-----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, I0rBOXwE/CoFGYNV1DA74p/oSP11YWg8ZgYOQnP/mBaWP+Uy3k81PoYPglhEBjHG lNlyhd+G2xc6n6BjPJkd7w== /in/edgar/work/20000619/0000055604-00-000005/0000055604-00-000005.txt : 20000919 0000055604-00-000005.hdr.sgml : 20000919 ACCESSION NUMBER: 0000055604-00-000005 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000619 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEYSTONE CONSOLIDATED INDUSTRIES INC CENTRAL INDEX KEY: 0000055604 STANDARD INDUSTRIAL CLASSIFICATION: [3312 ] IRS NUMBER: 370364250 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-03919 FILM NUMBER: 656931 BUSINESS ADDRESS: STREET 1: 5430 LBJ FWY STE 1740 STREET 2: THREE LINCOLN CENTRE CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2144580028 MAIL ADDRESS: STREET 1: 5430 LBJ FWY STE 1740 STREET 2: THREE LINCOLN CENTRE CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: KEYSTONE STEEL & WIRE CO DATE OF NAME CHANGE: 19710506 10-K/A 1 0001.txt KEYSTONE CONSOLIDATED INDUSTRIES, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A-1 X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 - For the fiscal year ended December 31, 1999 Commission file number 1-3919 Keystone Consolidated Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 37-0364250 (State or other jurisdiction of (IRS Employer incorporation or organization) identification No.) 5430 LBJ Freeway, Suite 1740 Three Lincoln Centre, Dallas, TX 75240-2697 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (972) 458-0028 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered Common Stock, $1 par value New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] As of March 20, 2000, 10,060,186 shares of common stock were outstanding. The aggregate market value of the 5,069,713 shares of voting stock held by nonaffiliates of the Registrant, as of such date, was approximately $24.4 million. Documents incorporated by reference The information required by Part III is incorporated by reference from the Registrant's definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report. The undersigned Registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 10-K for the year ended December 31, 1999 as set forth below and in the pages attached hereto: ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K Exhibit No. 99.1 -- Annual Report of the Keystone Consolidated Industries, Inc. Deferred Incentive Plan (Form 11-K)for the year ended December 31, 1999 (filed as an amendment to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1999). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. KEYSTONE CONSOLIDATED INDUSTRIES, INC. (Registrant) Date: June 19, 2000 By: /s/ Harold M. Curdy Harold M. Curdy Vice President-Finance/Treasurer (Principal Financial Officer) Date: June 19, 2000 By: /s/ Bert E. Downing, Jr. Bert E. Downing, Jr. Vice President and Corporate Controller (Principal Accounting Officer) EXHIBIT 99.1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 Commission file number 1-3919 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Keystone Consolidated Industries, Inc. Deferred Incentive Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Keystone Consolidated Industries, Inc. 5430 LBJ Freeway, Suite 1740 Dallas, Texas 75240 KEYSTONE CONSOLIDATED INDUSTRIES, INC. DEFERRED INCENTIVE PLAN FORM 11-K Index Page Signature Page................................................................2 Financial Statements Report of Independent Accountants................................... ........3 Financial Statements Statements of Net Assets Available for Benefits - December 31, 1998 and 1999...............................................4 Statement of Changes in Net Assets Available for Benefits - Year ended December 31, 1999.............................................5 Notes to Financial Statements............................................6-9 Supplemental Schedule Schedule G, Part 3 - Schedule of Nonexempt Transactions - Year ended December 31, 1999....................................... ......10 Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes - December 31, 1999..............................................11 Exhibit I - Consent of Independent Accountants..............................12 SIGNATURE Pursuant to the requirements of the Securities Act of 1934, the Administrator has duly caused this Annual Report to be signed by the undersigned thereunto duly authorized. KEYSTONE CONSOLIDATED INDUSTRIES, INC. DEFERRED INCENTIVE PLAN By: ADMINISTRATIVE COMMITTEE OF THE KEYSTONE CONSOLIDATED INDUSTRIES, INC. DEFERRED INCENTIVE PLAN By: /s/ Bert E. Downing, Jr. Bert E. Downing, Jr. Committee Member June 19, 2000 Report of Independent Accountants To the Participants and Administrator of Keystone Consolidated Industries, Inc. Deferred Incentive Plan In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of Keystone Consolidated Industries, Inc. Deferred Incentive Plan (the "Plan") at December 31, 1998 and December 31, 1999, and the changes in net assets available for benefits for the year ended December 31, 1999 in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for the opinion expressed above. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of Assets Held For Investment Purposes and Nonexempt Transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. June 16, 2000 KEYSTONE CONSOLIDATED INDUSTRIES, INC. DEFERRED INCENTIVE PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 1998 and 1999
1998 1999 ---- ---- Net assets available for benefits: Investments .................................... $38,932,706 $48,484,370 Employer contribution receivable ............... 747,305 803,390 Participant contributions receivable ........... -- 43,038 ----------- ----------- $39,680,011 $49,330,798 =========== ===========
KEYSTONE CONSOLIDATED INDUSTRIES, INC. DEFERRED INCENTIVE PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Year ended December 31, 1999
