-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, r2YpFdJ0UntAkiTi2qkYelvJUnXbHTmsS306CQvlF02X+XhrU04HT0ypUQ1aWiHw FytEjtteDu0CRYNJANfOAw== 0000055604-94-000002.txt : 19940808 0000055604-94-000002.hdr.sgml : 19940808 ACCESSION NUMBER: 0000055604-94-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940630 FILED AS OF DATE: 19940804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEYSTONE CONSOLIDATED INDUSTRIES INC CENTRAL INDEX KEY: 0000055604 STANDARD INDUSTRIAL CLASSIFICATION: 3312 IRS NUMBER: 370364250 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-03919 FILM NUMBER: 94541565 BUSINESS ADDRESS: STREET 1: 5430 LBJ FWY STE 1440 STREET 2: THREE LINCOLN CENTRE CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2144580028 MAIL ADDRESS: STREET 1: 5430 LBJ FWY STE 1440 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 10-Q 1 KEYSTONE CONSOLIDATED INDUSTRIES, INC 06/30/94 10-Q FILING SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 1994 Commission file number 1-3919 KEYSTONE CONSOLIDATED INDUSTRIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 37-0364250 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 5430 LBJ Freeway, Suite 1740, Three Lincoln Centre, Dallas, TX. 75240-2697 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (214) 458-0028 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes X No _____ Number of shares of common stock outstanding at August 1, 1994: 5,592,751 KEYSTONE CONSOLIDATED INDUSTRIES, INC. AND SUBSIDIARIES INDEX Page number PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets - December 31, 1993 and June 30, 1994 3-4 Consolidated Statements of Operations - Three months and six months ended June 30, 1993 and 1994 5 Consolidated Statement of Stockholders' Deficit - Six months ended June 30, 1994 6 Consolidated Statements of Cash Flows - Six months ended June 30, 1993 and 1994 7 Notes to Consolidated Financial Statements 8-12 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 13-15 PART II. OTHER INFORMATION Item 1. Legal Proceedings 16 Item 6. Exhibits and Reports on Form 8-K 16 KEYSTONE CONSOLIDATED INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands)
December 31, JUNE 30, ASSETS 1993 1994 Current assets: Notes and accounts receivable $ 38,513 $ 49,294 Accounts receivable from affiliates - 103 Inventories 35,544 35,718 Deferred income taxes 5,437 4,393 Prepaid expenses and other 1,257 252 Total current assets 80,751 89,760 Property, plant and equipment 222,601 228,389 Less accumulated depreciation 141,832 148,026 Net property, plant and equipment 80,769 80,363 Other assets: Intangible pension asset 12,067 11,157 Deferred income taxes 28,056 30,173 Other 5,011 5,209 Total other assets 45,134 46,539 $206,654 $216,662
KEYSTONE CONSOLIDATED INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (CONTINUED) (In thousands)
December 31, JUNE 30, LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) 1993 1994 Current liabilities: Notes payable and current maturities of long-term debt $ 8,148 $ 15,604 Accounts payable 24,189 28,822 Accounts payable to affiliates 111 - Accrued pension cost 9,556 8,576 Accrued OPEB cost 7,243 7,370 Other accrued liabilities 25,119 20,981 Total current liabilities 74,366 81,353 Noncurrent liabilities: Long-term debt 19,042 17,648 Accrued pension cost 60,102 63,715 Accrued OPEB cost 96,336 96,772 Other 7,716 6,537 Total noncurrent liabilities 183,196 184,672 Stockholders' equity (deficit): Common stock 6,244 6,304 Additional paid-in capital 18,803 19,255 Pension liabilities adjustment (35,317) (41,110) Accumulated deficit (40,047) (33,800) Treasury stock, at cost (591) (12) Total stockholders' deficit (50,908) (49,363) $206,654 $216,662
KEYSTONE CONSOLIDATED INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data)
Three months ended Six months ended June 30, June 30, 1993 1994 1993 1994 Revenues and other income: Net sales $95,822 $102,549 $176,952 $190,129 Other 7 62 96 127 95,829 102,611 177,048 190,256 Costs and expenses: Cost of goods sold 86,632 90,515 160,607 170,877 Selling 1,211 1,193 2,503 2,546 General and administrative 7,454 4,476 11,662 9,102 Interest - notes payable and long-term debt 747 738 1,529 1,367 Interest (credit) related to excise tax 3,642 (3,853) 3,642 (3,853) 99,686 93,069 179,943 180,039 Income (loss) before income taxes (3,857) 9,542 (2,895) 10,217 Provision for income taxes (benefit) (267) 3,703 103 3,970 Net income (loss) $(3,590) $ 5,839 $ (2,998) $ 6,247 Income (loss) per common and common equivalent share $ (.65) $ 1.04 $ (.54) $ 1.11 Weighted average common and common equivalent shares outstanding 5,499 5,613 5,506 5,581
