SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 47)*
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
493422 10 9
(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)
September 14, 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 that is the subject of this Schedule 13D, and is filing
this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ ]
*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. 493422 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valhi, Inc.
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 652,414
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
652,414
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
652,414
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 493422 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valhi Group, Inc.
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
Nevada
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 652,414
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
652,414
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
652,414
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 493422 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
National City Lines, Inc.
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
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 652,414
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
652,414
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
652,414
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 493422 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NOA, Inc.
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
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 652,414
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
652,414
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
652,414
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 493422 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dixie Holding Company
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
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 652,414
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
652,414
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
652,414
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 493422 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dixie Rice Agricultural Corporation, Inc.
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
Louisiana
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 652,414
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
652,414
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
652,414
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 493422 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Southwest Louisiana Land Company, Inc.
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
Louisiana
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 652,414
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
652,414
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
652,414
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 493422 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Combined Master Retirement Trust
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
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 682,414
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
682,414
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
682,414
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
EP
CUSIP No. 493422 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harold Simmons Foundation, Inc.
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
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 902,414
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
902,414
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
902,414
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 493422 10 9
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 4,561,173
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
4,561,173
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,561,173
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.5%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 493422 10 9
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 4,851,873
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
4,851,873
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. 47
TO SCHEDULE 13D
This amended and restated statement on Schedule 13D is hereby amended and
restated in its entirety as set forth below, except for Item 3, which is merely
amended (collectively, this "Statement").
Item 1. Security and Issuer
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"). The principal executive offices of the Company are located at
Three Lincoln Centre, 5430 LBJ Freeway, Suite 1740, Dallas, Texas 75240.
Item 2. Identity and Background
(a) This Statement is filed by (i) Valhi, Inc. ("Valhi"), and Contran
Corporation ("Contran") as direct and indirect holders of Shares, (ii) by virtue
of the direct and indirect ownership of securities of Valhi (as described below
in this Statement), Valhi Group, Inc. ("VGI"), National City Lines, Inc.
("National"), NOA, Inc. ("NOA"), Dixie Holding Company ("Dixie Holding"), Dixie
Rice Agricultural Corporation, Inc. ("Dixie Rice"), Southwest Louisiana Land
Company, Inc. ("Southwest"), The Combined Master Retirement Trust (the "CMRT")
and the Harold Simmons Foundation, Inc. (the "Foundation") and (iii) by virtue
of his positions with Contran and certain other entities (as described in this
Statement), 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, Valhi, NL Industries, Inc. ("NL"), the Foundation, the CMRT are
the direct holders of approximately 39.9%, 3.3%, 3.3%, 2.5% and 0.3%,
respectively, of the 9,807,993 Shares outstanding as of July 30, 1998 according
to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1998 (the "Outstanding Shares"). Contran, Valhi and NL may be deemed to control
the Company. Valhi and Tremont Corporation ("Tremont") are the direct holders
of approximately 58.4% and 18.6%, respectively, of the outstanding common stock
of NL and together may be deemed to control NL. Valhi, the Foundation, NL and
Valmont Insurance Company ("Valmont") are the direct holders of approximately
48.5%, 3.9%, 0.6% and 0.5%, respectively, of the outstanding common stock of
Tremont. Valhi 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, Contran, the Foundation, and the Contran Deferred
Compensation Trust No. 2 (the "CDCT No. 2") are the direct holders of 81.9%,
9.5%, 0.7%, 0.5% and 0.2% of the common stock of Valhi, respectively. Together,
VGI, National and Contran may be deemed to control Valhi. National, NOA and
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 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 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 88.8% and 66.3% of the outstanding common stock of
Southwest and Dixie Rice, respectively, and may be deemed to control Southwest
and Dixie Rice.
Substantially all of Contran's outstanding voting stock is held by trusts
established for the benefit of certain of Mr. Harold C. Simmons' children and
grandchildren (the "Trusts"), 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 Foundation directly holds approximately 2.5% of the Outstanding Shares,
3.9% of the outstanding shares of Tremont common stock and 0.5% of the
outstanding shares of Valhi common stock. 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.
The CMRT directly holds approximately 0.3% of the Outstanding Shares and
0.1% of the outstanding shares of each of Valhi and Tremont common stock. 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.
Valmont and NL directly own 1,000,000 shares and 1,186,200 shares,
respectively, of Valhi common stock. Pursuant to Delaware law, Valhi treats the
shares of Valhi common stock owned by Valmont and NL as treasury stock for
voting purposes and for the purposes of this Statement are not deemed
outstanding.
