-----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, VEdhLvBC+HWNxNPiCwbNFppG3AbBMdWOQJWO8WEUX3hzrNOumR/RGCtzehPEUD3E X8CmLj4Ba1Ap7MNbSqhCPg== 0000055604-01-500008.txt : 20020410 0000055604-01-500008.hdr.sgml : 20020410 ACCESSION NUMBER: 0000055604-01-500008 CONFORMED SUBMISSION TYPE: NT 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010930 FILED AS OF DATE: 20011114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEYSTONE CONSOLIDATED INDUSTRIES INC CENTRAL INDEX KEY: 0000055604 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 370364250 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-03919 FILM NUMBER: 1786539 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 NT 10-Q 1 kci12b3q.txt KCI NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Keystone Consolidated Industries, Inc. SEC FILE NUMBER: 1-3919 CUSIP NUMBER: 493422109 [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR For Period Ended: September 30, 2001 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Not applicable PART I - REGISTRANT INFORMATION Full Name of Registrant: Keystone Consolidated Industries, Inc. ("Keystone") Former Name if Applicable: Not Applicable Address of Principal Executive Office: 5430 LBJ Freeway, Suite 1740 Three Lincoln Centre, Dallas, Texas 75240-2697 PART II - RULES 12b-25(b) AND (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. [X] (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; [X] (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and [ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached, if applicable. PART III - NARRATIVE State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed period: Keystone has been unable to complete the preparation of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 ("Quarterly Report") due to delays in assembling the information required to prepare, and be included in, the Quarterly Report. As previously disclosed, despite efforts to improve operating results through improved operating efficiencies, medical cost-sharing arrangements and other initiatives, the prolonged downturn in the steel industry continues to adversely affect Keystone's liquidity and capital resources. Consequently, Keystone did not make the interest payment due August 1, 2001 on its 9 5/8% Senior Secured Notes Due 2007 (the "Senior Notes"). Under the governing indenture, a failure to make a scheduled interest payment for 30 days will give the holders of the Senior Notes the right to accelerate the unpaid principal of the Senior Notes. Such a failure also gives the trustee of the Senior Notes the ability to take certain actions and to exercise certain remedies on behalf of the Senior Note holders. Keystone has received consents from holders representing more than 75% of the principal amount of the Senior Notes in which the Senior Note holders agreed to defer exercising their right to accelerate the payment of the Senior Notes pursuant to the acceleration provisions of the Senior Note indenture until December 7, 2001, and agreed to not direct the trustee of the Senior Notes through such date to take any action or exercise any remedy available to the trustee as a result of Keystone's failure to make the interest payment. Keystone has received an agreement from its primary working capital lender to forbear remedies available to it solely as a result of Keystone's failure to make the August 1, 2001 interest payment on the Senior Notes. Keystone's board of directors has authorized the management of Keystone, with the assistance of its financial advisors, to pursue discussions with creditors of Keystone, including holders of the Senior Notes, to facilitate the development of a consensual restructuring plan for Keystone. The efforts by Keystone to obtain the consents from holders of its Senior Notes and to obtain the forebearance of its revolving credit lender, as well as the discussions by Keystone's management with its financial advisors and certain creditors regarding possible restructuring alternatives, have consumed scarce accounting and financial resources, causing the delay in assembling the information required to prepare, and be included in, the Quarterly Report for filing. PART IV - OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification: Bert E. Downing, Jr., Vice President and Corporate Controller. 972-450-4293. (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the Registrant was required to file such report(s) been filed? If the answer is no, identify report(s). [X] Yes [ ] No (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? [X] Yes [ ] No If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. Keystone currently expects to report net sales of approximately $82 million and a net loss of approximately $1.3 million in the quarter ended September 30, 2001. As provided by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Keystone cautions that statements in this Form 12b-25 relating to matters that are not historical facts including, but not limited to, statements found in this Part IV - "Other Information," are forward-looking statements that represent management's belief and assumptions based on currently available information. Forward-looking statements can be identified by the use of words such as "believes", "intends", "may", "should", "could", "anticipates", "expected", or comparable terminology, or by discussions of strategies or trends. Although Keystone believes the expectations reflected in such forward-looking statements are reasonable, it cannot give any assurances that these expectations will prove to be correct. Such statements by their nature involve substantial risks and uncertainties that could significantly impact expected results, and actual future results could differ materially from those described in such forward-looking statements. While it is not possible to identify all factors, Keystone continues to face many risks and uncertainties. Among the factors that could cause actual future results to differ materially are the risks and uncertainties described from time to time in Keystone's other filings with the Securities and Exchange Commission, including, but not limited to, future supply and demand for Keystone's products (including cyclicality thereof), customer inventory levels, changes in raw material and other operating costs (such as scrap and energy) general economic conditions, competitive products and substitute products, customer and competitor strategies, the impact of pricing and production decisions, the possibility of labor disruptions, environmental matters (such as those requiring emission and discharge standards for existing and new facilities), government regulations and possible changes therein, any significant increases in the cost of providing medical coverage to employees and retirees, the ultimate resolution of pending litigation, successful implementation of the Company's capital improvements plan, international trade policies of the United States and certain foreign countries, and any possible future litigation and other risks and uncertainties. Should one or more of these risks materialize, (or the consequences of such a development worsen) or should the underlying assumptions prove incorrect, actual results could differ materially from those forecasted or expected. Keystone disclaims any intention or obligation to update or revise any forward-looking statement whether as a result of new information, future events or otherwise. Keystone Consolidated Industries, Inc. has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Date: November 14, 2001 KEYSTONE CONSOLIDATED INDUSTRIES, INC. By: /s/ Bert E. Downing, Jr. ------------------------ Bert E. Downing, Jr. Vice President and Corporate Controller -----END PRIVACY-ENHANCED MESSAGE-----