SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-1
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- ---
ACT OF 1934 - For the fiscal year ended December 31, 2001
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 (IRS Employer
incorporation or organization) identification No.)
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: (972) 458-0028
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, $1 par value None
Securities registered pursuant to Section 12(g) of the Act:
None.
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of April 8, 2002, 10,068,450 shares of common stock were outstanding. The
aggregate market value of the 5,077,977 shares of voting stock held by
nonaffiliates of the Registrant, as of such date, was approximately $5.8
million.
Documents incorporated by reference
The information required by Part III is incorporated by reference from the
Registrant's definitive proxy statement to be filed with the Securities and
Exchange Commission pursuant to Regulation 14A not later than 120 days after the
end of the fiscal year covered by this report.
The undersigned Registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
year ended December 31, 2001 as set forth below and in the pages attached
hereto:
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
Exhibit No.
99.1 -- Annual Report of the Keystone Consolidated Industries, Inc. Deferred
Incentive Plan (Form 11-K) for the year ended December 31, 2001 (filed
as an amendment to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 2001).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
--------------------------------------
(Registrant)
Date: June 26, 2002 By: /s/ Bert E. Downing, Jr.
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Bert E. Downing, Jr.
Vice President, Treasurer and
Corporate Controller
(Principal Financial and Accounting
Officer)
EXHIBIT 99.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
Commission file number 1-3919
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
Keystone Consolidated Industries, Inc. Deferred Incentive Plan
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
Keystone Consolidated Industries, Inc.
5430 LBJ Freeway, Suite 1740
Dallas, Texas 75240
KEYSTONE CONSOLIDATED INDUSTRIES, INC. DEFERRED INCENTIVE PLAN
FORM 11-K
Index
Page
Signature Page.... .......................................................2
Financial Statements
Report of Independent Accountants.......................................3
Financial Statements
Statements of Net Assets Available for Benefits -
December 31, 2000 and 2001..........................................4
Statement of Changes in Net Assets Available for Benefits -
Year ended December 31, 2001........................................5
Notes to Financial Statements........................................6-8
Supplemental Schedule
Schedule H, Line 4i - Schedule of Assets Held for Investment
Purposes - December 31, 2001..........................................9
Exhibit I - Consent of Independent Accountants..........................10
SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, the Administrator
has duly caused this Annual Report to be signed by the undersigned thereunto
duly authorized.
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
DEFERRED INCENTIVE PLAN
By: ADMINISTRATIVE COMMITTEE OF THE
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
DEFERRED INCENTIVE PLAN
By: /s/ Bert E. Downing, Jr.
-----------------------------------
Bert E. Downing, Jr.
Committee Member
June 26, 2002
Report of Independent Accountants
To the Participants and Administrator of
Keystone Consolidated Industries, Inc. Deferred Incentive Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of Keystone Consolidated Industries, Inc. Deferred Incentive Plan (the "Plan")
at December 31, 2000 and 2001, and the changes in net assets available for
benefits for the year ended December 31, 2001 in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of the Plan's management; our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of Schedule of
Assets Held For Investment Purposes is presented for the purpose of additional
analysis and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
PricewaterhouseCoopers LLP
Dallas, Texas
June 26, 2002
KEYSTONE CONSOLIDATED INDUSTRIES, INC. DEFERRED INCENTIVE PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2000 and 2001
2000 2001
---- ----
Net assets available for benefits:
Investments .................................. $39,402,355 $26,520,639
Employer contribution receivable ............. 362,209 23,600
Participant contributions receivable ......... 85,236 38,349
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$39,849,800 $26,582,588
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KEYSTONE CONSOLIDATED INDUSTRIES, INC. DEFERRED INCENTIVE PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 2001
Additions:
Investment income - Interest and dividends ................. $ 1,057,069
-----------
Contributions:
Employer ................................................. 23,600
Participants ............................................. 1,261,225
-----------
1,284,825
Total additions ........................................ 2,341,894
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Deductions:
Investment loss - Net depreciation in fair
value of investments ...................................... 7,427,954
Benefits to participants ................................... 8,180,180
Administrative expenses .................................... 972
-----------
Total deductions ....................................... 15,609,106
-----------
Net decrease in net assets available for benefits ............ 13,267,212
Net assets available for benefits:
December 31, 2000 .......................................... 39,849,800
-----------
December 31, 2001 .......................................... $26,582,588
===========
KEYSTONE CONSOLIDATED INDUSTRIES, INC. DEFERRED INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS
Note 1 - Description of Plan and significant accounting policies
General. The following description of the Keystone Consolidated Industries,
Inc. Deferred Incentive Plan (the "Plan") provides only general information.