The CDCT No. 2 directly holds approximately 0.2% of Valhi common stock.
Boston Safe Deposit and Trust Company serves as the trustee of the CDCT No. 2.
Contran established the CDCT No. 2 as an irrevocable "rabbi trust" to assist
Contran in meeting certain deferred compensation obligations that it owed to
Harold C. Simmons. If the CDCT No. 2 assets are insufficient to satisfy such
obligations, Contran is obligated to satisfy the balance of such obligations as
they come due. Due to the terms of the CDCT No. 2, Contran (i) retains the
power to vote the shares of Valhi common stock held directly by the CDCT No. 2,
(ii) retains dispositive power over such shares and (iii) may be deemed the
indirect beneficial owner of such shares.
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 chairman of the board and chief executive officer of Dixie Rice and
Southwest. He is also the chairman of the board of NL and a director of
Tremont.
By virtue of the holding of the offices, the stock ownership and his
service as trustee, all as described above, (a) Mr. Simmons may be deemed to
control the entities described above 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 disclaims
such beneficial ownership of the Shares beneficially owned, directly or
indirectly, by any of such entities, except to the extent of his vested
beneficial interest in the Shares held by the CMRT.
Harold C. Simmons' spouse is the direct owner of 10,500 Shares and 3,747
and 77,000 shares of Tremont and Valhi common stock, respectively. Mr. Simmons
may be deemed to share indirect beneficial ownership of such shares. Mr.
Simmons disclaims all such beneficial ownership.
Certain information concerning the directors and executive officers of the
Reporting Persons, including offices held by Mr. Simmons is set forth on
Schedule B attached hereto and incorporated herein by reference.
(b) The principal offices of Valhi, VGI, National, NOA, Dixie Holding,
Southwest, Dixie Rice, the CMRT, the Foundation and Contran are located at, and
the business address of Harold C. Simmons is, Three Lincoln Centre, 5430 LBJ
Freeway, Suite 1700, Dallas, Texas 75240-2697. The principal business address
of Dixie Rice is 600 Pasquiere Street, Gueydan, Louisiana 70542. The principal
business address of Southwest is 402 Canal Street, Houma, Louisiana 70360. The
business addresses of the remaining directors and executive officers of the
Reporting Persons are set forth on Schedule B to this Statement and incorporated
herein by reference.
(c) Valhi is engaged though its subsidiaries in the titanium dioxide
pigments, titanium metals products, ergonomic computer support systems,
precision ball bearing slides and locking systems and waste management
industries.
In addition to activities engaged in through Valhi and the other companies
Valhi may be deemed to control, as described above, and in addition to holding
the securities described above, (i) VGI is engaged in holding notes receivable;
(ii) National is engaged in holding notes receivable and, directly or through
other companies, in real estate, oil and gas activities and the rental and sales
of compressors and related products; (iii) Dixie Holding is engaged in holding
preferred stock of Contran; (iv) NOA is engaged in real estate and holding notes
receivable; (v) Dixie Rice is engaged in land management, agriculture and oil
and gas activities; (vi) Southwest is engaged in land management, agriculture
and oil and gas activities; and (vii) among other things, Contran is engaged
through the Company in the production of steel rod, wire and wire products.
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. The employee benefit plans funded by the trusts
participating in the CMRT are subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended.
The Foundation is a tax-exempt foundation organized for charitable
purposes.
(d) None of the Reporting Persons or, to the best knowledge of such
persons, any of the persons named in Schedule B to this Statement has been
convicted in a criminal proceeding in the past five years (excluding traffic
violations or similar misdemeanors).
(e) None of the Reporting Persons or, to the best knowledge of such
persons, any person named in Schedule B to this Statement, was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person 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.
(f) Contran, Dixie Holding, National and Valhi are Delaware corporations.
VGI is a Nevada corporation. NOA is a Texas corporation and the Foundation is a
Texas non-profit corporation. Dixie Rice and Southwest are Louisiana
corporations. The CMRT is governed by the laws of the state of Texas, except as
those laws are superseded by federal law. Harold C. Simmons and all the persons
named on Schedule B to this Statement are citizens of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration
The total amount of funds required by Contran to acquire the Shares
reported in Item 5(c) was $2,753,607.50 (including commissions). Such funds
were or will be provided by Contran's cash on hand and no funds were borrowed
for such purpose.
The Reporting Persons understand that the funds required by each person
named in Schedule A to this Statement to acquire Shares were from such person's
personal funds.