Additions: Investment income: Net appreciation in fair value of investments .......... $ 8,498,100 Interest and dividends ................................. 4,108,063 ----------- 12,606,163 Contributions: Employer ............................................... 803,390 Participants ........................................... 1,258,734 ----------- 2,062,124 ----------- Other income ............................................. 469 ----------- Total additions ...................................... 14,668,756 ----------- Deductions: Benefits to participants ................................. 5,016,496 Administrative expenses .................................. 1,473 ---------- Total deductions ..................................... 5,017,969 ---------- Net increase in net assets available for benefits .......... 9,650,787 Net assets available for benefits: December 31, 1998 ........................................ 39,680,011 ----------- December 31, 1999 ........................................ $49,330,798 ===========
KEYSTONE CONSOLIDATED INDUSTRIES, INC. DEFERRED INCENTIVE PLAN NOTES TO FINANCIAL STATEMENTS Note 1 - Description of Plan and significant accounting policies General. The following description of the Keystone Consolidated Industries, Inc. Deferred Incentive Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. The Plan is a defined contribution plan in which eligible non-bargaining employees of Keystone Consolidated Industries, Inc. ("Keystone" or the "Employer") who have at least one year of eligible service and are at least 21 years old may elect to participate. The Plan is a qualified cash or deferred profit-sharing plan under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended (the "Code"), and is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Contran Corporation ("Contran") and other entities related to Mr. Harold C. Simmons own 50% of Keystone. Substantially all of Contran's outstanding voting stock is held either by trusts established for the benefit of certain children and grandchildren of Mr. Simmons, of which Mr. Simmons is sole trustee, or by Mr. Simmons directly. Keystone may be deemed to be controlled by Contran and Mr. Simmons. Financial statement presentation. On September 15, 1999, the American Institute of Certified Public Accountants issued Statement of Position 99-3, Accounting for and Reporting of Certain Defined Contribution Plan Investments and Other Disclosure Matters ("SOP 99-3") which, among other things, eliminated previous requirements for defined contribution plans to present plan investments by general type for participant-directed investment programs and to disclose participant-directed investment programs. SOP 99-3 is effective for financial statements for plan years ending after December 15, 1999. Accordingly, the Plan has adopted SOP 99-3 and the accompanying financial statements do not include details of the Plan's participant-directed investment programs. Contributions. The Plan permits participants to defer 3% to 15% of their pre-tax annual compensation as contributions, not to exceed a deferral of $10,000, (subject to adjustment in future years), through payroll deductions. At its discretion, the Employer may contribute cash or shares of Keystone common stock to the Plan based on a matching or other formula. The Employer's cash or stock contributions are allocated to participants' accounts on a percentage or matching basis relative to the participants' contributions for the year. The Employer's contributions of Keystone common stock are allocated to the respective participants' accounts in the Keystone Restricted Stock Fund. The Employer's contribution is reduced, as provided by the Plan, by nonvested amounts forfeited by participants who withdraw from the Plan. At December 31, 1998 and 1999, unallocated forfeited nonvested accounts were $6,655 and $15,137, respectively. The Employer may use forfeited nonvested accounts to reduce Employer contributions in the fifth year following the plan year of forfeiture. There were no forfeitures allocated to participant accounts during the year ended December 31, 1999. Vesting and benefits. Salary deferrals (including earnings thereon) are immediately vested while Employer contributions (including earnings thereon) vest at the rate of 20% per year of service, as defined. Upon termination of employment, retirement, death or disability, a participant (or beneficiary, if applicable) may elect to receive either (i) a lump sum amount equal to the vested value of the participants' accounts or (ii) installments over a period of not more than 30 years. With the consent of the Plan administrators, participants can borrow amounts from their vested account balances, subject to certain limitations under the Plan. Participants' accounts. The Plan provides participants with options to generally invest account balances in certain publicly-traded mutual or pooled funds administered by Putnam Investments. Participants can direct the Plan administrator to invest, in 10% increments, such account balances in any of the Plan's investment fund options. Employer contributions of shares of Keystone common stock are allocated to participant accounts through the "Keystone Restricted Stock Fund." Participants are not permitted to redirect Keystone Restricted Stock to other investment options. In addition to the Putnam Funds, a "Loan Fund" is maintained to account for loans to participants, as permitted by the Plan. These loans, with interest rates ranging from 7.0% to 10.37%, mature through 2021. During 1988, in connection with Keystone's rights offering of its common stock, certain participants were permitted to direct part of their account balance into an investment in Keystone's common stock (the "Keystone Unrestricted Stock Fund"). Plan termination. The Employer has the right under the Plan to discontinue its contributions at any time and to terminate the Plan, in compliance with the provisions of