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{DOCUMENT}
{TYPE}NT 10-K/A
{SEQUENCE}1
{FILENAME}kci12b0405.txt
{TEXT}
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25/A
NOTIFICATION OF LATE FILING
Keystone Consolidated Industries, Inc.
SEC FILE NUMBER: 1-3919
CUSIP NUMBER: 493422109
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 2003
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: Not applicable
PART I - REGISTRANT INFORMATION
Full Name of Registrant: Keystone Consolidated Industries, Inc.
Former Name if Applicable: Not Applicable
Address of Principal Executive Office: 5430 LBJ Freeway, Suite 1740
Three Lincoln Centre, Dallas, Texas 75240-2697
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed.
[ ] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[ ] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, or portion thereof, will be filed
on or before the fifth calendar day following the prescribed due
date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached, if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed period:
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"). The
Company filed a Current Report on Form 8-K on February 27 2004, announcing the
filing with the Bankruptcy Court.
The Form 10-K for the fiscal year ended December 31, 2003 for the registrant
could not be filed within the prescribed period because of the limitations on
staffing, the Company's severely limited financial resources and the significant
additional burdens that the Company's Chapter 11 case under the Bankruptcy Code
has imposed on the Company's available human and financial resources. Such
inability could not have been eliminated by the registrant without unreasonable
effort or expense.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Bert E. Downing, Jr., Vice President, Chief Financial Officer, Corporate
Controller and Treasurer. 972-450-4293.
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
Registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
Due to the reasons set forth in Part III of this Form, the Company is currently
unable to make a reasonable estimate of the change in results of operations from
the corresponding period of the last fiscal year.
As provided by the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, Keystone cautions that statements in this Form 12b-25
relating to matters that are not historical facts including, but not limited to,
373389
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Notification of Late Filing
Notification of Late Filing (10K)
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{DOCUMENT}
{TYPE}NT 10-K
{SEQUENCE}1
{FILENAME}kci120330.txt
{TEXT}
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Keystone Consolidated Industries, Inc.
SEC FILE NUMBER: 1-3919
CUSIP NUMBER: 493422109
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 2003
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: Not applicable
{PAGE}
PART I - REGISTRANT INFORMATION
Full Name of Registrant: Keystone Consolidated Industries, Inc.
Former Name if Applicable: Not Applicable
Address of Principal Executive Office: 5430 LBJ Freeway, Suite 1740
Three Lincoln Centre
Dallas, Texas 75240-2697
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed.
[ ] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[ ] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, or portion thereof, will be filed
on or before the fifth calendar day following the prescribed due
date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached, if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed period:
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"). The
Company filed a Current Report on Form 8-K on February 27 2004, announcing the
filing with the Bankruptcy Court.
On March 18, 2004, the Company transmitted a letter to the staff of the
Securities and Exchange Commission (the "SEC") requesting confirmation from the
SEC that it would not recommend an enforcement action against the Company if the
Company files with the SEC under cover of Form 8-K copies of each monthly report
provided to the Office of the United States Trustee within 15 calendar days
following the date on which the said report is filed with the United States
Trustee and also promptly files reports on Form 8-K to disclose any material
events related to its bankruptcy case and its reorganization efforts. This
modified reporting procedure would replace the periodic reports on Form 10-K and
10-Q required under the Securities Exchange Act of 1934. Should the Securities
and Exchange Commission grant the requested relief, the Company does not intend
to file periodic reports on Form 10-K or 10-Q until the reorganization or
liquidation of the Company is complete. As of March 30, 2004, the SEC has not
responded to the Company's request for no-action relief.
The Form 10-K for the fiscal year ended December 31, 2003 for the registrant
could not be filed within the prescribed period because of the limitations on
staffing, the Company's severely limited financial resources and the significant
additional burdens that the Company's Chapter 11 case under the Bankruptcy Code
has imposed on the Company's available human and financial resources. Such
inability could not have been eliminated by the registrant without unreasonable
effort or expense.
{PAGE}
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Bert E. Downing, Jr., Vice President, Chief Financial Officer, Corporate
Controller and Treasurer. 972-450-4293.
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
Registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
373390
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{DOCUMENT}
{TYPE}NT 10-K
{SEQUENCE}1
{FILENAME}kci12b01.txt
{TEXT}
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Keystone Consolidated Industries, Inc.
SEC FILE NUMBER: 1-3919
CUSIP NUMBER: 493422109
[ X ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 2001
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: Not applicable
{PAGE}
PART I - REGISTRANT INFORMATION
Full Name of Registrant: Keystone Consolidated Industries, Inc. ("Keystone")
Former Name if Applicable: Not Applicable
Address of Principal Executive Office: 5430 LBJ Freeway, Suite 1740
Three Lincoln Centre
Dallas, Texas 75240-2697
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed.
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, or portion thereof, will be filed
on or before the fifth calendar day following the prescribed due
date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached, if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed period:
Keystone has been unable to complete the preparation of its Annual Report on
Form 10-K for the year ended December 31, 2001 ("Annual Report") due to delays
in assembling the information required to prepare, and be included in, the
Annual Report.