KEYSTONE CONSOLIDATED INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT Six months ended June 30, 1994 (In thousands)
Additional Pension Total Common paid-in liabilities Accumulated Treasury stockholders' stock capital adjustment deficit stock deficit Balance at December 31, 1993 $6,244 $18,803 $(35,317) $(40,047) $(591) $(50,908) Net income - - - 6,247 - 6,247 Issuance of common stock 60 452 - - 622 1,134 Purchase of treasury stock - - - - (43) (43) Pension adjustment - - (5,793) - - (5,793) Balance at June 30, 1994 $6,304 $19,255 $(41,110) $(33,800) $ (12) $(49,363)
KEYSTONE CONSOLIDATED INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
Six months ended June 30, 1993 1994 Cash flows from operating activities: Net income (loss) $(2,998) $ 6,247 Adjustments: Depreciation 6,045 6,489 Noncash OPEB cost 575 563 Other, net (672) 2,801 Change in assets and liabilities: Accounts and notes receivable (8,041) (11,054) Inventories 5,666 (174) Accounts payable 2,342 4,522 Accrued pension cost (3,103) (5,954) Other, net 6,782 (3,881) Total adjustments 9,594 (6,688) Net cash provided (used) by operating activities 6,596 (441) Cash flows from investing activities - capital expenditures (3,239) (6,090) Cash flows from financing activities: Revolving credit facility, net (1,464) 7,502 Other notes payable and long-term debt: Additions 23 163 Principal payments (1,714) (1,603) Common stock issued (purchased), net (202) 469 Net cash provided (used) by financing activities (3,357) 6,531 Net change in cash and cash equivalents - - Cash and cash equivalents at beginning of period - - Cash and cash equivalents at end of period $ - $ - Supplemental disclosures Cash paid for: Interest, net of amount capitalized $ 1,596 $ 1,362 Income taxes 465 1,028 Treasury stock contributed to employee benefit plan $ - $ 622
KEYSTONE CONSOLIDATED INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 - Organization and basis of presentation: Keystone Consolidated Industries, Inc. (the "Company") is a majority-owned subsidiary of Contran Corporation ("Contran"). Contran holds, directly or indirectly, approximately 65% of the Company's outstanding common stock. The consolidated balance sheet at December 31, 1993 has been condensed from the Company's audited consolidated financial statements at that date. The consolidated balance sheet at June 30, 1994 and the consolidated statements of operations and cash flows for the interim periods ended June 30, 1993 and 1994, and the consolidated statement of stockholders' deficit for the interim period ended June 30, 1994 have been prepared by the Company without audit. In the opinion of management, all adjustments necessary to present fairly the consolidated financial position, results of operations and cash flows have been made. However, it should be understood that accounting measurements at interim dates may be less precise than at year end. The results of operations for the interim periods are not necessarily indicative of the operating results for a full year or of future operations. Certain information normally included in financial statements prepared in accordance with generally accepted accounting principles has been condensed or omitted. The accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1993 (the "Annual Report"). Note 2 - Income (loss) per share: Income (loss) per share is based on the weighted average number of common and common equivalent shares outstanding. Note 3 - Inventories: Inventories are stated at the lower of cost or market. The last-in, first- out ("LIFO") method is used to determine the cost of approximately 72% of inventories held at June 30, 1994 (71% at December 31, 1993) and the first-in, first-out or average cost methods are used to determine the cost of all other inventories.
