-----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, BQ1dvmw3KPHEtJK+f6gHiuLhMXL0uEIUDZODithWqr99D252+5LXUDO5mVWyLnei RRzX+1jZ8h8KNqmro7Judg== 0000055604-04-000006.txt : 20040317 0000055604-04-000006.hdr.sgml : 20040317 20040317171146 ACCESSION NUMBER: 0000055604-04-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040317 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040317 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03919 FILM NUMBER: 04676180 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 8-K 1 kci8k40317.txt KCI FORM 8-K DATED 3/17/04 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: March 17, 2004 KEYSTONE CONSOLIDATED INDUSTRIES, INC. (Exact name of Registrant as specified in its charter) Delaware 1-3919 37-0364250 - ------------------------ ------------ (State or other(Commission (IRS Employer jurisdiction ofFile Number) Identification incorporation) No.) 5430 LBJ Freeway, Suite 1740, Dallas, TX 75240-2697 - -------------------------------------------- ---------- (Address of principal executive offices)(Zip Code) Registrant's telephone number, including area code: (972) 458-0028 -------------- Item 9: Regulation FD Disclosure Pursuant to Item 9 of this current report, the registrant hereby furnished the information set forth in the press releases issued on March 17, 2004, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information, including the exhibit, the registrant furnishes in this Item 9 and Exhibit 99.1 of this report is not deemed "filed" for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Registration statements or other documents filed with the Securities and Exchange Commission shall not incorporate this information by reference, except as otherwise expressly stated in such filing. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Keystone Consolidated Industries, Inc. -------------------------------------- (Registrant) By: /s/ Bert E. Downing, Jr. ---------------------------- Bert E. Downing, Jr. Vice President, Chief Financial Officer, Corporate Controller and Treasurer Date: March 17, 2004 INDEX TO EXHIBITS Exhibit No. Description - ----------- ----------------------------------------------------- 99.1 Press release dated March 17, 2004 issued by Keystone Consolidated Industries, Inc. EX-99.1 3 kcipr40317.txt KCI PRESS RELEASE DATED 3/17/04 KEYSTONE CONSOLIDATED INDUSTRIES, INC. [OBJECT OMITTED] ================================================================================ PRESS RELEASE ================================================================================ FOR IMMEDIATE RELEASE CONTACT: Keystone Consolidated Industries, Inc. Bert E. Downing, Jr. 5430 LBJ Freeway, Suite 1740 Vice President, Chief Dallas, Texas 75240-2697 Financial Officer (972) 458-0028 (972) 458-0028 KEYSTONE RECEIVES FINAL COURT APPROVAL OF DEBTOR IN POSSESSION FINANCING AGREEMENTS DALLAS, TEXAS . . . March 17, 2004 . . . Keystone Consolidated Industries, Inc. (OTCBB: KESN) announced today that on March 15, 2004, the U.S. Bankruptcy Court for the Eastern District of Wisconsin in Milwaukee gave its final approval of the Company's previously announced $60 million Debtor in Possession ("DIP") financing agreements. The funds available pursuant to such DIP financing agreements, together with the cost savings resulting from the interim relief previously granted by the Court from certain provisions of the Company's Collective Bargaining Agreement with the Independent Steelworkers Alliance ("ISWA"), which represents substantially all of the Company's hourly employees at its Peoria, Illinois facilities, together with interim relief granted for certain other retiree medical benefit obligations related to certain discontinued operations, is anticipated to provide sufficient liquidity for the Company to continue to operate under the protection of Chapter 11 of the U.S. Bankruptcy Code while the Company works to develop a comprehensive plan of reorganization. A key to any comprehensive plan of reorganization for Keystone will include achieving substantial permanent relief from the current provisions of the collective bargaining agreement and the retiree medical benefit obligations. Keystone will work closely with representatives of the ISWA in an effort to negotiate the necessary modifications to the collective bargaining agreement through consensual agreement in connection with the Company's plan to obtain the necessary permanent relief under the applicable provisions of Chapter 11 of the U.S. Bankruptcy Code. The Company believes the successful achievement of the necessary permanent relief from the current provisions of the collective bargaining agreement, combined with the additional restructuring of certain indebtedness of the Company, should enable Keystone to emerge from the reorganization process as a well financed, cost-competitive producer. The Company has not set a date to emerge from Chapter 11, but intends to move through the process as quickly as possible. As provided by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the Company cautions that statements in this Release relating to matters that are not historical facts are forward-looking statements that represent management's beliefs 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 discussed in this Release and those described from time to time in the Company's other filings with the Securities and Exchange Commission including, but not limited to: o Future supply and demand for the Company's products (including cyclicality thereof), o Customer inventory levels, o Changes in raw material and other operating costs (such as ferrous scrap and energy), o General economic conditions, o Competitive products and substitute products, o Changes in customer and competitor strategies, o The impact of pricing and production decisions, o The possibility of labor disruptions, o Environmental matters (such as those requiring emission and discharge standards for existing and new facilities), o Government regulations and possible changes therein, o Significant increases in the cost of providing medical coverage to employees and retirees, o The ability to successfully obtain reductions in the Company's operating costs, including achieving relief from the current provisions of the Company's collective bargaining agreement with its labor union, o The ability of the Company to successfully renegotiate the terms of certain of its indebtedness, o The ultimate resolution of pending litigation, o International trade policies of the United States and certain foreign countries, o Any possible future litigation, and o Other risks and uncertainties as discussed in this Release. 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. is headquartered in Dallas, Texas. The company is a leading manufacturer and distributor of fencing and wire products, wire rod, industrial wire, nails and construction products for the agricultural, industrial, construction, original equipment markets and the retail consumer. Keystone's common stock is traded on the OTC Bulletin Board (Symbol: KESN). Additional details concerning court orders granting the interim relief may be found at http://www.kccllc.com as well as up to date information concerning the case, copies of our court filings and orders issued by the court. * * * * * * * * * * -----END PRIVACY-ENHANCED MESSAGE-----