Participants should refer to the Plan agreement for a more complete description
of the Plan's provisions.
The Plan is a defined contribution plan in which eligible employees of
Keystone Consolidated Industries, Inc. and certain of its subsidiaries
("Keystone" or the "Employer") who have at least one year of eligible service
and are at least 21 years old may elect to participate. The Plan is a qualified
cash or deferred profit-sharing plan under Sections 401(a) and 401(k) of the
Internal Revenue Code of 1986, as amended (the "Code"), and is subject to the
provisions of the Employee Retirement Income Security Act of 1974, as amended
("ERISA").
Contran Corporation ("Contran") and other entities related to Mr. Harold C.
Simmons beneficially own approximately 50% of Keystone. Substantially all of
Contran's outstanding voting stock is held by trusts established for the benefit
of certain children and grandchildren of Mr. Simmons, of which Mr. Simmons is
sole trustee. Keystone may be deemed to be controlled by Contran and Mr.
Simmons.
Contributions. The Plan permits participants to defer 3% to 15% of their
pre-tax annual compensation as contributions, not to exceed an annual deferral
of $10,500 (subject to adjustment in future years), through payroll deductions.
At its discretion, the Employer may contribute cash or shares of Keystone common
stock to the Plan based on a matching or other formula. The Employer's cash
contributions are allocated to participants' accounts on a percentage or
matching basis relative to the participants' contributions for the year. The
Employer's contributions of Keystone common stock are allocated to the
respective participants' accounts in the Keystone Restricted Stock Fund. The
Employer's contribution is reduced, as provided by the Plan, by nonvested
amounts forfeited by participants who withdraw from the Plan. At December 31,
2000 and 2001, unallocated forfeited nonvested accounts were $20,990 and $24,872
respectively. The Employer may use forfeited nonvested accounts to reduce
Employer contributions in the fifth year following the plan year of forfeiture.
There was no allocation of forfeited nonvested accounts to participant accounts
during the year ended December 31, 2001.
Vesting and benefits. Salary deferrals (including earnings thereon) are
immediately vested while Employer contributions (including earnings thereon)
vest at the rate of 20% per year of service, as defined.
Upon termination of employment, retirement, death or disability, a
participant (or beneficiary, if applicable) may elect to receive either (i) a
lump sum amount equal to the vested value of the participant's accounts or (ii)
installments over a period of not more than 30 years. With the consent of the
Plan administrators, participants can borrow amounts from their vested account
balances, subject to certain limitations under the Plan.
Participants' accounts. The Plan currently provides participants with
options to invest account balances in 11 different publicly-traded mutual or
pooled funds administered by Putnam Investments, as well as two other
publicly-traded mutual funds administered by companies other than Putnam
Investments. Participants can direct the Plan administrator to invest, in 10%
increments, such account balances in any of the Plan's investment fund options.
Employer contributions of shares of Keystone common stock are allocated to
participant accounts through the "Keystone Restricted Stock Fund." Participants
are not permitted to redirect Keystone Restricted Stock to other investment
options.
During 1988, in connection with a rights offering of Keystone's common
stock, certain participants were permitted to direct part of their account
balance into an investment in Keystone's common stock (the "Keystone
Unrestricted Stock Fund").
In addition to the Plan's investment fund options, a "Loan Fund" is
maintained to account for loans to participants, as permitted by the Plan. These
loans, with interest rates ranging from 5.75% to 10.50%, mature through 2031.
Plan termination. The Employer has the right under the Plan to discontinue
its contributions at any time and to terminate the Plan, in compliance with the
provisions of ERISA. In the event the Plan is terminated, the accounts of all
participants would become fully vested.
Basis of accounting. The financial statements of the Plan are prepared in
accordance with accounting principles generally accepted in the United States of
America. Valuation of investments is more fully described in Note 2.
Expenses of administering the Plan. To the extent not paid by the Employer,
administrative expenses are paid by the Plan. The Employer paid a significant
portion of 2001 administrative expenses.