December 31, JUNE 30, 1993 1994 (In thousands) Raw materials $ 9,944 $ 11,551 Work in process 9,963 11,198 Finished products 14,250 11,883 Supplies 14,115 13,814 48,272 48,446 Less LIFO reserve 12,728 12,728 $35,544 $ 35,718
Note 4 - Notes payable and long-term debt:
December 31, JUNE 30, 1993 1994 (In thousands) Commercial credit agreements: Revolving credit facility $ 3,911 $11,413 Term loan 19,439 18,050 Other 3,840 3,789 27,190 33,252 Less current maturities 8,148 15,604 $19,042 $17,648
The Company maintains a $35 million revolving credit facility which matures December 31, 1996, is collateralized primarily by the Company's trade receivables and inventories, and bears interest at the prime rate plus 1.5% (an effective rate of 8.75% at June 30, 1994). The amount of available borrowings is based on formula-determined amounts of trade receivables and inventories, less the amount of outstanding letters of credit (approximately $.4 million at June 30, 1994). At June 30, 1994, the available borrowings under this credit facility were $23.2 million. This credit facility requires that the Company's daily cash receipts be used to reduce the outstanding borrowings, which results in the Company maintaining zero cash balances. The Company's term loan with the financial institution that provides the Company's revolving credit facility bears interest at the prime rate plus 1% and is due in installments through December 31, 1996. The loan requires compliance with the restrictive covenants, security agreement and certain other terms of the revolving credit facility, is further collateralized by the Company's property, plant and equipment, and becomes due and payable if the Company terminates its revolving credit facility. The Company's credit agreements contain restrictive covenants including a prohibition against the payment of dividends without lender consent and certain minimum working capital and net worth requirements. Note 5 - Income taxes: The difference between the provision for income taxes and the amounts that would be expected using the U.S. federal statutory income tax rate is primarily related to state income taxes and, in the 1993 periods, nondeductible excise taxes of approximately $3 million (see Note 7).
Deferred tax assets (liabilities) December 31, June 30, 1993 1994 (In thousands) Tax effect of temporary differences relating to: Inventories $ 1,623 $ 1,705 Property and equipment (11,845) (11,154) Accrued pension cost 18,206 18,967 Accrued OPEB cost 40,396 40,616 Accrued liabilities and other deductible differences 6,978 6,550 Other taxable differences (583) (584) Net operating loss carryforwards 2,376 820 Alternative minimum tax credit carryforwards 6,342 7,646 Valuation allowance (30,000) (30,000) Net deferred tax asset 33,493 34,566 Less current deferred tax asset 5,437 4,393 Noncurrent deferred tax asset $ 28,056 $ 30,173
There was no change in the valuation allowance during the first half of 1993 or 1994. Note 6 - Pension costs: Variances from actuarial assumptions, including the rate of return on pension plan assets, will continue to result in additional increases or decreases in accrued pension costs, deferred taxes, stockholders' deficit, pension expense and minimum funding requirements in future periods. During the early 1980's the Company received permission from the Internal Revenue Service (the "IRS") to defer certain annual pension plan contributions aggregating $32 million. At June 30, 1994, the remaining balance of such deferred contributions was approximately $11.5 million. The deferred amounts, with interest, are payable to the plans through 2000 and are collateralized by a lien on all of the Company's assets. Note 7 - Excise tax settlement: As discussed in the Annual Report, in 1983 and 1984, the Company satisfied a portion of its funding obligations to the Keystone Master Pension Trust (the "Keystone Trust") with contributions of certain real property that the IRS contended were prohibited transactions. In May 1993, the U.S. Supreme Court reversed lower court decisions favorable to the Company and ruled the contributions were prohibited transactions. The case was remanded to the Tax Court to determine the amount due. During 1993, the Company accrued an aggregate of $7.1 million for the estimated cost of the 5% nondeductible excise taxes and related interest. In addition, to avoid a second tier $9.6 million excise tax, the Company made a "correction" payment of $2.3 million to its pension plans in June 1993. In June 1994, the Company and the IRS agreed on the amount due and entered into a Closing Agreement which was approved by the Tax Court in July 1994. Pursuant to the terms of the Closing Agreement, the Company made an additional "correction" payment of approximately $3.3 million to its pension plans in June 1994, and agreed to pay $3.1 million in excise tax and accrued interest over a two-year period beginning in June 1994. As a result, 1994 results include a $4 million reduction in previously accrued expenses related to this matter. Note 8 - Contingencies: Environmental matters As discussed in the Annual Report, the Company is involved in the closure of inactive waste disposal units as well as the disposal of radioactive electric furnace dust at its Peoria, Illinois facility. In addition, the Company is subject to federal and state "Superfund" legislation at three sites involving cleanup of landfills and disposal facilities which allegedly received hazardous substances generated by former operations of the Company. The Company has accrued its estimated costs related to these issues ($7.8 million at June 30, 1994). The Company believes its comprehensive general liability insurance policies provide indemnification for certain costs the Company incurs at the "Superfund" sites and has recorded receivables for the estimated insurance recoveries. As discussed in the Annual Report, the United States has filed an action against five potential