Item 4. Purpose of Transaction
Contran purchased the additional Shares reported in Item 5(c) of this
Statement in order to increase its 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,
other than the CMRT and the Foundation, 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.
As described under Item 2, Harold C. Simmons, through Contran, may be
deemed to control the Company.
The information included in Item 6 of this Statement is incorporated herein
by reference.
The Reporting Persons understand that prior purchases of Shares by each of
the persons named in Schedule A to this Statement and Mr. Simmons' spouse were
made for the purpose of such person's personal investment.
Certain of the persons named in Schedule B to this Statement, namely
Messrs. Glenn R. Simmons, J. Walter Tucker, Jr. and Robert W. Singer, are
executive officers and/or directors of the Company and may acquire Shares from
time to time pursuant to employee benefit plans that the Company sponsors or
other compensation arrangements with the Company.
Except as described in this Item 4, none of the Reporting Persons nor, to
the best knowledge of such persons, any other person named in Schedule A to the
this Statement has formulated any plans or proposals that relate to or would
result in any matter required to be disclosed in response to paragraphs (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Contran, Valhi, NL, the Foundation, the CMRT and Harold C. Simmons'
spouse are the direct beneficial owners of 3,908,759, 326,364, 326,050, 250,000,
30,000 and 10,500 of the Shares, respectively.
By virtue of the relationships described under Item 2 of this Statement:
(1) Valhi, VGI, National, Dixie Holding, NOA, Dixie Rice and
Southwest may each be deemed to be the beneficial owner of the 326,364
Shares that Valhi directly holds and the 326,050 Shares that NL directly
holds (an aggregate of approximately 6.7% of the Outstanding Shares);
(2) The CMRT may be deemed to be the beneficial owner of the 682,414
Shares that Valhi, NL and the CMRT directly hold (an aggregate of
approximately 7.0% of the Outstanding Shares);
(3) The Foundation may be deemed to be the beneficial owner of the
902,414 Shares that Valhi, NL and the Foundation directly hold (an
aggregate of approximately 9.2% of the Outstanding Shares);
(4) Contran may be deemed to be the beneficial owner of the 4,561,173
Shares that Contran, Valhi and NL directly hold (an aggregate of
approximately 46.5% of the Outstanding Shares); and
(5) While Harold C. Simmons does not directly own any Shares, he may
be deemed to be the beneficial owner of the 4,851,873 Shares that Contran,
Valhi, NL, the Foundation, the CMRT and his spouse directly hold (an
aggregate of approximately 49.5% of the Outstanding Shares).
Except to the extent of his vested beneficial interest in Shares directly held
by the CMRT, Mr. Simmons disclaims beneficial ownership of all Shares.
The Reporting Persons understand, based on ownership filings with the
Securities and Exchange Commission (the "Commission") or upon information
provided by the persons listed on Schedule B to this Statement, that such
persons may be deemed to personally beneficially own the Shares as indicated on
Schedule C to this Statement.
(b) By virtue of the relationships described in Item 2:
(1) Valhi, VGI, National, Dixie Holding, NOA, Dixie Rice and
Southwest may each be deemed to share the power to vote and direct the
disposition of the Shares that Valhi and NL directly hold;
(2) The CMRT may be deemed to share the power to vote and direct the
disposition of the Shares that Valhi, NL and the CMRT directly hold;
(3) The Foundation may be deemed to share the power to vote and
direct the disposition of the Shares that Valhi, NL and the Foundation
directly hold;
(4) Contran may be deemed to share the power to vote and direct the
disposition of the Shares that Contran, Valhi and NL directly hold; and
(5) Harold C. Simmons may be deemed to share the power to vote and
direct the disposition of the Shares that Contran, Valhi, NL, the
Foundation, the CMRT and his spouse directly hold.
(c) The table below sets forth additional purchases of the Shares by the
Reporting Persons during the 60 days prior to September 14, 1998 and from
September 14, 1998. Contran purchased all of such Shares on the New York Stock
Exchange, Inc.
