SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 48)*
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)
June 26, 2001
(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)
6.5%
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
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)
6.5%
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
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)
6.5%
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
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)
6.5%
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
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)
6.5%
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
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)
6.5%
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
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)
6.5%
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
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 4,761,573
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
4,761,573
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,761,573
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.3%
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)
6.8%
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 840,814
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
840,814
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
840,814
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
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 4,990,473
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
4,990,473
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. 48
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 and the CMRT
are the direct holders of approximately 40.8%, 3.2%, 3.2%, 1.9% and 0.3%,
respectively, of the 10,061,969 Shares outstanding as of May 14, 2001 according
to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
2001 (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 60.4% and 20.5%, respectively, of the outstanding common stock of
NL and together may be deemed to control NL. Tremont Group, Inc. ("TGI"),
Tremont Holdings, LLC ("TRE Holdings") and Valhi are the direct holders of
approximately 80.0%, 0.1% and 0.1%, respectively, of the outstanding shares of
Tremont common stock and together may be deemed to control Tremont. Valhi and
TRE Holdings are the direct holders of 80.0% and 20.0%, respectively of the
outstanding common stock of TGI and together may be deemed to control TGI. NL is
the sole member of TRE Holdings and may be deemed to control TRE Holdings.
VGI, National, Contran, the Foundation, the Contran Deferred
Compensation Trust No. 2 (the "CDCT No. 2") and the CMRT are the direct holders
of 81.7%, 9.5%, 1.9%, 0.5%, 0.4% and 0.1%, respectively, of the common stock of
Valhi. 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 direct holder of 100% of the
outstanding common stock of Dixie Holding and may be deemed to control Dixie
Holding. Contran is the holder of 100% of the outstanding common stock of Dixie
Rice and may be deemed to control Dixie Rice. Contran is the holder of
approximately 88.9% of the outstanding common stock of Southwest and may be
deemed to control Southwest.
Substantially all of Contran's outstanding voting stock is held by
trusts established for the benefit of certain children and grandchildren of
Harold C. Simmons (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 any shares of Contran stock
that the Trusts hold.
The Foundation directly holds approximately 1.9% of the Outstanding
Shares 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 Valhi common stock. Valhi established the
CMRT as a trust to permit the collective investment by master trusts that
maintain the assets of certain employee benefit plans Valhi and related
companies adopt. Mr. Simmons is the sole trustee of the CMRT and a 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.
The CDCT No. 2 directly holds approximately 0.4% of the outstanding
Valhi common stock. U.S. Bank National Association 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
owes 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. Pursuant 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.
Valmont Insurance Company ("Valmont") and a subsidiary of NL directly
own 1,000,000 shares and 1,186,200 shares, respectively, of Valhi common stock.
Valhi is the direct holder of 100% of the outstanding common stock of Valmont
and may be deemed to control Valmont. Pursuant to Delaware law, Valhi treats the
shares of Valhi common stock that Valmont and the subsidiary of NL own as
treasury stock for voting purposes and for the purposes of this Statement such
shares are not deemed outstanding.
Mr. Harold C. Simmons is chairman of the board and chief executive
officer of Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest and
Contran. Mr. Simmons is also 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
77,000 shares of 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, component products (ergonomic computer support systems, precision ball
bearing slides and security products), titanium metals products 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.
Valhi established the CMRT as a trust to permit the collective
investment by master trusts that maintain the assets of certain employee benefit
plans Valhi and related companies adopt. 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 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
As a result of the adverse effects of the prolonged downturn in the
domestic steel industry on the Company's operating results, financial position
and capital structure, and the related impact on the stock price for the Shares,
Contran and Valhi have significant unrealized losses with respect to the Shares
that they hold. Contran and Valhi desire to realize these loses for tax
purposes. Accordingly, on June 26, 2001, Contran and Valhi sent a letter to
Titanium Metals Corporation ("TIMET"), a Delaware corporation that is a 39%
owned subsidiary of Tremont, offering to sell all of Contran's and Valhi's
Shares to TIMET for $0.01 per share. A copy of the letter is attached hereto as
Exhibit 1 and incorporated herein by reference. There is no assurance that any
transaction will be consummated under the terms of the proposed offer.