responsible parties ("PRPs"), including a former subsidiary of the Company, seeking to recover investigation and remediation costs incurred by the United States Environmental Protection Agency ("U.S. EPA") at the Byron Salvage Yard, located in Byron, Illinois. Neither the Company nor the other designated PRPs have performed an investigation of the nature and extent of the contamination at the Byron Site. U.S. EPA has possession of the site and conducted the remedial investigation, but has not yet released a feasibility study that would enable the PRPs to identify or estimate the cost of an appropriate remedy or remedies. In July 1993, the U.S. EPA made available for inspection records evidencing approximately $10 million in investigation and remediation costs incurred at the site and produced copies of the laboratory results of groundwater samples taken as a part of the remedial investigation. During the second quarter of 1994, U.S. EPA released its remedial investigation study showing soil contamination, however U.S. EPA has not completed a feasibility study or risk assessment for the site. Until U.S. EPA releases its final Record of Decision, the Company will not know whether U.S. EPA will require any further remediation measures. The Company accrued its $500,000 estimated share of the documented investigation and remediation costs during 1993. There were no other significant changes in the status of these environmental matters during the first six months of 1994. Current litigation As discussed in the Annual Report, the Company is involved in an adversary proceeding against the Company relating to the bankruptcy of the purchaser of two former divisions of the Company. The Company believes the adversary proceeding is without merit and intends to vigorously defend its interests. There was no significant change in the status of this litigation during the first half of 1994. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES: The Company's cash flows from operating activities are affected by the seasonality of its business which resulted in increases in accounts receivable and accounts payable during the first half of both 1993 and 1994. The increases in accounts receivable were also due partially to lower year-end accounts receivable balances resulting from the normal two-week December shutdown for maintenance and repairs at the Peoria, Illinois facility. In addition, cash used by operating activities during the first half of 1994 included a $1 million excise tax payment and increased pension contributions. Pension contributions during the first half of 1994 amounted to $10.7 million, an increase of $2.9 million from the 1993 period. The Company currently estimates an additional $9.3 million will be contributed during the remainder of 1994 for a total of $20 million compared to total pension contributions in 1993 of $15 million. The higher pension contributions in 1994 include $3 million of planned contributions in excess of expected minimum funding requirements. Pension contributions for calendar 1994 and 1993 include $3.3 million and $2.3 million, respectively, resulting from settlement of the excise tax litigation (see Note 7 to the Consolidated Financial Statements). At June 30, 1994, the Company had working capital of $8.4 million. Notes payable and current maturities of long-term debt, deductions in the computation of such working capital, aggregated $15.6 million at June 30, 1994, and included outstanding borrowings of $11.4 million under the Company's $35 million revolving credit facility. The amount of available borrowings is based on formula-determined amounts of trade receivables and inventories, less the amount of outstanding letters of credit, and additional available borrowings were $23.2 million at June 30, 1994. The revolving credit facility requires the Company's daily cash receipts be used to reduce the outstanding borrowings, which results in the Company maintaining zero cash balances. Borrowings under the revolving credit facility currently mature December 31, 1996. Capital expenditures in the first half of 1994 were $6.1 million and are currently estimated to be approximately $13 million for the full year, including approximately $5 million related to information processing systems at the Company's Peoria, Illinois facility and $2 million for environmental items. For 1994, management has budgeted profitable results of operations with sufficient cash flows from operations and financing activities to meet its anticipated operating needs. This budget is based upon management's assessment of various financial and operational factors including, but not limited to, assumptions relating to product shipments, product mix, foreign competition, and selling prices; production schedules; productivity rates; raw materials, electricity, labor, employee benefit and other fixed and variable costs; working capital requirements; interest rates; repayments of long-term debt; capital expenditures; and available borrowings under the Company's revolving credit facility. However, potential liabilities under environmental laws and regulations with respect to the disposal and clean-up of wastes beyond present estimates, any significant increases in the required minimum fundings to the Company's pension funds or in the cost of providing medical coverage to active and retired employees, could have a material adverse affect on the future liquidity, financial condition and results of operations of the Company. Additionally, any significant decline in the Company's markets or market share, any inability to maintain satisfactory billet and rod production levels, or any other unanticipated costs, if significant, could result in a need for funds greater than the Company currently has available. There can be no assurance the Company would be able to obtain an adequate amount of additional financing. RESULTS OF OPERATIONS: The Company's operations are the manufacture and sale