0000059255-13-000175.txt : 20130723 0000059255-13-000175.hdr.sgml : 20130723 20130723102249 ACCESSION NUMBER: 0000059255-13-000175 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130722 ITEM INFORMATION: Other Events FILED AS OF DATE: 20130722 DATE AS OF CHANGE: 20130723 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: 13980526 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 kci8k0722.htm FORM 8-K KEYSTONE CONSOLIDATED INDUSTRIES, INC. kci8k0722.htm
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
 
July 22, 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):
 
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 8.01
Other Events.
 
On May 10, 2013, Contran Corporation (“Contran”) and KYCN Acquisition Corporation, a wholly-owned subsidiary of Contran (“Merger Sub”), filed a Rule 13e-3 Transaction Statement on Schedule 13E-3 (“Original Schedule 13E-3”) with the Securities and Exchange Commission (the “Commission”) with respect to the merger (the “Merger”) of Merger Sub with and into Keystone Consolidated Industries, Inc., a Delaware corporation (“KCI”), with KCI as the surviving corporation of the Merger.  On July 11, 2013, Contran and Merger Sub filed  Amendment No. 3 to Schedule 13E-3, which amended and restated the Original Schedule 13E-3 in its entirety.

Effective 5:00 p.m. Eastern time on July 22, 2013 (the “Effective Time”), the Merger was consummated pursuant to a Certificate of Ownership and Merger filed with the Secretary of State of the State of Delaware by Merger Sub.  Prior to the Effective Time, Contran contributed all of the shares of common stock, par value $0.01 per share, of KCI (the “Shares”) owned by Contran to Merger Sub, and Merger Sub’s board of directors adopted resolutions approving the Merger.  Also on July 22, 2013, KCI filed a Form 15 with the Securities and Exchange Commission, providing notification of the termination of KCI’s reporting requirements under the Securities Exchange Act of 1934, as amended.  As a result of the Merger, the Shares are no longer traded on any securities exchange or automated quotation system, including the OTC Market’s OTCQB.

 

 

 
 
 

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.                                     
      Name:  Bert E. Downing, Jr.   Title:    Vice President, Chief Financial Officer,
                                                                   Corporate Controller and Treasurer

 
Date:  July 22, 2013