Organization and basis of presentation

3 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

Organization and basis of presentation

Note 1 – Organization and basis of presentation:

The unaudited Condensed Consolidated Financial Statements contained in this Quarterly Report have been prepared on the same basis as the audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2012 that we filed with the Securities and Exchange Commission (“SEC”) on March 14, 2013 (the “2012 Annual Report”). In our opinion, we have made all necessary adjustments (which include only normal recurring adjustments) in order to state fairly, in all material respects, our consolidated financial position, results of operations and cash flows as of the dates and for the periods presented. As compared to the 2012 Annual Report, we have omitted certain information and footnote disclosures from this Quarterly Report that are normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Our results of operations for the interim period ended March 31, 2013 may not be indicative of our operating results for the full year. The Condensed Consolidated Financial Statements contained in this Quarterly Report should be read in conjunction with the 2012 Consolidated Financial Statements contained in the 2012 Annual Report.

At March 31, 2013, Contran Corporation (“Contran”) owned 88% of our outstanding common stock. During April 2013, Contran purchased additional shares of our common stock, increasing Contran’s ownership to 90.4% at April 30, 2013. Substantially all of Contran’s outstanding voting stock is held by trusts established for the benefit of certain children and grandchildren of Harold C. Simmons (for which Mr. Simmons is the sole trustee) or is held directly by Mr. Simmons or other persons or companies related to Mr. Simmons. Consequently, Mr. Simmons may be deemed to control Contran and us.

On May 10, 2013, Contran announced that it intends to take action under Section 253 of the Delaware General Corporation Law (“DGCL”) and complete a short-form merger of us with KYCN Acquisition Corporation, a wholly-owned subsidiary of Contran (“Merger Sub”), newly formed by Contran for the sole purpose of completing such merger. Following the merger, we, as the survivor, would become a wholly-owned subsidiary of Contran, we would no longer be required to file annual, quarterly or other reports with the SEC, and our shares of common stock would be deregistered under the Securities Exchange Act of 1934, as amended. As Contran currently owns 90.4% of our outstanding common stock, Contran has more than the 90% threshold required to take such action under the DGCL. Under DGCL, no action is required by our board of directors or our stockholders other than Contran and Merger Sub for the merger to become effective, and our board of directors has not acted to approve or disapprove the merger, nor will our stockholders other than Contran and Merger Sub be asked to approve or disapprove the merger or furnish a proxy in connection with the merger. As a result of the merger, each share of our common stock not owned by Contran or Merger Sub will automatically be converted into the right to receive $9.00 per share in cash, without interest, at the effective date of the merger, which Contran intends to complete on June 10, 2013, or as soon as practical thereafter. Our stockholders other than Contran and Merger Sub will be paid for their shares of our common stock held as of the effective date of the merger promptly after the effective date of the merger and their completion of necessary applicable documentation. Contran indicated that instructions for surrendering stock certificates will be set forth in a Notice of Merger and Appraisal Rights and a Letter of Transmittal, which Contran will mail to our stockholders of record as of the effective date of the merger within ten calendar days following the effective date of the merger.

Subject to compliance with the applicable provisions of the DGCL, our stockholders other than Contran and Merger Sub will have a statutory right to demand payment of the fair value of their shares of our common stock as determined in a judicial appraisal proceeding in accordance with Section 262 of the DGCL, plus interest, if any, from the effective date of the merger. This value may be equal to, more than or less than the $9.00 per share consideration offered in the merger. Instructions regarding the procedures to seek such appraisal rights will be contained in the Notice of Merger and Appraisal Rights.

Certain information regarding the merger, including the specific terms of the merger and how the merger affects our stockholders other than Contran and Merger Sub, is contained in a Schedule 13E-3, filed by Contran with the SEC. Contran will mail a copy of such Schedule 13E-3 to our stockholders at least 20 days prior to the effective date of the merger. Our stockholders other than Contran and Merger Sub should carefully review the entire Schedule 13E-3.

Unless otherwise indicated, references in this report to “we”, “us” or “our” refer to Keystone Consolidated Industries, Inc. (“KCI”) and its subsidiaries, taken as a whole.