8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.   20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

November 5, 2009

Date of Report (Date of the earliest event reported)

Keystone Consolidated Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-3919	37-0364250
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
5430 LBJ Freeway, Suite 1740, Dallas, Texas		75240-2697
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code

(972) 458-0028

(Former name or former 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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 260.425)

¨ 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 2.02 Results of Operations and Financial Condition.

Item 7.01 Regulation FD Disclosure.

Pursuant to Items 2.02 and 7.01 of this current report, the registrant hereby furnishes the information set forth in its press release issued on November 5, 2009, 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.

(d) Exhibits.

Item No. Exhibit Index                                                                         

99.1 Press Release dated November 5, 2009 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:  November 5, 2009

INDEX TO EXHIBITS

Exhibit No. Description                                                                                                          

99.1 Press release dated November 5, 2009 issued by Keystone Consolidated Industries, Inc.

EX-99.1 CHARTER

KEYSTONE CONSOLIDATED INDUSTRIES, INC.

PRESS RELEASE

FOR IMMEDIATE RELEASE

Keystone Consolidated Industries, Inc.	CONTACT:
5430 LBJ Freeway, Suite 1740	Bert E. Downing, Jr.
Dallas, Texas  75240-2697	Vice President and Chief Financial Officer
(972) 458-0028	(972) 458-0028

KEYSTONE REPORTS 2009 THIRD QUARTER RESULTS

DALLAS, TEXAS . . . November 5, 2009 .. . . Keystone Consolidated Industries, Inc. (OTCBB: KYCN), reported net income of $5.9 million, or $0.48 per diluted share, in the third quarter of 2009 as compared to $24.0 million, or $1.98 per diluted share, in the third quarter of 2008.  The decrease in earnings was due primarily to lower shipment volumes and a decrease in the market value of the Company’s pension plans’ assets during 2008, resulting in Keystone recording defined benefit pension expense of $1.5 million during the third quarter of 2009 as compared to a defined benefit pension credit of $18.5 million during the third quarter of 2008.  Throughout the third quarter of 2009, customers continued just-in-time order philosophies which resulted in the lower shipment volumes and additional production costs due to frequent mill changes as customers ordered much smaller quantities of Keystone’s many different products.

Because the amount of the Company’s net periodic defined benefit pension and other postretirement benefit (“OPEB”) expense or credits are unrelated to the ongoing operating activities of the Company, Keystone measures its overall operating performance using operating income before net pension and OPEB expense or credits.  A reconciliation of operating income as reported to operating income adjusted for pension and OPEB credits is set forth in the following table.

	Three months ended  September 30,
	(In thousands)
	2008			2009
Operating income as reported	$	39,053		$	9,262
Defined benefit pension expense (credit)		(18,467	)		1,515
OPEB credit		(2,006	)		(1,042	)
Operating income before pension and OPEB	$	18,580		$	9,735

The Company’s total sales volume and average per-ton selling prices for the third quarter of 2008 and 2009 were as follows:

	Three months ended  September 30,
	2008		2009
Total sales volume (000 tons)		165		146
Average per-ton selling prices	$	1,106	$	686

Operating income before pension and OPEB for the third quarter of 2009 was significantly less than the third quarter of 2008 primarily due to the net effects of the following factors:

· lower shipment volumes as discussed above;

· substantially lower selling prices due to market pressures resulting primarily from a significant decline in ferrous scrap market prices from September 2008;

· increased variable costs of production due to frequent mill changes as Keystone’s customers were managing their inventory by ordering much smaller quantities of the Company’s many different products as discussed above;

· increased bad debt expense during the third quarter of 2009 primarily due to the Chapter 11 proceedings of one of the Company’s customers;

· decreased cost of raw material during 2009;

· decreased cost of electricity and natural gas during 2009;

· decreased employee incentive compensation accruals during 2009 resulting from lower profitability; and

· a $3.5 million decrease in Keystone’s LIFO reserve and cost of goods sold during the third quarter of 2009 (primarily because estimated raw material costs and inventory levels for December 2009 are substantially lower than December 2008 levels) as compared to a $1.6 million decrease in Keystone’s LIFO reserve and cost of goods sold during the third quarter of 2008.