Management estimates. The preparation of the Plan's financial statements in
conformity with accounting principles generally accepted in the United States of
America requires the plan administrator to make significant estimates and
assumptions that affect the reported amounts of net assets available for
benefits at the date of the financial statements and the changes in net assets
available for benefits during the reporting period and disclosures of contingent
assets and liabilities at the date of the financial statements. Actual results
could differ from those estimates.
Risks and uncertainties. The Plan provides for various investment options
in a variety of stocks, bonds, fixed income securities, mutual funds, and other
investment securities. Investment securities are exposed to various risks, such
as interest rate, market, and credit risks. Due to the level of risk associated
with certain investment securities, it is at least reasonably possible that
changes in the values of investment securities will occur in the near term and
that such changes could materially affect participants' account balances and the
amounts reported in the Plan's statement of net assets available for benefits.
Tax status. Effective January 1, 2001, the Plan was amended and restated to
comply with new Internal Revenue Service ("IRS") regulations. The Plan has
requested a determination letter from the IRS. The Employer believes the Plan is
a qualified plan under Section 401(a) and Section 401(k) of the Code, and is
therefore exempt from federal income taxes under provisions of Section 501(a) of
the Code.
Note 2 - Investments
General. The assets of the Plan are held and the related investment
transactions are executed by Putnam Fiduciary Trust Company as trustee (the
"Trustee") of the Keystone Master Deferred Incentive Trust (the "Keystone
Trust"). The Keystone Trust currently invests in eleven publicly-traded mutual
or pooled funds administered by Putnam Investments as well as two other
publicly-traded mutual funds administered by companies other than Putman
Investments (see Note 1). The Plan's investments are stated at fair value based
on quoted market prices and net appreciation for the year is reflected in the
Plan's statement of changes in net assets available for plan benefits.
Investments that individually represent 5% or more of the Plan's net assets
at year end are as follows:
December 31,
2000 2001
---- ----
Putnam Funds:
Voyager ................................. $13,136,753 $7,976,060
Stable Value ............................ $ 6,586,692 $5,845,961
Vista ................................... $11,039,816 $5,641,942
PIMCO Total Return ...................... $ -- $2,149,065
Diversified Income Trust ................ $ 2,394,523 $ --
Note 3 - Non-participant-directed investments
Information about the net assets, and the significant components of the
changes in such net assets, relating to non-participant-directed investments is
as follows:
December 31,
2000 2001
---- ----
Net assets available for benefits
- - Keystone Restricted Stock .................. $547,413 $214,984
======== ========
Year ended
December 31, 2001
Changes in net assets available for benefits
- - Keystone Restricted Stock
Net depreciation in fair value of investments ................ $(205,118)
Benefits to participants ..................................... (127,311)
---------
Net decrease in net assets available for
benefits ................................................... $(332,429)
=========
KEYSTONE CONSOLIDATED INDUSTRIES, INC. DEFERRED INCENTIVE PLAN
Schedule H, Line 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 2001
Fair
Shares Cost value
($000s)
*Putnam Funds:
Voyager ..................................... 448,850 $13,394 $ 7,976
Stable Value ................................ 5,845,961 5,846 5,846
Vista ....................................... 633,926 11,415 5,642
George Putnam Fund of Boston ................ 63,947 1,072 1,073
Equity Income ............................... 50,987 760 750
OTC and Emerging Growth ..................... 76,269 1,371 584
International Growth ........................ 29,145 645 581
S&P 500 Index ............................... 12,990 387 362
Asset Allocation - Conservative Portfolio ... 40,468 412 352
Asset Allocation - Balanced Portfolio ....... 20,259 241 199
Asset Allocation - Growth Portfolio ......... 5,430 68 52
*PIMCO Total Return ........................... 205,456 2,191 2,149
*UAM ICM Small Company Portfolio .............. 2,971 76 77
*Keystone Restricted Stock .................... 330,745 2,866 215
*Keystone Unrestricted Stock Fund ............. 28,303 70 18
*Loans to participants (5.75% - 10.50%;
mature through 2031) ....................... -- 645
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$40,814 $26,521
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* Party in interest.
Exhibit I
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (File No. 333-71441) of Keystone Consolidated Industries,
Inc. of our report dated June 26, 2002, relating to the financial statements of
the Keystone Consolidated Industries, Inc. Deferred Incentive Plan, which
appears in this Form 11-K.
PricewaterhouseCoopers LLP
June 26, 2002