SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)
THE KEITH COMPANIES, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
487539108
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(CUSIP NUMBER)
Aram Keith,
19 Technology Drive
Irvine, California 92618
(949) 923-6000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 15, 2005
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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
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box
[ ].
The information required in 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, as amended (the "Act"), or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act.
CUSIP No. 487539108 13D
1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Aram H. Keith and Margie R. Keith Revocable Trust dated October 23, 1989
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[_]
(b)[_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Aram H. Keith and Margie R. Keith Revocable Trust dated October 23,
1989 is a trust established under the laws of the State of California.
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
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OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON WITH
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
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14 TYPE OF REPORTING PERSON
00
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This Amendment No. 1 (the "AMENDMENT") to the Schedule 13D is being filed
on behalf of the undersigned Reporting Person to amend the Schedule 13D filed
with the Securities and Exchange Commission on February 12, 2002 (the "SCHEDULE
13D"), relating to shares of common stock, par value $0.001 per share, of The
Keith Companies, Inc.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The information contained in Item 5(a) - (e) of the Schedule 13D is hereby
amended and restated in its entirety as follows:
(a) The Reporting Person beneficially owns no shares of common stock of
the Issuer by virtue of the conversion of its shares of common stock
into the right to receive the merger consideration set forth in that
certain Agreement and Plan of Merger, dated as of April 14, 2005, and
as amended May 9, 2005 (the "Merger Agreement") by and among the
Issuer, Stantec Inc., and Stantec Consulting California Inc. Following
the effective time of the merger, the Reporting Person is not deemed
to own any shares of common stock. Immediately prior to the effective
time of the Merger the Reporting Person owned 1,416,217 shares of
common stock of the Issuer.
(b) Not applicable.
(c) None.
(d) Not applicable.
(e) As of the effective time of the merger on September 15, 2005, the
Reporting Person ceased to be a beneficial owner of any of Issuer's
common stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Other than as described herein, there are no contracts, arrangements,
understandings or relationships between the Reporting Person and any other
person, with respect to the securities of the Issuer.
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: September 21, 2005
ARAM H. KEITH AND MARGIE R. KEITH
REVOCABLE TRUST DATED OCTOBER 23, 1989
By: /s/ Aram H. Keith
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Name: Aram H. Keith
Title: Trustee
By: /s/ Margie R. Keith
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Name: Margie R. Keith
Title: Trustee
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