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, Steven L. Watson and J. Walter Tucker, Jr. 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 4,109,159, 326,364, 326,050, 188,400,
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 652,414
Shares that Valhi and NL directly hold (an aggregate of approximately
6.5% 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 6.8% of the Outstanding Shares);
(3) The Foundation may be deemed to be the beneficial owner of
the 840,814 Shares that Valhi, NL and the Foundation directly hold (an
aggregate of approximately 8.4% of the Outstanding Shares);
(4) Contran may be deemed to be the beneficial owner of the
4,761,573 Shares that Contran, Valhi and NL directly hold (an aggregate
of approximately 47.3% 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 4,990,473 Shares
that Contran, Valhi, NL, the Foundation, the CMRT and his spouse
directly hold (an aggregate of approximately 49.6% 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) Not applicable.
(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.
In January 2001, Contran's $10 million credit facility dated as of
November 5, 1997 with Societe Generale, Southwest Agency, as amended, pursuant
to which Contran had pledged Shares, expired in accordance with the terms of the
facility. The facility was not renewed and the Shares pledged pursuant to the
facility were released.
The information included in Item 4 of this Statement is hereby
incorporated herein by reference.
Other than set forth above, none 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. Letter dated June 26, 2001 addressed to Titanium Metals
Corporation from Contran Corporation.
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: June 26, 2001
/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: June 26, 2001
/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 president or 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"), Dixie Holding Company ("Dixie Holding"), Dixie Rice
Agricultural Corporation, Inc. ("Dixie Rice"), the Harold Simmons Foundation,
Inc. (the "Foundation"), 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, Dixie
Rice, National, NOA, Southwest, VGI and Valhi; and treasurer
of the Foundation.
Thomas E. Barry (1) Vice president for executive affairs at Southern Methodist
University and professor of marketing in the Edwin L. Cox
School of Business at Southern Methodist University; and a
director of Valhi.
Norman S. Edelcup (2) Senior vice president business development of Florida
Savings Bancorp; director of Valhi; and trustee of the
Baron Funds, a mutual fund group.
Lisa Simmons Epstein Director and president of the Foundation.
Edward J. Hardin (3) Partner of the law firm of Rogers & Hardin LLP; and a
director of Valhi.
J. Mark Hollingsworth Vice president and general counsel of Contran, Dixie
Holding, Dixie Rice, National, NOA, Southwest, VGI and
Valhi; and general counsel of the Foundation, CompX
International Inc., a manufacturer of ergonomic computer
support systems, precision ball bearing slides and
security products that is affiliated with Valhi ("CompX"),
and The Combined Master Retirement Trust, a trust Valhi
established to permit the collective investment by master
trusts that maintain the assets of certain employee
benefit plans Valhi and related companies adopt (the
"CMRT").
Keith A. Johnson Controller of the Foundation.
William J. Lindquist Director and senior vice president of Contran, Dixie
Holding, National, NOA and VGI; senior vice president
of Dixie Rice, Southwest and Valhi.
A. Andrew R. Louis Secretary of Contran, CompX, Dixie Holding, Dixie Rice,
National, NOA, Southwest, VGI and Valhi.
Kelly D. Luttmer Tax director of Contran, CompX, Dixie Holding, Dixie Rice,
National, NOA, Southwest, VGI and Valhi.
Andrew McCollam, Jr. (4) President and a director of Southwest; director of Dixie
Rice; and a private investor.
Harold M. Mire (5) Vice president of Dixie Rice and Southwest.
Bobby D. O'Brien Vice president and treasurer of Contran, Dixie Holding, Dixie
Rice, National, NOA, VGI and Valhi; and vice president of
Southwest.
Glenn R. Simmons Vice chairman of the board of Contran, Dixie Holding,
National, NOA, VGI and Valhi; chairman of the board of
CompX and Keystone Consolidated Industries, Inc. (the
"Company"); director and executive vice president of
Southwest and Dixie Rice; a director of NL Industries,
Inc., a major international producer of titanium dioxide
pigments that is affiliated with Valhi ("NL"); a director
of Tremont Corporation, a holding company with operations
in the titanium metals business the titanium dioxide
pigments business and real estate development that is
affiliated with Valhi ("Tremont"); and a director of
Titanium Metals Corporation, a leading worldwide
integrated producer of titanium metals products that is
affiliated with Tremont ("TIMET").
Harold C. Simmons Chairman of the board and chief executive officer of
Contran, Dixie Holding, Dixie Rice, the Foundation,
National, NOA, Southwest, VGI and Valhi; chairman of the
board of NL; director of Tremont; and trustee and member of
the trust investment committee of the CMRT.
