-----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, VjpMbiJpZys6BKigxKvfJ+sRoB3v52lTR3HNzK+9leaY8Myr6fAI37pV+eEj46Dr rGxWkey6MsXZ0DZKxUlyQA== 0000055604-05-000011.txt : 20050412 0000055604-05-000011.hdr.sgml : 20050412 20050412160619 ACCESSION NUMBER: 0000055604-05-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050411 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050412 DATE AS OF CHANGE: 20050412 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: 05746337 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 key8k2041105.txt FORM 8-K 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): April 11, 2005 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 1.01 Entry Into a Material Definitive Agreement The Registrant, a debtor-in-possession, announced on March 29, 2005 that it had recently executed, and is seeking in the United States Bankruptcy Court for the Eastern District of Wisconsin (the "Bankruptcy Court"), approval of an agreement (the "Agreement") with its largest pre-petition shareholder, Contran Corporation ("Contran"), one of the Registrant's Debtor-In-Possession lenders and affiliate of Contran, EWP Financial LLC, its largest labor union, the Independent Steel Workers Alliance, its Official Committee of Unsecured Creditors (the "Committee"), certain individual members of the Committee, and certain retiree groups (collectively, the "Parties") to facilitate the Registrant's successful exit from chapter 11 bankruptcy. The Agreement reached by the Parties provides, among other things, for a process to maximize the Registrant's going-concern value and that the Parties would finalize a Contran-sponsored plan of reorganization (the "Consensual Plan") that likely would go before the Bankruptcy Court for confirmation in the summer of 2005. Additionally, on the same timeline as the Consensual Plan, the Agreement allows each of the Parties to evaluate, negotiate, support and express a preference for a qualified alternative plan of reorganization (a "Qualified Alternative Plan" or "QAP") proposed by another party. Under the terms of the Agreement, the Consensual Plan and the Qualified Alternative Plan process both contemplate the Registrant will exit bankruptcy in the summer of 2005. The structured nature of the potential dual plan process is intended to achieve a controlled, efficient and successful exit from bankruptcy as well as to ensure the Registrant exits from bankruptcy as soon as possible while maximizing the value available to its constituents and maintaining the stability of the company in the future. The Agreement contemplates a single confirmation process that would allow multiple plans, including any potential QAP, to proceed on the same exit and confirmation timeline as the Consensual Plan. The Parties have agreed to defer disclosure of the applicable terms of the various plans to plan sponsors as required to maintain the integrity and value-maximizing potential of the plan consideration process set forth in the Agreement. The Registrant's motion for approval of the Agreement (including a more detailed summary thereof) and other documents relevant to Keystone's bankruptcy case are available at http://www.kccllc.com Item 7.01 Regulation FD Disclosure The Registrant hereby furnishes the information set forth in the press release issued on April 11, 2005, 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 April 11, 2005 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: April 12, 2005 INDEX TO EXHIBITS Exhibit No. Description - ----------- ------------------------------------------------------------- 99.1 Press Release dated April 11, 2005 issued by the Registrant. EX-99.1 2 key8k2041105pr.txt EXHIBIT 99.1 KEYSTONE CONSOLIDATED INDUSTRIES, INC. [LOGO 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 REORGANIZATION UPDATE DALLAS, TEXAS...April 11, 2005...Keystone Consolidated Industries, Inc. (KESNQ.PK, "Keystone") announced on March 29, 2005 that it had recently executed, and is seeking in the United States Bankruptcy Court for the Eastern District of Wisconsin (the "Bankruptcy Court"), approval of an agreement (the "Agreement") with its largest pre-petition shareholder, Contran Corporation ("Contran"), one of Keystone's Debtor-In-Possession lenders and affiliate of Contran, EWP Financial LLC, its largest labor union, the Independent Steel Workers Alliance, its Official Committee of Unsecured Creditors (the "Committee"), certain individual members of the Committee, and certain retiree groups (collectively, the "Parties") to facilitate Keystone's successful exit from chapter 11 bankruptcy. The Agreement reached by the Parties provides, among other things, for a process to maximize Keystone's going-concern value and that the Parties would finalize a Contran-sponsored plan of reorganization (the "Consensual Plan") that likely would go before the Bankruptcy Court for confirmation in the summer of 2005. Additionally, on the same timeline as the Consensual Plan, the Agreement allows each of the Parties to evaluate, negotiate, support and express a preference for a qualified alternative plan of reorganization (a "Qualified Alternative Plan" or "QAP") proposed by another party. Under the terms of the Agreement, the Consensual Plan and the Qualified Alternative Plan process both contemplate Keystone will exit bankruptcy in the summer of 2005. The structured nature of the potential dual plan process is intended to achieve a controlled, efficient and successful exit from bankruptcy as well as to ensure Keystone exits from bankruptcy as soon as possible while maximizing the value available to its constituents and maintaining the stability of the company in the future. In furtherance of these goals, Keystone continues to work diligently to maintain consistent reliable customer service for its superior products while remaining focused on efforts to exit the bankruptcy process in the summer of 2005. The Agreement contemplates a single confirmation process that would allow multiple plans, including any potential QAP, to proceed on the same exit and confirmation timeline as the Consensual Plan. The Parties have agreed to defer disclosure of the applicable terms of the various plans to plan sponsors as required to maintain the integrity and value-maximizing potential of the plan consideration process set forth in the Agreement. Keystone's motion for approval of the Agreement (including a more detailed summary thereof) and other documents relevant to Keystone's bankruptcy case are available at http://www.kccllc.com As provided by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Keystone 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 Keystone's other filings with the Securities and Exchange Commission including, but not limited to: o Future supply and demand for Keystone'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 Keystone's operating costs, including achieving relief from the current provisions of agreements relative to healthcare with certain retiree groups, o The ability of Keystone 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 Keystone's bankruptcy case, copies of Bankruptcy Court filings and orders issued by the Bankruptcy Court related to the case may be found at http://www.kccllc.com . * * * * * * * * * * -----END PRIVACY-ENHANCED MESSAGE-----