exchange

therefor.

EX-99 3 f3kycn130722hcs992.htm EXHIBIT 99.2 - ADDITIONAL INFORMATION

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Exhibit 99.2 Additional Information



 Capitalized terms, as applicable, in this Exhibit 99.2 have the

same meanings as the defined terms in Exhibit 99.1 to this Form 4.



 Substantially all of the outstanding voting stock of Contran

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 the chairman of the board of Contran.



 Immediately prior to the Merger, and by virtue of the holding of

the office and the stock ownership and his service as trustee, as

described above, (a) Mr. Simmons was deemed to control Contran, Merger

Sub and the issuer and (b) Mr. Simmons was deemed to possess indirect

beneficial ownership of the shares of the Common Stock directly held by

Merger Sub.  However, Mr. Simmons disclaimed beneficial ownership of the

shares of Common Stock beneficially owned by Merger Sub.  As a result of

the Merger, such shares of Common Stock were canceled.



 Annette C. Simmons is the wife of Harold C. Simmons and immediately

prior to the Merger was the direct holder of 13,457 shares of Common

Stock. As a result of the Merger, each of her shares were converted into

the right to receive cash equal to $9.00 without interest.  Mr. Simmons

disclaims beneficial ownership of all shares of Common Stock that his

wife formerly held directly.  Mrs. Simmons disclaims beneficial ownership

of all shares that she did or does not hold directly.