ERISA. In the event the Plan is terminated, the accounts of all participants would become fully vested. Basis of accounting. The financial statements of the Plan are prepared in accordance with accounting principles generally accepted in the United States. Valuation of investments is more fully described in Note 2. Expenses of administering the Plan. To the extent not paid by the Employer, administrative expenses are paid by the Plan. The Employer paid a significant portion of 1999 administrative expenses. Management estimates. The preparation of the Plan's financial statements in conformity with generally accepted accounting principles requires the plan administrator to make significant estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements and the changes in net assets available for benefits during the reporting period and disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. Risks and uncertainties. The Plan provides for various investment options in a variety of stocks, bonds, fixed income securities, mutual funds, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the Plan's statement of net assets available for benefits. Tax status. The Plan has been notified by the Internal Revenue Service that it is a qualified plan under Section 401(a) and Section 401(k) of the Code, and is therefore exempt from federal income taxes under provisions of Section 501(a) of the Code. Note 2 - Investments General. The assets of the Plan are held and the related investment transactions are executed by Putnam Fiduciary Trust Company as trustee (the "Trustee") of the Keystone Master Deferred Incentive Trust (the "Keystone Trust"). The Keystone Trust invests in certain publicly-traded mutual or pooled funds administered by Putnam Investments (see Note 1). The Plan's investments are stated at fair value based on quoted market prices and net appreciation for the year is reflected in the Plan's statement of changes in net assets available for plan benefits. Investments that individually represent 5% or more of the Plan's net assets at year end are as follows:
December 31, ------------------------- 1998 1999 ---- ---- Putnam Funds: Voyager ........................................ $14,690,589 $19,036,924 Vista .......................................... $ 9,385,260 $11,979,588 Stable Value ................................... $ 5,313,522 $ 6,347,986 Diversified Income Trust ....................... $ 3,097,262 $ 2,549,514
Note 3 - Nonparticipant-directed investments Information about the net assets, and the significant components of the changes in such net assets relating to nonparticipant-directed investments is as follows:
December 31, ------------------------ 1998 1999 Net assets available for benefits - - Keystone Restricted Stock $2,609,345 $2,573,222 ========== ==========
Year ended December 31, 1999 ------------------------ Changes in net assets available for benefits - - Keystone Restricted Stock Employer contributions ................................... $ 793,574 Net depreciation in fair value of investments ............ (691,459) Benefits to participants ................................. (138,238) ---------- Net decrease in net assets available for benefits ............................................... $ (36,123) =========
Note 4 - Deposit of participant contributions ERISA requires employers to transfer participant elective deferrals to the plan's trust account within a specified period of time. In 1999, the employer did not transfer certain contributions within the time required by ERISA. However, all contributions plus earnings have been subsequently transferred to the plan's trust account. KEYSTONE CONSOLIDATED INDUSTRIES, INC. DEFERRED INCENTIVE PLAN SCHEDULE G, PART 3 - NONEXEMPT TRANSACTIONS December 31, 1999
Expenses Incurred in Description Net gain Connection Relationship of Loan on with Party Involved to Plan Transaction Amount Transactions Transactions -------------- ------------ ----------- ------ ------------ ------------ Loan - late Keystone Consolidated ... deposit of Industries, Inc. ...... Sponsor contribution $46,857 $4,121 $-- Loan - late Keystone Consolidated ... deposit of Industries, Inc. ...... Sponsor contribution $10,474 $ 276 $--
KEYSTONE CONSOLIDATED INDUSTRIES, INC. DEFERRED INCENTIVE PLAN Schedule H, Line 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES December 31, 1999
Fair Shares Cost value ------ ------ ------ (In thousands) *Putnam Funds: Voyager ................................... 614,888 $ 9,707 $19,037 Vista ..................................... 686,116 6,788 11,980 Stable Value .............................. 6,347,986 6,348 6,348 Diversified Income Trust .................. 236,724 2,800 2,550 George Putnam Fund of Boston .............. 97,993 1,705 1,595 OTC and Emerging Growth ................... 36,716 704 1,359 Global Growth ............................. 57,955 727 1,077 Asset Allocation - Conservative Portfolio . 47,787 497 504 S&P 500 Index ............................. 12,282 384 429 International Growth ...................... 14,231 393 422 High Yield Advantage ...................... 35,103 296 273 Equity Income ............................. 8,858 140 123 Asset Allocation - Balanced Portfolio ..... 5,235 64 68 Asset Allocation - Growth Portfolio ....... 1,907 26 29 *Keystone Restricted Stock .................. 299,730 3,004 1,780 *Keystone Unrestricted Stock Fund ........... 9,631 70 57 *Loans to participants (7.0% - 10.37%; mature through 2021) ..................... - 853 ------- ------- $33,653 $48,484 ======= =======
* Party in interest. Exhibit I CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-71441) of Keystone Consolidated Industries, Inc. of our report dated June 16, 2000, relating to the financial statements of the Keystone Consolidated Industries, Inc. Deferred Incentive Plan, which appears in this Form 11-K. PricewaterhouseCoopers LLP June 16, 2000 -----END PRIVACY-ENHANCED MESSAGE-----