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This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.   Statements in this release that are not historical in nature are forward-looking and are not statements of fact.  Forward-looking statements represent the Company’s beliefs and assumptions based on currently available information.  In some cases you can identify these forward-looking statements 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 forward-looking statements are reasonable, it does not know if these expectations will be correct.  Forward-looking statements by their nature involve substantial risks and uncertainties that could significantly impact expected results. Actual future results could differ materially from those predicted. While it is not possible to identify all factors, the Company continues to face many risks and uncertainties.  Among the factors that could cause Keystone’s actual future results to differ materially from those described herein are the risks and uncertainties discussed from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”) including, but not limited to, the following:

· Future supply and demand for Keystone’s products (including cyclicality thereof),

· Customer inventory levels,

· Changes in raw material and other operating costs (such as ferrous scrap and energy),

· The possibility of labor disruptions,

· General global economic and political conditions,

· Competitive products (including low-priced imports) and substitute products,

· Customer and competitor strategies,

· The impact of pricing and production decisions,

· Environmental matters (such as those requiring emission and discharge standards for existing and new facilities),

· Government regulations and possible changes therein,

· Significant increases in the cost of providing medical coverage to employees,

· The ultimate resolution of pending litigation,

· International trade policies of the United States and certain foreign countries,

· Operating interruptions (including, but not limited to, labor disputes, fires, explosions, unscheduled or unplanned downtime and transportation interruptions),

· The Company’s  ability to renew or refinance credit facilities,

· Any possible future litigation, and

· Other risks and uncertainties as discussed in the Company’s filings with the SEC.

Should one or more of these risks materialize, if the consequences worsen, or if 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 changes in information, future events or otherwise.

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In an effort to provide investors with additional information regarding the Company’s results as determined by accounting principles generally accepted in the United States of America (“GAAP”), the Company has disclosed certain non-GAAP information, which the Company believes provides useful information to investors:

· The Company discloses operating income before pension and OPEB credits or expense, which is used by the Company’s management to assess its performance.  The Company believes disclosure of operating income before pension and OPEB credits or expense provides useful information to investors because it allows investors to analyze the performance of the Company’s operations in the same way the Company’s management assesses performance.

Keystone Consolidated Industries, Inc. is headquartered in Dallas, Texas.  The Company is a leading manufacturer of steel fabricated wire products, industrial wire, billets and wire rod.  Keystone also manufactures wire mesh, coiled rebar and steel bar.  The Company’s products are used in the agricultural, industrial, cold drawn, construction, transportation, original equipment manufacturer and retail consumer markets.  Keystone’s common stock is traded on the OTC Bulletin Board (Symbol: KYCN).

* * * * * * * * * *

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KEYSTONE CONSOLIDATED INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

	Three months ended   September 30,						Nine months ended September 30,
	2008			2009			2008			2009
	(unaudited)
Net sales	$	183,209		$	100,363		$	495,375		$	231,349
Cost of goods sold		(156,867	)		(85,452	)		(440,170	)		(212,998	)
Gross margin		26,342			14,911			55,205			18,351
Other operating income (expense):
Selling expense		(2,575	)		(1,498	)		(6,338	)		(4,776	)
General and administrative expense		(5,187	)		(3,678	)		(12,850	)		(7,539	)
Defined benefit pension credit (expense)		18,467			(1,515	)		55,401			(4,543	)
Other postretirement benefit credit		2,006			1,042			6,542			3,562
Total other operating income (expense)		12,711			(5,649	)		42,755			(13,296	)
Operating income		39,053			9,262			97,960			5,055
Nonoperating income (expense):
Interest expense		(879	)		(474	)		(3,124	)		(1,214	)
Other income, net		306			42			604			144
Total nonoperating expense		(573	)		(432	)		(2,520	)		(1,070	)
Income before income taxes		38,480			8,830			95,440			3,985
Income tax expense		(14,505	)		(2,962	)		(35,936	)		(1,491	)
Net income	$	23,975		$	5,868		$	59,504		$	2,494
Basic and diluted income per share	$	1.98		$	0.48		$	5.25		$	0.21
Basic and diluted weighted average shares outstanding		12,102			12,102			11,336			12,102

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