8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.   20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 14(d) of the Securities Exchange Act of 1934

March 14, 2013

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 March 14, 2013, 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 March 14, 2013 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)
Date:  March 14, 2013	By: /s/ Bert E. Downing, Jr.                                                                                    Bert E. Downing, Jr. Vice President, Chief Financial Officer, Corporate Controller and Treasurer

INDEX TO EXHIBITS

Exhibit No	Description
99.1	Press release dated March 14, 2013 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 FOURTH QUARTER 2012 OPERATING RESULTS

DALLAS, TEXAS . . . March 14, 2013 . . . Keystone Consolidated Industries, Inc. (OTCQB: KYCN), reported an operating loss before pension and other postretirement benefit (“OPEB”) credits for the fourth quarter of 2012 of $2.4 million, which approximated the operating loss of the fourth quarter of 2011 as a higher selling price margin over ferrous scrap costs and lower incentive compensation expense was offset by increased costs associated with optimizing operations at one of Keystone’s segments.

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

	Three months ended						Year ended
	December 31,						December 31,
	2011			2012			2011			2012
	(In thousands)
Operating income as reported	$	9,676		$	877		$	51,568		$	33,898
Defined benefit pension credit		(10,138	)		(1,715	)		(24,388	)		(6,858	)
OPEB credit		(1,901	)		(1,518	)		(5,799	)		(6,075	)
Operating income (loss) before pension and OPEB
pension and OPEB	$	(2,363	)	$	(2,356	)	$	21,381		$	20,965

Operating income before pension and OPEB for 2012 approximated operating results for 2011 primarily due to the net effects of the following factors:

·   increased shipment volumes of higher-margin fabricated wire products as Keystone gained market share and experienced increased demand,

·   lower shipment volumes of lower-margin wire rod due to weakened demand and the influence of imported rods,

·   higher margin between selling prices and raw material costs for mesh and bar products, partially offset by a lower margin for all other product lines due to competitive pressures and customers’ reaction to generally falling scrap prices,

·   increased costs associated with continued efforts to optimize production operations at one of the Company’s segments,

·   lower utility costs,

·   increased salary and wage expense primarily due to increased headcount,

·   higher healthcare costs,

·   lower insurance costs, and

·   higher incentive compensation expense.

    Net income for the fourth quarter of 2012 was $0.7 million, or $0.05 per diluted share, as compared to net income of $5.6 million, or $0.46 per diluted share, in the fourth quarter of 2011.  For the full year 2012, net income was $20.2 million, or $1.67 per diluted share, compared to net income of $30.2 million, or $2.50 per diluted share, in 2011.  The decrease in net income was primarily due to a lower defined benefit pension credit during the 2012 periods.  Primarily due to a $45 million decrease in Keystone’s pension plans’ assets as well as a 101 basis point reduction in the applicable discount rate during 2011, the Company recorded a defined benefit pension credit of $6.9 million during 2012 as compared to the $24.4 million defined benefit pension credit recorded during 2011.  Accordingly, Keystone recorded a defined benefit pension credit of $1.7 million during the fourth quarter of 2012 as compared to the $10.1 million credit recorded during the fourth quarter of 2011.

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:

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· 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),

· Availability of raw materials,

· 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 thereof,

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

· The ultimate resolution of pending litigation and U.S. Environmental Protection Agency investigations,

· 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, supply disruptions and transportation interruptions),

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

· The ability of the Company’s customers to obtain adequate credit,

· 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.

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 expense or credits, which is used by the Company’s management to assess its performance.  The Company believes disclosure of operating income before pension and OPEB expense or credits 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.

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Keystone Consolidated Industries, Inc. is headquartered in Dallas, Texas.  The Company is a leading manufacturer of steel fabricated wire products, industrial wire and wire rod.  Keystone also manufactures wire mesh, coiled rebar, steel bar and other products.  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 quoted on the OTCQB (Symbol: KYCN).

* * * * * * * * * *

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KEYSTONE CONSOLIDATED INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Summary of Operations

(In thousands, except per share data)

	Three months ended						Year ended
	December 31,						December 31,
	2011			2012			2011			2012
	(unaudited)
Net sales	$	132,894		$	108,545		$	563,985		$	547,657
Cost of goods sold		(129,846	)		(106,402	)		(520,015	)		(502,779	)
Gross margin	$	3,048		$	2,143		$	43,970		$	44,878
Operating income	$	9,676		$	877		$	51,568		$	33,898
Income before income taxes	$	9,418		$	601		$	51,049		$	32,167
Income tax benefit (expense)		(3,805	)		56			(20,838	)		(11,943	)
Net income	$	5,613		$	657		$	30,211		$	20,224
Basic and diluted net income per share	$	0.46		$	0.05		$	2.50		$	1.67
Basic and diluted weighted average
shares outstanding		12,102			12,102			12,102			12,102

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