-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VaM74g3GWnr548Bx/MEgiaZJqFUfTTqTVO/ITqOjwflmBrBTf32eQIqiVe4TtkNJ 1NI/YxfMRdYJ/6NcaRVvBA== 0001031523-99-000023.txt : 19991203 0001031523-99-000023.hdr.sgml : 19991203 ACCESSION NUMBER: 0001031523-99-000023 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991202 GROUP MEMBERS: J.R. SIMPLOT SELF DECLARATION OF REVOCABLE TRUST GROUP MEMBERS: SIMPLOT J R SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMMONWEALTH INDUSTRIES INC/DE/ CENTRAL INDEX KEY: 0000934747 STANDARD INDUSTRIAL CLASSIFICATION: ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS [3350] IRS NUMBER: 133245741 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-47675 FILM NUMBER: 99767993 BUSINESS ADDRESS: STREET 1: 500 WEST JEFFERSON STREET STREET 2: 19TH FLOOR CITY: LOUISVILLE STATE: KY ZIP: 40202-2823 BUSINESS PHONE: 502-589-8100 MAIL ADDRESS: STREET 1: 500 WEST JEFFERSON STREET STREET 2: 19TH FLOOR CITY: LOUISVILLE STATE: KY ZIP: 40202-2823 FORMER COMPANY: FORMER CONFORMED NAME: COMMONWEALTH ALUMINUM CORP DATE OF NAME CHANGE: 19941228 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SIMPLOT J R CENTRAL INDEX KEY: 0000947911 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 999 MAIN ST CITY: BOISE STATE: IA ZIP: 83702 BUSINESS PHONE: 2083362110 MAIL ADDRESS: STREET 1: 999 MAIN ST CITY: BOISE STATE: IA ZIP: 83702 FORMER COMPANY: FORMER CONFORMED NAME: SIMPLOT J R ET AL DATE OF NAME CHANGE: 19950712 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 to SCHEDULE 13D Under the Securities Exchange Act of 1934 COMMONWEALTH INDUSTRIES, INC. ----------------------------------- (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) November 26, 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: [ ] 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 1,839,000 Shares Beneficially 8) Shared Voting Power 0 Owned by Each 9) Sole Dispositive Power 1,839,000 Reporting Person With: 10) Shared Dispositive Power 0 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,839,000 shares 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13) Percent of Class Represented by Amount in Row (11) 11.06% 14) Type of Reporting Person IN 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. 2 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. 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 November 30, 1999, the Trust owned 1,839,000 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 year ended September 30, 1999 (the "10-Q"), the shares owned constitute approximately 11.06% of the 16,621,000 shares of Stock outstanding, as reported in the 10-Q. (c) During the 60 days prior to and including November 30,1999, the Trust acquired the shares of Stock described below in open market purchases through ordinary brokerage transactions:
Purchase No. of Price per Share Date Shares (including commissions) --------- ------ ----------------------- 11/1/99 32,500 $10.793 11/2/99 35,000 11.035 11/4/99 23,000 11.875 11/5/99 17,000 11.875 11/8/99 5,000 11.875 11/12/99 2,500 11.875 11/16/99 7,500 12.500 11/18/99 63,500 12.562 11/19/99 40,000 12.593 11/22/99 10,500 12.833 11/24/99 25,000 13.000 11/26/99 20,000 13.000 11/29/99 15,000 12.937 11/30/99 32,500 13.000
(d - e) Not applicable. 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 //s// J.R. Simplot ----------------------------------- J.R. Simplot, as Trustee Date: December 2, 1999 -----END PRIVACY-ENHANCED MESSAGE-----