SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 46)*
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
49342210900
(CUSIP Number)
STEVEN L. WATSON
THREE LINCOLN CENTRE
SUITE 1700
5430 LBJ FREEWAY
DALLAS, TEXAS 75240-2694
(972) 233-1700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 9, 1998
(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 schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Check the following box if a fee is being paid with the statement. [ ] (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
See Rule 13d-7.)
*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).
(Continued on following pages)
CUSIP No. 49342210900
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Contran Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 4,163,573
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
4,163,573
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,163,573
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.8%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 49342210900
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harold C. Simmons
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(SEE
INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS(SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 4,454,073
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
4,454,073
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ X ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
IN
AMENDMENT NO. 45
TO SCHEDULE 13D
This amended statement on Schedule 13D (this "Statement") relates to the
common stock, $1.00 par value per share (the "Shares"), of Keystone Consolidated
Industries, Inc., a Delaware corporation (the "Company"). Items 2, 3, 4, 5, 6
and 7 of this Statement are hereby amended as set forth below.
Item 2. Identity and Background
No change except for the following:
(a) This Statement is filed by Contran Corporation, a Delaware corporation
("Contran"), and, by virtue of the positions reported below, Harold C. Simmons
(collectively, the "Reporting Persons"). By signing this Statement, each
Reporting Person agrees that this Statement is filed on its or his behalf.
Contran, NL Industries, Inc. ("NL") and Valhi, Inc. ("Valhi") are the
direct holders of approximately 38.7%, 3.5% and 2.6%, respectively, of the
9,297,533 Shares outstanding as of November 10, 1997 according to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1997 (the
"Outstanding Shares"). Valhi and Tremont Corporation ("Tremont") are the direct
holders of approximately 58.3% and 17.7%, respectively, of the outstanding
common stock of NL and together may be deemed to control NL. Valhi Group, Inc.
("VGI"), National City Lines, Inc. ("National"), the Harold Simmons Foundation,
Inc. (the "Foundation"), the Contran Deferred Compensation Trust No. 2 (the
"CDCT No. 2"), Valhi, NL and Valmont Insurance Company ("Valmont") are the
direct holders of approximately 35.1%, 5.2%, 3.7%, 3.5%, 1.5%, 0.5% and 0.5%,
respectively, of the outstanding common stock of Tremont. Together, VGI and
National may be deemed to control Tremont. Valhi is the holder of 100% of the
outstanding common stock of Valmont and may be deemed to control Valmont. VGI,
National and Contran are the direct holders of approximately 74.7%, 10.0%, and
7.6%, respectively, of the outstanding common stock of Valhi. Together, VGI,
National and Contran may be deemed to control Valhi. National, NOA, Inc.
("NOA") and Dixie Holding Company ("Dixie Holding") are the direct holders of
approximately 73.3%, 11.4% and 15.3%, respectively, of the outstanding common
stock of VGI. Together, National, NOA and Dixie Holding may be deemed to
control VGI. Contran and NOA are the direct holders of approximately 85.7% and
14.3%, respectively, of the outstanding common stock of National and together
may be deemed to control National. Contran and Southwest Louisiana Land
Company, Inc. ("Southwest") are the direct holders of approximately 49.9% and
50.1%, respectively, of the outstanding common stock of NOA and together may be
deemed to control NOA. Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice")
is the holder of 100% of the outstanding common stock of Dixie Holding and may
be deemed to control Dixie Holding. Contran is the holder of approximately
88.7% and 54.3% of the outstanding common stock of Southwest and Dixie Rice,
respectively, and may be deemed to control Southwest and Dixie Rice.
Mr. Harold C. Simmons is chairman of the board, president and chief
executive officer of Valhi, VGI, National, NOA, Dixie Holding and Contran. Mr.
Simmons is also chairman of the board and chief executive officer of Dixie Rice
and Southwest. Additionally, Mr. Simmons is chairman of the board of NL and is a
director of Tremont.
Substantially all of Contran's outstanding voting stock is held by two
trusts, the Harold C. Simmons Family Trust No. 1 dated January 1, 1964 and the
Harold C. Simmons Family Trust No. 2 dated January 1, 1964 (together, the
"Trusts"), established for the benefit of Mr. Simmons' children and
grandchildren, of which Mr. Simmons is the sole trustee. 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 such shares.