Approximate Price
Per Share ($)
Amount of (exclusive of
Date Shares commissions)
- -------------- --------------- -----------------
07/16/98 2,000 $12.5000
07/17/98 3,200 $12.7500
07/21/98 8,200 $12.8750
07/22/98 900 $12.8750
07/23/98 10,900 $12.8750
07/24/98 5,000 $12.7500
07/27/98 5,000 $12.3750
07/27/98 10,000 $12.5000
07/27/98 5,000 $12.6250
07/27/98 20,000 $12.7500
07/27/98 10,000 $12.8750
07/29/98 5,000 $11.7500
07/29/98 10,000 $12.0000
07/31/98 5,000 $10.2500
07/31/98 5,000 $10.5000
07/31/98 5,000 $10.7500
07/31/98 5,000 $11.0000
09/03/98 19,500 $7.5000
09/03/98 500 $7.3750
09/14/98 100,000 $8.0000
09/17/98 48,700 $7.7500
(d) Each of Contran, Valhi, NL, the Foundation, the CMRT and Mr. Simmons'
spouse has the right to receive and the power to direct the receipt of dividends
from, and proceeds from the sale of, the Shares directly held by such entity or
person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
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. As of September 11, 1998, no money had been
borrowed under the Societe Facility, but letters of credit in the aggregate face
amount of approximately $4,680,000 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.
The information included in Item 4 of this Statement is hereby incorporated
herein by reference.
Other than set forth above, neither of the Reporting Persons nor, to the
best knowledge of such persons, any person named in Schedule A to this Statement
has any contract, arrangement, understanding or relationship (legal or
otherwise) with any person with respect to securities of the Company, including,
but not limited to, transfer or voting of any such securities, finder's fees,
joint ventures, loans or option arrangements, puts or calls, guarantees of
profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
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 (incorporated by
reference to Exhibit 2 to Amendment No. 46 to this Statement).
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: September 24, 1998
/s/ Harold C. Simmons
--------------------------------
Harold C. Simmons
Signing in the capacities listed on Schedule
"A" attached hereto and incorporated herein by
reference.
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: September 24, 1998
/s/ Steven L. Watson
--------------------------------
Steven L. Watson
Signing in the capacities listed on Schedule
"A" attached hereto and incorporated herein by
reference.
SCHEDULE A
HAROLD C. SIMMONS, in his individual capacity and as trustee for THE COMBINED
MASTER RETIREMENT TRUST.
STEVEN L. WATSON, as vice president of each of:
CONTRAN CORPORATION
DIXIE HOLDING COMPANY
DIXIE RICE AGRICULTURAL CORPORATION, INC.
HAROLD SIMMONS FOUNDATION, INC.
NATIONAL CITY LINES, INC.
NOA, INC.
SOUTHWEST LOUISIANA LAND COMPANY, INC.
VALHI GROUP, INC.
VALHI, INC.
Schedule B
The names of the directors and executive officers of Contran Corporation
("Contran"), the Harold Simmons Foundation, Inc. (the "Foundation"), Dixie Rice
Agricultural Corporation, Inc. ("Dixie Rice"), Dixie Holding Company ("Dixie
Holding"), National City Lines, Inc. ("National"), NOA, Inc. ("NOA"), Southwest
Louisiana Land Company, Inc. ("Southwest"), Valhi Group, Inc. ("VGI") and Valhi,
Inc. ("Valhi") and their present principal occupations are set forth below.
Except as otherwise indicated, each such person is a citizen of the United
States of America and the business address of each such person is 5430 LBJ
Freeway, Suite 1700, Dallas, Texas 75240.
Name Present Principal Occupation
- ----------------------------- ---------------------------------
Eugene K. Anderson Vice president of Contran, Dixie
Holding, NOA, National VGI and
Valhi; and treasurer of the
Foundation.
F. Murlyn Broussard (1) Treasurer of Southwest.
Joseph S. Compofelice (2) Chairman of the board and chief
executive officer of CompX
International Inc., a
manufacturer of computer support
systems, drawer slides and
locking systems that is
affiliated with Valhi ("CompX");
executive vice president of
Valhi; a director of NL
Industries, Inc. a producer of
titanium dioxide products ("NL")
that is affiliated with Valhi;
and a director Titanium Metals
Corporation, a producer of
titanium metal products that is
affiliated with Tremont.
Norman S. Edelcup (3) Director of Valhi; chairman of
the board of Item Processing of
America Inc., a processing
service bureau.
Lisa Simmons Epstein Director and president of the
Foundation.
Kenneth R. Ferris (4) Director of Valhi; Distinguished
Professor at the American
Graduate School of International
Management.
J. Mark Hollingsworth General counsel of CompX,
Contran, Dixie Holding, Dixie
Rice, the Foundation, NOA,
National, Southwest, VGI and
Valhi.
Keith A. Johnson Controller of the Foundation.
