-----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, Ts7hSJOMRBUkgLn8QLxINjUDmVz6OPVlUnyeDTEQNhOQtiyTWBTAZ+X5YbSUtpxh fzaMHUZlEBjMKfdYBYhvWw== 0000055604-04-000035.txt : 20041006 0000055604-04-000035.hdr.sgml : 20041006 20041006141715 ACCESSION NUMBER: 0000055604-04-000035 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041005 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041006 DATE AS OF CHANGE: 20041006 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: 041067989 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 kcireorg8k.txt UNITED STATES 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 (Date of earliest event reported): October 5, 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 of File Number) Identification incorporation) No.) 5430 LBJ Freeway, Suite 1740, Dallas, TX 75240-2697 (Address of principal executive offices) (Zip Code) (972) 458-0028 (Registrant's telephone number, including area code) (Former name or address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 7.01: Regulation FD Disclosure The registrant hereby furnishes the information set forth in the press release issued on October 5, 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 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. Item 9.01: Financial Statements and Exhibits. (c) Exhibits. Item No. Exhibit Index - -------- ---------------------------------------- 99.1 Press Release dated October 5, 2004 issued by the registrant. 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: October 6, 2004 INDEX TO EXHIBITS Exhibit No. Description - ----------- -------------------------------------------------- 99.1 Press release dated October 5, 2004 issued by Keystone Consolidated Industries, Inc. EX-99.1 2 kcireorgpr.txt KEYSTONE CONSOLIDATED INDUSTRIES, INC. =============================================================================== 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 FILES PLAN OF REORGANIZATION AND DISCLOSURE STATEMENT DALLAS, TEXAS . . . October 5, 2004 . . . Keystone Consolidated Industries, Inc. (KESNQ.PK) announced that yesterday it filed a Plan of Reorganization and Disclosure Statement with the U.S. Bankruptcy Court for the Eastern District of Wisconsin in Milwaukee. Keystone previously filed a petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code on February 26, 2004. The Plan of Reorganization provides, among other things; o Assumption of the previously negotiated amendment to the collective bargaining agreement with the Independent Steel Workers Alliance; o Liabilities due to pre-petition secured creditors would be reinstated in full against the new, reorganized Keystone; o All of the Company's common and preferred stock outstanding at the petition date would be cancelled; o Pre-petition unsecured creditors would receive common stock of the new reorganized Keystone; o One of the Company's Debtor-In-Possession lenders, EWP Financial, LLC, (EWP Financial LLC is an affiliate of Contran Corporation, the Company's pre-petition majority shareholder.) would convert a portion of its credit facility into 100% of a new issue of preferred stock having, among other things, voting rights representing 51% of the combined voting power of the new preferred and common stock voting together as a single class on all matters (except any proposed redemption of the new preferred stock) including election of directors. The new preferred stock would have restricted transferability for two years and would be redeemable after five years for cash upon the vote of the holders of a majority of the new common stock; o The operations of Sherman Wire Company will be reorganized as a wholly-owned subsidiary of the new reorganized Keystone; o The Company's pre-petition subsidiaries, Sherman Wire of Caldwell, Inc., J.L. Prescott Company, and DeSoto Environmental Management, Inc. would be liquidated, and; o The Plan of Reorganization assumes the Company will obtain Bankruptcy Court approval for final relief permanently reducing healthcare related payments to certain retiree groups and such agreement will be assumed by the new reorganized Keystone. Confirmation of the Plan of Reorganization remains subject to approval of the Disclosure Statement, at a hearing to be scheduled, obtaining the requisite vote of the Company's creditors, satisfying other confirmation requirements and approval of the Bankruptcy Court as well as obtaining sufficient exit financing to refinance the balance of the Company's Debtor-In-Possession loans. As previously announced, the Company has negotiated and obtained Court approval of an amendment to the collective bargaining agreement with the Independent Steel Workers Alliance. Keystone believes the filing of the Plan of Reorganization and Disclosure Statement is another major step forward in the Company's efforts to complete a successful restructuring and the Company and its advisors will continue to work diligently in an effort to achieve its goal of exiting the bankruptcy process around the end of the year. 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 agreements relative to healthcare with certain retiree groups, 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 A successful reorganization and exit from the bankruptcy process, 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 under the Symbol: KESNQ.PK. Up to date information concerning the bankruptcy case, copies of Bankruptcy Court filings and orders issued by the Bankruptcy Court may be found at http://www.kccllc.com . * * * * * * * * * * -----END PRIVACY-ENHANCED MESSAGE-----