The CDCT No. 2 directly holds approximately 3.5% and 0.2% of the
outstanding shares of Tremont and Valhi common stock, respectively. Boston Safe
Deposit and Trust Company serves as trustee of the CDCT No. 2 (the "Trustee").
Contran established the CDCT No. 2 as an irrevocable "rabbi trust" to assist
Contran in meeting certain deferred compensation obligations that it owes to
Harold C. Simmons. If the CDCT No. 2 assets are insufficient to satisfy such
obligations, Contran must satisfy the balance of such obligations. Pursuant to
the terms of the CDCT No. 2, Contran (i) retains the power to vote the shares
held by the CDCT No. 2, (ii) retains dispositive power over such shares and
(iii) may be deemed the indirect beneficial owner of such shares.
The Foundation directly holds approximately 2.7% of the Outstanding Shares.
The Foundation is a tax-exempt foundation organized for charitable purposes.
Harold C. Simmons is the chairman of the board and chief executive officer of
the Foundation and may be deemed to control the Foundation. Mr. Simmons,
however, disclaims beneficial ownership of any Shares held by the Foundation.
The Combined Master Retirement Trust (the "CMRT") directly holds less than
1.0% of the Outstanding Shares and the outstanding shares of Tremont and Valhi
common stock, respectively. The CMRT is a trust formed by Valhi to permit the
collective investment by trusts that maintain the assets of certain employee
benefit plans adopted by Valhi and related companies. Mr. Simmons is the sole
trustee of the CMRT and the sole member of the trust investment committee for
the CMRT. Mr. Simmons is a participant in one or more of the employee benefit
plans that invest through the CMRT. Mr. Simmons, however, disclaims beneficial
ownership of any shares held by the CMRT, except to the extent of his vested
beneficial interest therein.
By virtue of the holding of such offices, the stock ownership and his
service as trustee, all as described above, (a) Mr. Simmons may be deemed to
control such entities and (b) Mr. Simmons and certain of such entities may be
deemed to possess indirect beneficial ownership of Shares directly held by
certain of such other entities. However, Mr. Simmons and the Trusts disclaim
such beneficial ownership of the Shares beneficially owned, directly or
indirectly, by any of such entities.
Harold C. Simmons' spouse is the direct beneficial owner of 10,500 Shares,
or approximately 0.1% of the Outstanding Shares. Mr. Simmons may be deemed to
share indirect beneficial ownership of such Shares. Mr. Simmons disclaims all
such beneficial ownership.
The Reporting Persons understand that Valmont and NL beneficially owned
1,000,000 shares and 1,186,200 shares, respectively, of Valhi common stock as of
the date of this report. The Reporting Persons further understand that the
shares of Valhi common stock owned by Valmont and NL are treated as treasury
stock by Valhi for voting purposes and for the purposes of this Statement.
Item 3. Source and Amount of Funds or Other Consideration
No change except for the following:
The total amount of funds required to acquire the Shares reported in Item
5(c) was $4,208,287.70 (including commissions). Such funds were or will be
provided by the purchaser's cash on hand and no funds were borrowed for such
purpose.
Item 4. Purpose of Transaction
No change except for the following:
Contran and Valhi purchased the additional Shares reported in Item 5(c) of
this Statement in order to increase the respective purchaser's equity interest
in the Company. Depending upon their evaluation of the Company's business and
prospects, and upon future developments (including, but not limited to,
performance of the Shares in the market, availability of funds, alternative uses
of funds, and money, stock market and general economic conditions), any of the
Reporting Persons or other entities that may be deemed to be affiliated with
Contran may from time to time purchase Shares, and any of the Reporting Persons,
or other entities that may be deemed to be affiliated with Contran may from time
to time dispose of all or a portion of the Shares held by such person, or cease
buying or selling Shares. Any such additional purchases or sales of the Shares
may be in open market or privately negotiated transactions or otherwise.
Harold C. Simmons, through Contran, may be deemed to control the Company.
Item 5. Interest in Securities of the Issuer.
No change except for the following:
(a) Contran, NL, the Foundation, Valhi, the CMRT and Harold C. Simmons'
spouse are the direct beneficial owners of 3,599,759, 326,050, 250,000, 237,764,
30,000 and 10,500 of the Shares, respectively.
