SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
to
SCHEDULE 13D
Under the
Securities Exchange Act of 1934
COMMONWEALTH INDUSTRIES, INC.
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(Name of Issuer)
Common Stock ($.01 par value)
----------------------------------------
(Title of Class of Securities)
20290410-8
------------------
(CUSIP Number)
Ronald N. Graves, Esq.
J.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)
December 3, 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: [ ]
<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 2,365,700
Shares
Beneficially 8) Shared Voting Power 0
Owned
by Each 9) Sole Dispositive Power 2,365,700
Reporting
Person With: 10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,365,700 shares
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
13) Percent of Class Represented by Amount in Row (11)
14.23%
14) Type of Reporting Person
IN
<PAGE>
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. This Amendment
No. 3 amends the Schedule 13D originally filed on March 1, 1999 on
behalf of the J.R. Simplot Self-Declaration of Revocable Trust
dated December 21, 1989 (the "Trust"), as amended by Amendment No.
1 to Schedule 13D filed on November 12, 1999, and as amended by
Amendment No. 2 to Schedule 13D filed on December 2, 1999. 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.
The purpose of this Amendment is to report additional
purchases of Stock by the Trust.
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 5. INTEREST IN SECURITIES OF THE ISSUER.
___________________________________________________________________
(a - b) As of December 27, 1999, the Trust owned 2,365,700
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, 1999 (the "10-Q"),
the shares owned constitute approximately 14.23% of the 16,621,000
shares of Stock outstanding, as reported in the 10-Q.
(c) During the 60 days prior to and including December 27,
1999, but excluding transactions reported previously in Amendment
No. 2, the Trust acquired the shares of Stock described below in
open market purchases through ordinary brokerage transactions:
<TABLE>
<CAPTION>
<S> <C> <C>
Purchase No. of Price per Share
Date Shares (including commissions)
12/1/99 5,000 $13.000
12/2/99 21,000 13.351
12/3/99 177,700 14.500
12/6/99 20,000 14.500
12/7/99 183,000 14.297
12/8/99 30,000 14.062
12/9/99 25,000 13.850
12/10/99 10,000 13.625
12/13/99 20,000 13.560
12/14/99 15,000 13.500
<PAGE>
12/15/99 20,000 13.984
(d - e) Not applicable.
</TABLE>
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.
J.R. Simplot Self-Declaration of
Revocable Trust
By //J.R. Simplot//
J.R. Simplot, as Trustee
Date: December 28, 1999