of carbon steel rod, wire and wire products for agricultural, industrial, construction, commercial, original equipment manufacturers and retail consumer markets. Historically, the Company has experienced greater sales and profits during the first half of the year due principally to the seasonality of sales in principal wire products markets, including the agricultural and construction markets. During the first half of 1994, billet production at the Peoria steel mill of 321,000 tons and steel rod production of 355,000 tons approximated production in the 1993 period. As the Company's billet production capacity is less than its rod production capacity, the Company periodically purchases billets from other suppliers to increase the utilization of the rod mill and thus assure the Company's ability to meet its customers' orders. The decision to purchase billets depends on billet prices, product demand and other market conditions. During the first half of 1994 the Company purchased 54,000 tons of billets compared to 60,000 tons purchased in the first half of 1993. Currently, 10,000 tons of billets are expected to be purchased during the third quarter of 1994 compared to 28,000 tons purchased during the third quarter of 1993. Net sales for the second quarter of 1994 increased $6.7 million, or 7%, from the comparable 1993 period. Tons of rod sold decreased 6.6% (85,000 tons compared to 91,000 tons), while tons of wire and wire products sold increased 5.2% (121,000 tons compared to 115,000 tons). Of the 5.2% increase in wire and wire products tonnage, wire tonnage increased 8.2% and wire products tonnage increased 2.6%. Wire is generally sold at a lower selling price per ton than wire products. Wire and wire products selling prices increased 3.7% and rod selling prices increased 10.1% during the second quarter of 1994 as compared to the second quarter of 1993. Net sales for the first half of 1994 increased $13.2 million, or 7.4%, from the comparable 1993 period. Tons of rod sold decreased 6.1% (153,000 tons compared to 163,000 tons), while tons of wire and wire products sold increased 3.7% (226,000 tons compared to 218,000 tons). Of the 3.7% increase in wire and wire products tonnage, wire tonnage increased 9.5% and wire products tonnage was comparable to the 1993 period. Wire and wire products selling prices increased 3.6% and rod selling prices increased 14.4% during the first half of 1994 as compared to the first half of 1993. Gross profit was $12 million for the second quarter of 1994, an increase of $2.8 million as gross profit margins increased to 11.7%, up from 9.6% in the comparable 1993 period. Gross profit was $19.2 million for the first half of 1994, an increase of $2.9 million, as year-to-date gross profit margins increased to 10.1% from 9.2% one year ago. These comparative margin improvements were achieved despite significantly higher costs for scrap steel, the Company's primary raw material. Higher product selling prices and lower rod conversion costs in 1994 were partially offset by the higher scrap costs and inclement weather during the first quarter resulting in production outages and increased costs. Gross profit in the 1993 periods also reflected a second quarter charge of approximately $1.2 million for a one-time payment of $1,000 per union member, pursuant to the May 1993 collective bargaining agreement with the Independent Steel Worker's Alliance ("ISWA") at the Company's Peoria, Illinois facility. The ISWA represents 1,239 employees, or approximately 60% of the Company's total employees. Scrap prices have risen significantly since the beginning of 1993, and were approximately 21.3% and 26.4% higher during the second quarter and first half, respectively, of 1994 as compared to the 1993 periods. Scrap steel costs are currently expected to stabilize at current levels which could help the Company reestablish historic gross profit margins during the second half of 1994. Selling expenses, as a percentage of net sales, were comparable between the 1994 and 1993 periods. General and administrative expenses were $4.5 million and $9.1 million for the second quarter and first half of 1994, respectively, representing decreases of $3 million and $2.6 million over the comparable 1993 amounts. The 1993 periods include the $3.2 million charge for excise taxes resulting from the adverse U.S. Supreme Court decision. See Note 7 to the Consolidated Financial Statements. The difference between the provision for income taxes and the amounts that would be expected using the U.S. federal statutory income tax rate is primarily related to state income taxes and, in the 1993 periods, the nondeductible excise taxes of approximately $3 million. PART II. ITEM 1. Legal Proceedings Reference is made to disclosure provided under the caption "Current litigation" in Note 14 to the Consolidated Financial Statements included in the Annual Report. Note 8 to the Consolidated Financial Statements is incorporated herein by reference. ITEM 6. Exhibits and Reports on Form 8-K. (b) Reports on Form 8-K filed during the quarter ended June 30, 1994: None. S I G N A T U R E S 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 thereunto duly authorized. Keystone Consolidated Industries, Inc. (Registrant) Date: August 2, 1994 By /s/Harold M. Curdy Harold M. Curdy Vice President - Finance/Treasurer (Principal Financial Officer) Date: August 2, 1994 By /s/Bert E. Downing, Jr. Bert E. Downing, Jr. Corporate Controller (Principal Accounting Officer) S I G N A T U R E S 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 thereunto duly authorized. Keystone Consolidated Industries, Inc. (Registrant) Date: August 2, 1994 By ___________________________________ Harold M. Curdy Vice President - Finance/Treasurer (Principal Financial Officer) Date: August 2, 1994 By ___________________________________ Bert E. Downing, Jr. Corporate Controller (Principal Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----