By virtue of the relationships described under Item 2 of this Statement:
(1) Contran may be deemed to be the beneficial owner of the 4,163,573
Shares (approximately 44.8% of the Outstanding Shares) directly held by
Contran, NL and Valhi; and
(2) While Harold C. Simmons does not directly own any Shares, he may
be deemed to be the beneficial owner of the 4,454,073 Shares (approximately
47.9% of the Outstanding Shares) directly held by Contran, NL, the
Foundation, Valhi, the CMRT and Mr. Simmons' spouse.
Except to the extent of his vested beneficial interest in Shares directly
held by the CMRT, Mr. Simmons disclaims beneficial ownership of all Shares.
(b) Contran has the direct power to vote and direct the disposition of the
3,599,759 Shares directly held by it and the indirect power to vote and direct
the disposition of the 326,050 Shares directly held by NL and the 237,764 Shares
directly held by Valhi. By virtue of the relationships described in Item 2,
Harold C. Simmons may be deemed to have the power to vote and direct the
disposition of the Shares directly held by Contran, NL, the Foundation, Valhi,
the CMRT and his spouse.
(c) The table below sets forth additional purchases of the Shares by the
Reporting Persons during the 60 days prior to January 9, 1998 and subsequently
to the date of the filing of this Statement. All of such purchases were
effected by the purchaser indicated on the New York Stock Exchange.
Approximate Price
Per Share ($)
Amount of (exclusive of
Date Shares commissions) Purchaser
- -------------- --------------- ----------------- ------------
12/12/97 2,000 $11.3750 Contran
12/12/97 4,000 $11.6250 Contran
12/12/97 700 $11.8750 Contran
12/15/97 300 $11.8750 Contran
12/15/97 1,400 $12.0000 Contran
12/15/97 9,000 $12.2500 Contran
12/16/97 800 $12.0000 Contran
12/16/97 5,000 $12.1875 Contran
12/17/97 5,000 $12.0000 Contran
12/18/97 1,000 $12.0000 Contran
12/22/97 200 $11.7500 Contran
12/22/97 6,800 $11.8750 Contran
12/23/97 4,000 $11.8750 Contran
12/24/97 2,000 $11.7500 Contran
12/24/97 2,000 $11.8750 Contran
12/26/97 4,000 $11.7500 Contran
12/26/97 12,000 $11.8750 Contran
12/29/97 17,500 $11.7500 Contran
12/29/97 5,000 $11.8125 Contran
12/29/97 25,000 $11.8750 Contran
12/30/97 14,000 $11.7500 Contran
12/31/97 12,000 $12.0000 Valhi
01/07/98 2,000 $11.8750 Valhi
01/08/98 40,000 $11.6250 Valhi
01/08/98 16,000 $11.7500 Valhi
01/09/98 1,500 $11.6250 Valhi
01/09/98 28,964 $11.7500 Valhi
01/12/98 5,700 $11.5000 Valhi
01/12/98 5,000 $11.7500 Valhi
01/13/98 5,000 $11.3750 Valhi
01/13/98 5,000 $11.5000 Valhi
01/14/98 400 $11.3125 Valhi
01/14/98 90,100 $11.3750 Valhi
01/15/98 2,000 $11.3750 Valhi
01/20/98 2,500 $11.3750 Valhi
01/21/98 21,600 $11.5000 Valhi
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
No change except for the following:
Contran is a party to a $10 million credit facility (the "Societe
Facility") dated as of November 5, 1997 with Societe Generale, Southwest Agency
("SoGen"), as amended. Borrowings under the Societe Facility bear interest at
the rate announced publicly from time to time by the bank as its prime rate (or
if greater, 0.5% over the rate for overnight federal funds transactions for
members of the Federal Reserve System) or at a rate of 1.5% over LIBOR, are due
November 3, 1998 or such extended maturity date as may be mutually agreed to,
and are secured by certain Shares. On December 31, 1997, no money had been
borrowed under the Societe Facility, but letters of credit in the aggregate face
amount of $3,933,892 had been issued under the Societe Facility. The foregoing
summary of the Societe Facility is qualified in its entirety by reference to
Exhibits 1 and 2 to this Statement, which are incorporated herein by this
reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended and restated in its entirety as follows:
Exhibit 1. Credit Agreement dated as of November 5, 1997 between Contran and
SoGen (incorporated by reference to Exhibit 1 to Amendment No. 45
to this Statement).
Exhibit 2.* First Amendment Agreement dated as of January 8, 1998 between
Contran and SoGen amending the Credit Agreement dated as of
November 5, 1997 between Contran and SoGen.
