SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the
Securities Exchange Act of 1934
COMMONWEALTH INDUSTRIES, INC.
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(Name of Issuer)
Common Stock ($.01 par value)
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(Title of Class of Securities)
20290410-8
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(CUSIP Number)
Ronald N. Graves, Esq.
John R. Simplot Self-Declaration of Revocable Trust
999 Main Street
Boise, Idaho 83702
Telephone: (208) 336-2110
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(Names, addresses and telephone numbers of persons
authorized to receive notices and communications)
February 19, 1999
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(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: [ ]
<PAGE>
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
<PAGE>
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.
<PAGE>
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:
<TABLE>
<CAPTION>
Purchase No. of Price per Share
Date Shares (excluding commissions)
--------- -------- ----------------------------
<S> <C> <C>
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
</TABLE>
(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
<PAGE>
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