William J. Lindquist Vice president and tax director
of CompX, Contran, Dixie Holding,
Dixie Rice, NOA, National,
Southwest, VGI and Valhi; and a
director of Contran.
Andrew McCollam, Jr. (1) Director of Dixie Rice; president
and director of Southwest; and a
private investor.
Harold M. Mire (5) Vice president of Dixie Rice and
Southwest.
Bobby D. O'Brien Vice president and treasurer of
CompX, Contran, Dixie Holding,
Dixie Rice, NOA, National, VGI
and Valhi; and vice president of
Southwest.
Glenn R. Simmons Chairman of the board of the
Keystone Consolidated Industries,
Inc. (the "Company"); vice
chairman of the board of Contran,
Dixie Holding, NOA, National, VGI
and Valhi; director of NL,
Tremont and CompX; director and
executive vice president of
Southwest and Dixie Rice.
Harold C. Simmons Chairman of the board and chief
executive officer and president
of Contran, Dixie Holding, NOA,
National, VGI and Valhi; chairman
of the board and chief executive
officer of Dixie Rice and
Southwest; director and chairman
of the board of NL; director of
Tremont; a director and chief
executive officer of the
Foundation; and trustee and
member of the trust investment
committee of The Combined Master
Retirement Trust.
Robert W. Singer President and chief executive
officer of the Company; vice
president of Contran and Valhi;
and a director of CompX.
Richard A. Smith (5) Director and president of Dixie
Rice.
Gregory M. Swalwell Controller of Contran, Dixie
Holding, NOA, National,
Southwest, VGI and Valhi.
J. Walter Tucker, Jr. (6) President, treasurer and a
director of Tucker & Branham,
Inc., a mortgage banking,
insurance and real estate
company; vice chairman of the
board of the Company; and a
director of Valhi.
Steven L. Watson Vice president and secretary of
CompX, Contran, Dixie Holding,
Dixie Rice, NOA, National,
Southwest, VGI and Valhi;
director of Contran and Dixie
Rice; and a director and vice
president of the Foundation.
- ----------
(1) The principal business address for Messrs. Broussard and McCollam is 402
Canal Street, Houma, Louisiana 70360.
(2) The principal business address for Mr. Compofelice is Two Greenspoint
Plaza, 16825 Northchase Drive, Suite 1200, Houston, Texas 77060.
(3) The principal business address for Mr. Edelcup is 5190 N.W. 167th Street,
Suite 300, Miami, Florida 33014.
(4) The principal business address for Dr. Ferris is 15249 North 59th Avenue,
Glendale, Arizona 85306-6000.
(5) The principal business address for Messrs. Mire and Smith is 600 Pasquiere
Street, Gueydan, Louisiana 70542-0010.
(6) The principal business address for Mr. Tucker is 400 E. Central Boulevard,
Orlando, Florida 32801.
SCHEDULE C
Based upon ownership filings with the Commission or upon information
provided by the persons listed on Schedule B to this Statement, such persons may
be deemed to personally beneficially own Shares, as outlined below:
Name Shares Held Options Held (1)
- ------------------------------- ---------------- ----------------
Eugene K. Anderson 200 -0-
F. Murlyn Broussard -0- -0-
Joseph S. Compofelice -0- -0-
Norman S. Edelcup 2,000 -0-
Lisa Simmons Epstein -0- -0-
Kenneth R. Ferris -0- -0-
J. Mark Hollingsworth -0- -0-
Keith A. Johnson 2,000 -0-
William J. Lindquist -0- -0-
Andrew McCollam, Jr. -0- -0-
Harold M. Mire -0- -0-
Bobby D. O'Brien -0- -0-
Glenn R. Simmons (2) 41,100 110,833
Harold C. Simmons (3) -0- -0-
Robert W. Singer (4) 22,954 23,333
Richard A. Smith -0- -0-
Gregory M. Swalwell -0- -0-
J. Walter Tucker, Jr. 153,450 1,667
Steven L. Watson 2,250 -0-
- ----------
(1) Represents Shares issuable pursuant to the exercise within 60 days of the
date of this Statement of stock options.
(2) The Reporting Persons understand the Shares indicated as held by Glenn R.
Simmons include 18,300 Shares held in his individual retirement account.
(3) Mr. Simmons may be deemed to possess indirect beneficial ownership of the
Shares as described in Item 5(a) of this Statement. Mr. Simmons disclaims
beneficial ownership of all Shares.
(4) The Reporting Persons understand that the Shares indicated as held by
Robert W. Singer include 2,500 Shares held in his individual retirement
account.