- ---------
* Filed herewith.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: January 21, 1998
CONTRAN CORPORATION
By: /s/ Steven L. Watson
----------------------------
Steven L. Watson
Vice President
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: January 21, 1998
By: /s/ Harold C. Simmons
----------------------------
Harold C. Simmons
EXHIBIT INDEX
Exhibit 1. Credit Agreement dated as of November 5, 1997 between Contran and
SoGen (incorporated by reference to Exhibit 1 to Amendment No. 45
to this Statement).
Exhibit 2.* First Amendment Agreement dated as of January 8, 1998 between
Contran and SoGen amending the Credit Agreement dated as of
November 5, 1997 between Contran and SoGen.
- ---------
* Filed herewith.
FIRST AMENDMENT AGREEMENT
This First Amendment Agreement dated as of January 8, 1998 (the
"Agreement") is by and between Contran Corporation, a Delaware corporation (the
"Borrower"), and Societe Generale, Southwest Agency ("Bank").
INTRODUCTION
A. Pursuant to the Credit Agreement dated as of November 5, 1997, by and
between the Borrower and the Bank (the "Credit Agreement"), the Bank agreed to
provide advances to the Borrower pursuant to a revolving credit facility in an
aggregate principal amount outstanding at any time of up to U.S. $10,000,000.
B. The Borrower has requested that the Bank amend the indebtedness
covenant set forth in the Credit Agreement and the Bank has agreed to such
amendment subject to the terms and conditions set forth herein.
THEREFORE, in consideration of the premises and the mutual agreements,
representations and warranties set forth herein, and for other good and valuable
consideration, the Borrower and the Bank hereby agree as follows:
Section 1. Definitions; References. Unless otherwise defin-ed in this
Amendment, each capitalized term used in this Amendment has the meaning given to
such term in the Credit Agreement.
Section 2. Amendment. Section 7.4(d) of the Credit Agreement is hereby
amended by (a) deleting the number "$10,000,000" and substituting therefor the
number "$30,000,000," and (b) adding a comma and the following phrase prior to
the period at the end of such Section: "provided that no such Debt which is
incurred on or after January 9, 1998 may mature or otherwise be required to be
prepaid prior to the Termination Date."
Section 3. Representations and Warranties. The Borrower re-presents and
warrants to the Bank that:
(a) any representations and warranties set forth in the Credit Agreement,
as amended by this Amendment, and in any other Loan Document are true and
correct as of the date of this Amendment;
(b) the execution, delivery and performance of the Credit Agreement, as
amended by this Amendment, are within the power and authority of the Borrower
and have been duly authorized by appropriate proceedings. The Credit Agreement
as so amended constitutes a valid legally binding agreement of the Borrower
enforceable in accordance with its terms; and
(c) as of the date of this Amendment, no Default or Event of Default has
occurred and is continuing.
Section 4. Effectiveness. This Amendment shall become effective as of the
date hereof when the Bank shall have received the following:
(a) a counterpart of this Amendment duly executed by the Borrower;
(b) a certificate of the Secretary or an Assistant Secretary of the
Borrower certifying the name and true signature of the officer of the Borrower
authorized to sign this Amendment, in form and substance satisfactory to the
Bank;
Section 5. Choice of Law. This Amendment shall be governed by and
construed and enforced in accordance with the laws of the State of Texas.
Section 6. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall constitute one and the same instrument.
Section 7. INTEGRATION. THE CREDIT AGREEMENT, AS AMENDED BY THIS
AMENDMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS CONSTITUTES THE ENTIRE
AGREEMENT BETWEEN THE PARTIES RELATING TO THE FINANCING TRANSACTION CONTEMPLATED
THEREBY AND SUPERSEDES ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN
OR ORAL, BETWEEN THE PARTIES HERETO CONCERNING THE TRANSACTIONS PROVIDED FOR
HEREIN AND THEREIN.
EXECUTED as of the 8th day of January, 1998.
CONTRAN CORPORATION
/s/ Bobby D. O'Brien
----------------------------------------
Name: Bobby D. O'Brien
--------------------------------
Title: Vice President and Treasurer
--------------------------------
SOCIETE GENERALE, SOUTHWEST AGENCY
/s/ Richard M. Lewis
----------------------------------------
Name: Richard M. Lewis
--------------------------------
Title: Vice President
--------------------------------
/s/ David C. Oldani
----------------------------------------
Name: David C. Oldani
--------------------------------
Title: Assistant Treasurer
--------------------------------
