-----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, O1HTHFNxauUTUr/a7kOBs55flncgf+0X5HFAK2Hdohu1YyS6SrbsdlG/5BcDKGou QU8efbjrcaGOtRaQcol+9Q== 0001031523-99-000003.txt : 19990302 0001031523-99-000003.hdr.sgml : 19990302 ACCESSION NUMBER: 0001031523-99-000003 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990301 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMMONWEALTH INDUSTRIES INC/DE/ CENTRAL INDEX KEY: 0000934747 STANDARD INDUSTRIAL CLASSIFICATION: ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS [3350] IRS NUMBER: 133245741 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-47675 FILM NUMBER: 99554067 BUSINESS ADDRESS: STREET 1: 500 WEST JEFFERSON STREET STREET 2: 19TH FLOOR CITY: LOUISVILLE STATE: KY ZIP: 40202-2823 BUSINESS PHONE: 502-589-8100 MAIL ADDRESS: STREET 1: 500 WEST JEFFERSON STREET STREET 2: 19TH FLOOR CITY: LOUISVILLE STATE: KY ZIP: 40202-2823 FORMER COMPANY: FORMER CONFORMED NAME: COMMONWEALTH ALUMINUM CORP DATE OF NAME CHANGE: 19941228 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SIMPLOT J R CENTRAL INDEX KEY: 0000947911 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 999 MAIN ST CITY: BOISE STATE: IA ZIP: 83702 BUSINESS PHONE: 2083362110 MAIL ADDRESS: STREET 1: 999 MAIN ST CITY: BOISE STATE: IA ZIP: 83702 FORMER COMPANY: FORMER CONFORMED NAME: SIMPLOT J R ET AL DATE OF NAME CHANGE: 19950712 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 COMMONWEALTH INDUSTRIES, INC. ---------------------------------------------------- (Name of Issuer) Common Stock ($.01 par value) ---------------------------------------- (Title of Class of Securities) 20290410-8 ------------------ (CUSIP Number) Ronald N. Graves, Esq. John R. Simplot Self-Declaration of Revocable Trust 999 Main Street Boise, Idaho 83702 Telephone: (208) 336-2110 ------------------------------------ (Names, addresses and telephone numbers of persons authorized to receive notices and communications) February 19, 1999 ------------------------ (Date of event which requires filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: [ ] 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons J.R. Simplot/J.R. Simplot Self Declaration of Revocable Trust 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) 3) SEC Use Only 4) Source of Funds WC 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of Organization US Number of 7) Sole Voting Power 1,500,000 Shares Beneficially 8) Shared Voting Power 0 Owned by Each 9) Sole Dispositive Power 1,500,000 Reporting Person With: 10) Shared Dispositive Power 0 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,500,000 shares 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13) Percent of Class Represented by Amount in Row (11) 9.41% 14) Type of Reporting Person IN ITEM 1. SECURITY AND ISSUER The class of securities to which this Statement relates is the common stock, par value $.01 per share (the "Stock"), of Commonwealth Industries, Inc. (the "Issuer"), whose address is 500 West Jefferson Street, Louisville, Kentucky 40202. ITEM 2. IDENTITY AND BACKGROUND (a through f) This statement is being filed on behalf of the John R. Simplot Self-Declaration of Revocable Trust dated December 21, 1989 (the "Trust"). The Trust is an inter vivos revocable trust of which Mr. J.R. Simplot ("Mr. Simplot") is the trustee and beneficiary. Mr. Simplot is a U.S. citizen. Mr. Simplot is Chairman Emeritus of, and a consultant to, J.R. Simplot Company, 999 Main Street, Boise, Idaho 83702. Mr. Simplot has not during the past five years been convicted in any criminal proceeding, excluding traffic violations or similar misdemeanors, and has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The Trust purchased the shares of Stock reported in Item 5 with personal funds of the Trust and with funds provided pursuant to customary margin arrangements between the Trust and Merrill Lynch. ITEM 4. PURPOSE OF TRANSACTION Investment. (a) Mr. Simplot may from time to time seek to increase, reduce or dispose of his investment in the Stock in the open market, in privately negotiated transactions, or otherwise. The determination to effect any such transactions will depend on, among other things, the market price, availability of funds, borrowing costs, market conditions, developments affecting the Issuer and Mr. Simplot, other opportunities available to Mr. Simplot and other considerations. Mr. Simplot intends, from time to time, to review his investment in the Issuer and to take such action with respect to the Issuer as he considers desirable in light of the circumstances then prevailing. (b - j) Not applicable. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a - b) As of February 26, 1999, the Trust owned 1,500,000 shares of Stock. As trustee of the Trust, Mr. Simplot has the sole power to vote and dispose of such shares. Based upon information contained in the Quarterly Report on Form 10-Q of the Issuer filed with the Securities and Exchange Commission for the quarter ended September 30, 1998 (the "10-Q"), the shares owned constitute approximately 9.41% of the 15,944,000 shares of Stock outstanding, as reported in the 10-Q. (c) During the 60 days prior to and including February 26, 1999, the Trust acquired the shares of Stock described below in open market purchases through ordinary brokerage transactions:
Purchase No. of Price per Share Date Shares (excluding commissions) --------- -------- ---------------------------- 02/02/99 22,500 $11.625 02/03/99 10,000 11.875 02/04/99 20,000 12.125 02/09/99 50,500 12.013 02/09/99 87,500 12.539 02/19/99 217,500 11.000 02/23/99 35,000 11.375 2/24/99 15,000 11.250 2/25/99 600,000 11.972 2/26/99 9,500 11.467
(d - e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None After reasonable inquiry and to the best of my knowledge and belief, I certify the information set forth in this statement is true, complete and correct. John R. Simplot Self-Declaration of Revocable Trust /s/ John R. Simplot ____________________________________ John R. Simplot, as Trustee Date: March 1, 1999
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