As previously disclosed, Keystone did not make the interest payments due August
1, 2001 and February 1, 2002 on its $100 million of 9 5/8% Senior Secured Notes
Due 2007 (the "Senior Notes"). Under the governing indenture, a failure to make
a scheduled interest payment for 30 days gives the holders of the Senior Notes
the right to accelerate the unpaid principal of the Senior Notes. Such a failure
also gives the trustee of the Senior Notes the ability to take certain actions
and to exercise certain remedies on behalf of the Senior Note holders. Keystone
received various consents from holders representing more than 75% of the
principal amount of the Senior Notes in which the Senior Note holders agreed to
defer exercising their right to accelerate the payment of the Senior Notes
pursuant to the acceleration provisions of the Senior Note indenture for
specified periods of time, and agreed to not direct the trustee of the Senior
Notes to take any action or exercise any remedy available to the trustee as a
result of Keystone's failure to make the interest payment. In addition,
Keystone's primary working capital lender agreed to forbear remedies available
to it solely as a result of Keystone's failure to make the interest payments on
the Senior Notes.
Keystone's board of directors authorized the management of Keystone, with the
assistance of its financial advisors, to pursue discussions with creditors of
Keystone, including holders of the Senior Notes, to facilitate the development
and implementation of a consensual, out-of-court restructuring for certain of
Keystone's obligations. To date, Keystone has completed the following elements
of its restructuring plan:
o Holders representing $93,850,000 principal amount of the Senior Notes
have exchanged their Senior Notes for cash and/or new debt or equity
securities of Keystone,
o Keystone executed agreements with certain key vendors to provide for
the long-term repayment of their existing past-due trade obligations,
and
o Documents related to $10 million of new, interest-free subordinated
borrowings for Keystone from the County of Peoria, Illinois have been
executed, and the funds are being held in escrow by a bank in Peoria
pending completion of certain other documents.
As part of its restructuring plan, Keystone is still working on obtaining (i) an
extension of its primary working capital credit facility through December 31,
2004 and (ii) new term loan financing from the same lender.
All of these efforts by Keystone to develop and implement a consensual,
out-of-court restructuring for certain of its obligations have consumed scarce
accounting and financial resources, causing the delay in assembling the
information required to prepare, and be included in, the Annual Report for
filing.
373431
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Notification of Late Filing
Notification of Late Filing (10K)
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{DOCUMENT}
{TYPE}NT 10-Q
{SEQUENCE}1
{FILENAME}kci12b3q.txt
{DESCRIPTION}KCI NOTIFICATION OF LATE FILING
{TEXT}
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Keystone Consolidated Industries, Inc.
SEC FILE NUMBER: 1-3919
CUSIP NUMBER: 493422109
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR
For Period Ended: September 30, 2001
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: Not applicable
{PAGE}
PART I - REGISTRANT INFORMATION
Full Name of Registrant: Keystone Consolidated Industries, Inc. ("Keystone")
Former Name if Applicable: Not Applicable
Address of Principal Executive Office:
5430 LBJ Freeway, Suite 1740
Three Lincoln Centre, Dallas, Texas 75240-2697
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed.
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, or portion thereof, will be filed
on or before the fifth calendar day following the prescribed due
date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached, if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed period:
Keystone has been unable to complete the preparation of its Quarterly Report on
Form 10-Q for the quarter ended September 30, 2001 ("Quarterly Report") due to
delays in assembling the information required to prepare, and be included in,
the Quarterly Report. As previously disclosed, despite efforts to improve
operating results through improved operating efficiencies, medical cost-sharing
arrangements and other initiatives, the prolonged downturn in the steel industry
continues to adversely affect Keystone's liquidity and capital resources.
Consequently, Keystone did not make the interest payment due August 1, 2001 on
its 9 5/8% Senior Secured Notes Due 2007 (the "Senior Notes"). Under the
governing indenture, a failure to make a scheduled interest payment for 30 days
will give the holders of the Senior Notes the right to accelerate the unpaid
principal of the Senior Notes. Such a failure also gives the trustee of the
Senior Notes the ability to take certain actions and to exercise certain
remedies on behalf of the Senior Note holders. Keystone has received consents
from holders representing more than 75% of the principal amount of the Senior
Notes in which the Senior Note holders agreed to defer exercising their right to
accelerate the payment of the Senior Notes pursuant to the acceleration
provisions of the Senior Note indenture until December 7, 2001, and agreed to
not direct the trustee of the Senior Notes through such date to take any action
or exercise any remedy available to the trustee as a result of Keystone's
failure to make the interest payment. Keystone has received an agreement from
its primary working capital lender to forbear remedies available to it solely as
a result of Keystone's failure to make the August 1, 2001 interest payment on
the Senior Notes. Keystone's board of directors has authorized the management of
Keystone, with the assistance of its financial advisors, to pursue discussions
with creditors of Keystone, including holders of the Senior Notes, to facilitate
the development of a consensual restructuring plan for Keystone.
The efforts by Keystone to obtain the consents from holders of its Senior Notes
and to obtain the forebearance of its revolving credit lender, as well as the
discussions by Keystone's management with its financial advisors and certain
creditors regarding possible restructuring alternatives, have consumed scarce
accounting and financial resources, causing the delay in assembling the
information required to prepare, and be included in, the Quarterly Report for
filing.
{PAGE}
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Bert E. Downing, Jr., Vice President and Corporate Controller.
972-450-4293.
373433
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