-----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, ODgORs1ixf4dyd+Pj5SetUmoYbKlEcHM9b+mLtL3TKmEIokes4eHBxYQzgxqDIBw GaeLtEXeSBQDB9/1pdeIkw== 0001037854-05-000016.txt : 20050908 0001037854-05-000016.hdr.sgml : 20050908 20050908183910 ACCESSION NUMBER: 0001037854-05-000016 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050831 FILED AS OF DATE: 20050908 DATE AS OF CHANGE: 20050908 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: 051076268 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 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: NL INDUSTRIES INC CENTRAL INDEX KEY: 0000072162 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-03919 FILM NUMBER: 051076266 BUSINESS ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240-2697 BUSINESS PHONE: 972-233-1700 MAIL ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240-2697 FORMER NAME: FORMER CONFORMED NAME: NATIONAL LEAD CO DATE OF NAME CHANGE: 19710520 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CONTRAN CORP CENTRAL INDEX KEY: 0000024240 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-03919 FILM NUMBER: 051076269 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: VALHI INC /DE/ CENTRAL INDEX KEY: 0000059255 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-03919 FILM NUMBER: 051076267 BUSINESS ADDRESS: STREET 1: 5430 LBJ FRWY STREET 2: STE 1700 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9722331700 MAIL ADDRESS: STREET 1: THREE LINCOLN CENTER STREET 2: 5430 LBJ FREEWAY SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 FORMER NAME: FORMER CONFORMED NAME: LLC CORP DATE OF NAME CHANGE: 19870329 FORMER NAME: FORMER CONFORMED NAME: LIBERTY LOAN CORP DATE OF NAME CHANGE: 19800414 4 1 fr50907_ex.xml X0202 4 2005-08-31 0 0000055604 KEYSTONE CONSOLIDATED INDUSTRIES INC KESNQ.OB 0001037854 SIMMONS HAROLD C 5430 LBJ FREEWAY SUITE 1700 DALLAS TX 75240 0 0 1 0 0000059255 VALHI INC /DE/ 5430 LBJ FRWY STE 1700 DALLAS TX 75240 0 0 1 0 0000072162 NL INDUSTRIES INC 5430 LBJ FREEWAY SUITE 1700 DALLAS TX 75240-2697 0 0 1 0 0000024240 CONTRAN CORP 5430 LBJ FRWY SUITE 1700 DALLAS TX 75240 0 0 1 0 Common par value $1.00 per share 2005-08-31 4 J 0 4109159 0 D 0 I by Contran Common par value $1.00 per share 2005-08-31 4 J 0 326364 0 D 0 I by Valhi Common par value $1.00 per share 2005-08-31 4 J 0 326050 0 D 0 I by NL Common par value $1.00 per share 2005-08-31 4 J 0 10645 0 D 0 I by Spouse Common par value $0.01 per share 2005-08-31 4 J 0 5100000 0 A 5100000 I by Contran Series A 10% Cumulative Convertible Pay-in-Kind Pref. Stock 4 2005-08-31 4 J 0 54956 211.08 D 2003-03-15 Common Stock $1.00 par value 13739000 0 I by Contran See the Additional Information filed as Exhibit 99 to this statement for a description of this transaction. Directly held by Contran Corporation. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the persons joining in this filing. Directly held by Valhi, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the persons joining in this filing. Directly held by NL Industries, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the persons joining in this filing. There is no expiration date. Exhibit Index 99 Additional Information A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons 2005-09-08 A. Andrew R. Louis, Secretary, for Contran Coproration 2005-09-08 A. Andrew R. Louis, Secretary, for Valhi, Inc. 2005-09-08 A. Andrew R. Louis, Assistant Secretary, for NL Industries, Inc. 2005-09-08 EX-99 2 additionalinformation50907.txt ADDITIONAL INFORMATION Exhibit 99 Additional Information At 5:30 p.m., central daylight time, on August 31, 2005 (the "Effective Time"), Keystone Consolidated Industries, Inc., a Delaware corporation ("Keystone"), together with five of its direct and indirect subsidiaries (FV Steel and Wire Company, DeSoto Environmental Management, Inc., J.L. Prescott Company, Sherman Wire Company (f/k/a/ DeSoto, Inc.) and Sherman Wire of Caldwell, Inc.) (collectively, the "Debtors") emerged from Chapter 11 bankruptcy proceedings. The Debtors had previously received confirmation of the Third Amended Joint Reorganization Plan (the "Reorganization Plan") from the U.S. Bankruptcy Court for the Eastern District of Wisconsin in Milwaukee at a confirmation hearing held on August 10, 2005, as previously reported in Keystone's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the "SEC") on August 19, 2005 (Exchange Act File No. 1-3919). Effective August 31, 2005 and pursuant to the Reorganization Plan, all shares of Keystone's common stock, par value $1.00 per share, and series A 10% cumulative convertible pay-in-kind preferred stock, no par value per share, outstanding prior to the Effective Time were canceled. Effective August 31, 2005 and pursuant to the Reorganization Plan, Keystone issued 5.1 million shares of its new common stock, par value $0.01 per share ("Common Stock"), to Contran Corporation, a Delaware corporation ("Contran"), and is obligated to issue 4.9 million shares of Common Stock to its unsecured creditors in exchange for allowed claims against Keystone. Contran is the direct holder of 51.0% of the 10.0 million shares of Common Stock to be issued effective August 31, 2005 pursuant to the Reorganization Plan and for purposes of this statement such 10.0 million shares shall be deemed outstanding on such date. 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 this office and the stock ownership and his service as trustee, as described above, (a) Mr. Simmons may be deemed to control Contran and Keystone and (b) Mr. Simmons may be deemed to possess indirect beneficial ownership of the Shares directly held by Contran. However, Mr. Simmons disclaims beneficial ownership of the Shares beneficially owned, directly or indirectly, by Contran. -----END PRIVACY-ENHANCED MESSAGE-----