Richard A. Smith (5) Director and president of Dixie Rice.
Gregory M. Swalwell Vice president and controller of Contran, Dixie Holding,
National, NOA, VGI and Valhi; and vice president of Dixie
Rice and Southwest.
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; a
director of Valhi; and a member of the trust investment
committee of the CMRT.
Steven L. Watson Director and president of Contran, Dixie Holding,
National, NOA, VGI and Valhi; director and
executive vice president of Dixie Rice and Southwest;
director, vice president and secretary of the
Foundation; and a director of the Company, NL, TIMET and
Tremont.
- ----------
(1) The principal business address for Dr. Barry is Southern Methodist
University, Perkins Administration Bldg. #224, Dallas, Texas 75275.
(2) The principal business address for Mr. Edelcup is 8181 Southwest 117th
Street, Pinecrest, Florida 33156.
(3) The principal business address for Mr. Hardin is 229 Peachtree Street,
N.E., Suite 2700, Atlanta, Georgia 30303.
(4) The principal business address for Mr. McCollam is 402 Canal Street,
Houma, Louisiana 70360.
(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:
Shares Options
Name Held Held (1) Total
- -------------------------- ----------- ----------- -----------
Eugene K. Anderson 200 -0- 200
Thomas E. Barry 2,000 8,000 10,000
Norman S. Edelcup -0- -0- -0-
Lisa Simmons Epstein -0- -0- -0-
Edward J. Hardin -0- -0- -0-
J. Mark Hollingsworth -0- -0- -0-
Keith A. Johnson -0- -0- -0-
William J. Lindquist -0- -0- -0-
A. Andrew R. Louis -0- -0- -0-
Kelly D. Luttmer -0- -0- -0-
Andrew McCollam, Jr. -0- -0- -0-
Harold M. Mire -0- -0- -0-
Bobby D. O'Brien -0- -0- -0-
Glenn R. Simmons (2) 115,650 154,500 270,150
Harold C. Simmons (3) -0- -0- -0-
Richard A. Smith -0- -0- -0-
Gregory M. Swalwell -0- -0- -0-
J. Walter Tucker, Jr. (4) 153,450 7,000 160,450
Steven L. Watson 2,250 1,000 3,250
- ----------
(1) Represents Shares issuable pursuant to the exercise of stock options
within 60 days of the date of this Statement.
(2) The Shares reported as directly held by Mr. Glenn Simmons include
10,950 his spouse holds directly and 2,200 shares his spouse holds in a
profit sharing plan. Mr. Simmons disclaims beneficial ownership of all
of the Shares his spouse holds.
(3) Mr. Harold 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, except to the
extent of his vested beneficial interest in the Shares held the CMRT
holds.
(4) Excludes Shares the CMRT holds of which such person is a member of the
trust investment committee. Mr. Tucker disclaims beneficial ownership
of the Shares held by the CMRT.
EXHIBIT INDEX
Exhibit 1. Letter dated June 26, 2001 addressed to Titanium Metals
Corporation from Contran Corporation.
CONTRAN CORPORATION
Three Lincoln Centre
5430 LBJ Freeway
Suite 1700
Dallas, Texas 75240-2697
June 26, 2001
Mr. J. Landis Martin
President and Chief Executive Officer
Titanium Metals Corporation
1999 Broadway, Suite 4300
Denver, Colorado 80202
Dear Mr. Martin:
Contran Corporation and Valhi, Inc. own 4,109,159 shares and 326,364
shares, respectively, of the common stock of Keystone Consolidated Industries,
Inc. Together such ownership represents approximately 44% of the outstanding
shares of Keystone.
As we have previously discussed, Keystone's financial results and capital
structure have been negatively affected by the prolonged downturn in the
domestic steel industry and the industry's inability to compete effectively with
lower cost foreign source imports. After reviewing various strategic
alternatives, Contran and Valhi have concluded that a sale of the Keystone
shares held by Contran and Valhi is desirable. Therefore, Contran and Valhi each
hereby offer to sell their respective Keystone shares to TIMET for an aggregate
price of $41,091.59 and $3,263.64, respectively, ($.01 per share).
If you or other members of TIMET's management have any questions regarding
this matter, please contact me at (972) 450-4216 or Bobby D. O'Brien at (972)
450-4261.
Sincerely,
Steven L. Watson
President