-----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, MnRtoq9o0RcCXohnEZfGSEZPLfCtHEHxIbRq+UR9f9pZCfTiCX4KJnnGX9nxE6zy /Xtio2PK2mQ5OKqtHK03Jw== 0001031523-04-000009.txt : 20041130 0001031523-04-000009.hdr.sgml : 20041130 20041130131810 ACCESSION NUMBER: 0001031523-04-000009 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041130 DATE AS OF CHANGE: 20041130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SIMPLOT J R CENTRAL INDEX KEY: 0000947911 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: 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 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: 1934 Act SEC FILE NUMBER: 005-47675 FILM NUMBER: 041173928 BUSINESS ADDRESS: STREET 1: 500 WEST JEFFERSON STREET STREET 2: PNC PLAZA - 19TH FLOOR CITY: LOUISVILLE STATE: KY ZIP: 40202-2823 BUSINESS PHONE: 502-589-8100 MAIL ADDRESS: STREET 1: 500 WEST JEFFERSON STREET STREET 2: PNC PLAZA - 19TH FLOOR CITY: LOUISVILLE STATE: KY ZIP: 40202-2823 FORMER COMPANY: FORMER CONFORMED NAME: COMMONWEALTH ALUMINUM CORP DATE OF NAME CHANGE: 19941228 SC 13D/A 1 amendtestfinalcommon.txt SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 11 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 19, 2004 ------------------------ (Date of event which requires filing of this Statement) Page 1 of 6 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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [ ] 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only). JRS Properties III L.P. 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) X (b) 3) SEC Use Only 4) Source of Funds 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of Organization Idaho Number of 7) Sole Voting Power 797,900 Shares Beneficially 8) Shared Voting Power 0 Owned by Each 9) Sole Dispositive Power 797,900 Reporting Person With: 10) Shared Dispositive Power 0 11) Aggregate Amount Beneficially Owned by Each Reporting Person 797,900 shares 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13) Percent of Class Represented by Amount in Row (11) 4.79% Page 2 of 6 14) Type of Reporting Person PN ***** ITEM 1. SECURITY AND ISSUER. The class of securities to which this Amendment No. 11 to Schedule 13D 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, 19th Floor, Louisville, Kentucky 40202-2823. This Amendment No. 11 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, as amended by Amendment No. 1 to Schedule 13D filed on November 12, 1999, as amended by Amendment No. 2 to Schedule 13D filed on December 2, 1999, as amended by Amendment No. 3 to Schedule 13D filed December 29, 1999, as amended by Amendment No. 4 to Schedule 13D filed November 22, 2000, as amended by Amendment No. 5 to Schedule 13D filed May 30, 2002, as amended by Amendment No. 6 to Schedule 13D filed April 2, 2003, as amended by Amendment No. 7 to Schedule 13D filed June 11, 2003, as amended by Amendment No. 8 to Schedule 13D filed February 4, 2004, as amended by Amendment No. 9 to Schedule 13D filed June 28, 2004, and as amended by Amendment No. 10 to Schedule 13D filed November 10, 2004. The purpose of this Amendment No. 11 is to report sales of Stock resulting in holdings of less than five percent of the Issuer's outstanding Stock and that the Reporting Person is no longer obligated to report transactions in the Stock. This Amendment constitutes the final amendment to the Schedule 13D. Except as expressly set forth in this Amendment No. 11, the Schedule 13D (as previously amended) remains in effect. ITEM 2. IDENTITY AND BACKGROUND. This Amendment is being filed on behalf of JRS Properties III, as the Reporting Person. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Not applicable. ITEM 4. PURPOSE OF THE TRANSACTION. Not applicable. Page 3 0f 6 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Based upon information contained in the quarterly report on Form 10-Q of the Issuer filed November 8, 2004, with the Securities and Exchange Commission for the quarter ended September 30, 2004 (the "10-Q"), the Shares owned constitute approximately 4.85% of the 16,644,343 shares of Stock outstanding as of November 1, 2004, as reported in the 10-Q. (b) The Reporting Person owns 797,900 shares of Stock and has sole voting and dispositive power thereof. (c) Since the Schedule 13D Amendment No. 10 filing on November 10, 2004, the following Shares of Stock were sold in open market sales through ordinary brokerage transactions: Sale No. of Price per Share Date Shares (including commissions) 11/11/04 1,700 10.75 100 10.76 900 10.79 1,426 10.80 500 10.82 500 10.83 1,648 10.84 1,100 10.85 100 10.86 26 10.87 11/12/04 5,293 11.01 1,900 11.02 400 11.03 200 11.04 300 11.06 100 11.08 1,000 11.09 200 11.10 7 11.12 100 11.15 200 11.16 300 11.17 11/15/04 1,800 11.04 1,600 11.05 700 11.08 Page 4 of 6 4,810 11.10 500 11.11 590 11.13 11/16/04 9,500 10.50 100 10.69 100 10.95 100 10.98 100 11.01 100 11.04 11/17/04 2,177 10.82 100 11.02 1,100 11.05 200 11.07 1,500 11.08 300 11.09 1,100 11.10 500 11.12 123 11.13 700 11.14 2,200 11.15 11/18/04 1,200 11.15 1,000 11.18 4,200 11.19 800 11.21 1,000 11.22 1,800 11.25 11/19/04 10,000 11.57 11/22/04 4,023 11.72 100 11.77 500 11.78 300 11.79 200 11.80 100 11.85 100 11.86 1,300 11.89 600 11.90 300 11.95 300 11.96 200 12.00 300 12.02 300 12.03 777 12.04 Page 5 of 6 600 12.05 (d) Not applicable. (e) As of November 19, 2004, the Reporting Person ceased to be a beneficial owner of more than five percent of Stock of the Issuer. Therefore, this Amendment constitutes the final amendment to the Schedule 13D. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Not applicable. After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify the information set forth in this statement is true, complete and correct. Date: November 22, 2004 JRS PROPERTIES III L.P., An Idaho Limited Partnership, by its Sole General Partner JRS Management, L.L.C. an Idaho Limited Liability Company By /s/ Scott R. Simplot ----------------------------- Scott R. Simplot, Manager Page 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----