SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Keystone International, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
493503 10 6
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing 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 the disclosures provided in a prior cover page.
The information required in 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).
13G
CUSIP NO. 493503 10 6
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norwest Corporation
Tax Identification No. 41-0449260
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF (5) SOLE VOTING POWER
SHARES 6,347,992
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 1,100
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 6,350,292
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,351,692
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.8%
12) TYPE OF REPORTING PERSON*
HC
13G
CUSIP NO. 493503 10 6
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norwest Bank Texas, Kerrville, National Association
Tax Identification No. 74-0625470
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF (5) SOLE VOTING POWER
SHARES 5,660,992
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 5,660,992
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,660,992
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.9%
12) TYPE OF REPORTING PERSON*
BK
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
DISCLAIMER: Information in this Schedule 13G is provided solely for
the purpose of complying with Sections 13(d) and 13(g) of the Act and
regulations promulgated thereunder, and is not to be construed as an
admission that Norwest Corporation or any of its subsidiaries is the
beneficial owner of the securities covered by this Schedule 13G for any
purpose whatsoever.
Item 1(a) Name of Issuer:
Keystone International, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
9700 West Gulf Bank Road
Houston, TX 77240
Item 2(a) Name of Person Filing:
1. Norwest Corporation
2. Norwest Bank Texas, Kerrville, National Association
Item 2(b) Address of Principal Business Office:
1. Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, MN 55479-1026
2. Norwest Bank Texas, Kerrville, National Association
301 Junction Highway
Kerrville, TX 78028
Item 2(c) Citizenship:
1. Norwest Corporation: Delaware
2. Norwest Bank Texas, Kerrville, National Association:
United States
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
493503 10 6
Item 3 The person filing is a:
1. Norwest Corporation: Parent Holding Company in
accordance with 240.13d-1(b)(1)(ii)(G)
2. Norwest Bank Texas, Kerrville, National Association:
Bank as defined in Section 3(a)(6) of the Act
Item 4 Ownership:
(a) Amount beneficially owned: 6,351,692 shares, including
5,660,992 shares deemed to be beneficially owned by
Norwest Bank Texas, Kerrville, National Association
("NBTK"). The 5,660,992 shares deemed to be
beneficially owned by NBTK are held of record as
follows: (1) 3,632,350 shares by Cailloux Interests,
Ltd., a Texas limited partnership (the "Partnership"),
of which NBTK is the managing general partner in its
capacity as trustee of the Floyd A. Cailloux Issue
Trusts, (2) 594,171 shares by the estate of Floyd A.
Cailloux (the "Cailloux Estate"), for which NBTK is the
independent executor, (3) 594,171 shares by the
Kathleen C. Cailloux 1997 Charitable Remainder
Unitrust, for which NBTK is the trustee, (4) 830,000
shares by the Cailloux 1994 Charitable Remainder
Unitrust, for which NBTK is the trustee, and (5) 10,300
by the Donald DeVille Individual Retirement Account,
for which NBTK is the trustee.
Transfers among the Cailloux entities described in (1),
(2) and (3) above are presently being contemplated.
Except as discussed below, it is not anticipated that
such transfers, when effective, will affect the number
of shares deemed to be beneficially owned by NBTK. As
of April 11, 1997, the interests of the Cailloux Estate
and Kathleen C. Cailloux, individually, were withdrawn
from the Partnership. In exchange for their respective
Partnership interests, the Cailloux Estate and
Kathleen C. Cailloux will receive shares of Common
Stock in such number as is determined by an appraisal
of the withdrawn Partnership interests, subject to
approval by the County Court at Law of Kerr County,
Texas. NBTK will retain beneficial ownership of the
shares of Common Stock transferred to the Cailloux
Estate by reason of being the independent executor of
the Cailloux Estate but will not retain beneficial
ownership of the shares of Common Stock transferred to
Kathleen C. Cailloux in her individual capacity.
Accordingly, when the transfer of shares of Common
Stock from the Partnership to Kathleen C. Cailloux
becomes effective, the number of shares deemed to
beneficially owned by NBTK will decrease, absent some
other arrangement or transaction.
(b) Percent of class: 17.8%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 6,347,992
(ii) Shared power to vote or direct the vote: 1,100
(iii) Sole power to dispose or to direct the
disposition of: 6,350,292
(iv) Shared power to dispose or direct the disposition
of: 0
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable
Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
Persons other than Norwest Corporation and its subsidiaries
have the right to receive, or the power to direct the
receipt of, dividends from, or the proceeds from the sale
of, such securities. To the knowledge of Norwest
Corporation, other than the Partnership and except as
discussed below, no interest of any such person represents
more than 5% of the class. The Cailloux Estate may have an
interest relating to more than 5% of the class after
aggregating the interest of the estate held separately and
the interest of the estate held through the Partnership.
The interest of the Cailloux Estate held through the
Partnership is in the process of being transferred directly
to the Cailloux Estate. See Item 4(a).
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company:
This statement is being filed by Norwest Corporation as the
parent holding company of Norwest Bank Texas, Kerrville,
National Association, Norwest Bank Minnesota, National
Association and Norwest Bank Colorado, National Association,
all of which subsidiaries are classified as banks under
Regulation 13d-1(b)(1)(ii)(B).
Item 8 Identification and Classification of Members of the Group:
Not Applicable
Item 9 Notice of Dissolution of Group:
Not Applicable
Item 10 Certification:
By signing below, I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purposes or
effect.
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: April 29, 1997
NORWEST CORPORATION
By: /s/ Laurel A. Holschuh
Laurel A. Holschuh, Senior Vice President
and Secretary
AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G to
which this Agreement is attached and any amendments to such Schedule
13G shall be filed on behalf of Norwest Corporation, the parent holding
company of Norwest Bank Texas, Kerrville.
Dated: April 29, 1997
NORWEST CORPORATION
By: /s/ Laurel A. Holschuh
Laurel A. Holschuh, Senior Vice President
and Secretary
NORWEST BANK TEXAS, KERRVILLE, NATIONAL ASSOCIATION
By: /s/ Wes Dorman
Its: Vice President and Trust Officer
