UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): March 14, 2005
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-3919 37-0364250
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
5430 LBJ Freeway, Suite 1740, Dallas, TX 75240-2697
(Address of principal executive offices) (Zip Code)
(972) 458-0028
(Registrant's telephone number, including area code)
(Former name or 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 230.425)
[ ] 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 7.01 Regulation FD Disclosure
On February 26, 2004, Keystone Consolidated Industries, Inc. (the "Company"
or "Keystone"), together with five of its direct and indirect subsidiaries (FV
Steel and Wire Company, DeSoto Environmental Management, Inc., J.L. Prescott
Company, Sherman Wire Company (f/k/a DeSoto, Inc.) and Sherman Wire of Caldwell,
Inc.), filed voluntary petitions for relief under Chapter 11 of Title 11 of the
United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court
for the Eastern District of Wisconsin in Milwaukee (the "Bankruptcy Court").
On March 14, 2005, Keystone filed its Monthly Operating Report for the
month of February 2005 (the "Monthly Operating Report") with the Bankruptcy
Court. A copy of certain summary financial information and related supporting
schedules contained in the Monthly Operating Report (the "Bankruptcy Financial
Information") is attached hereto as Exhibit 99.1 and incorporated by reference
herein.
The Bankruptcy Financial Information is limited in scope, covers a limited
time period and has been prepared solely for purposes of complying with the
monthly reporting requirements of the Bankruptcy Court. Keystone's wholly owned
subsidiary, Engineered Wire Products, Inc. ("EWP"), has not filed for protection
under the Bankruptcy Code, and financial information for EWP has been omitted
from the Bankruptcy Financial Information. The Bankruptcy Financial Information
is unaudited and does not purport to show the financial statements of Keystone
or any of its subsidiaries in accordance with accounting principles generally
accepted in the United States ("GAAP"), and therefore excludes items required by
GAAP, such as certain reclassifications, eliminations, accruals and disclosure
items. Keystone cautions readers not to place undue reliance upon the Bankruptcy
Financial Information. There can be no assurance that such information is
complete. In addition, in order to comply with the 15-day filing requirements of
the Bankruptcy Court, certain year-end adjustments have not been reflected in
the Monthly Operating Report and related Bankruptcy Financial Information. The
debtors anticipate filing an amended report when information relative to these
adjustments becomes available.
A copy of certain financial information of EWP (the "EWP Financial
Information") is attached hereto as Exhibit 99.2 and incorporated by reference
herein. The EWP Financial Information is limited in scope, covers a limited time
period and has been prepared solely for purposes of internal reporting within
Keystone. The EWP Financial Information is unaudited and does not purport to
show the financial statements of EWP in accordance with GAAP, and therefore
excludes items required by GAAP, such as certain reclassifications,
eliminations, accruals and disclosure items. Keystone cautions readers not to
place undue reliance upon the EWP Financial Information. There can be no
assurance that such information is complete.
The Bankruptcy Financial Information and the EWP Financial Information are
for information purposes only and are 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 the
Bankruptcy Financial Information or EWP Financial Information by reference,
except as otherwise expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Item No. Exhibit Index
-------- --------------------------------------------------------
99.1 Bankruptcy Financial Information contained in the
Monthly Operating Report for the month of February 2005
99.2 EWP Financial Information for the month of February 2005
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.
Bert E. Downing, Jr.,
Vice President, Chief Financial Officer,
Corporate Controller and Treasurer
Date: March 17, 2005
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- ---------------------------------------------------------
99.1 Bankruptcy Financial Information contained in the Monthly
Operating Report for the month of February 2005
99.2 EWP Financial Information for the month of February 2005