KEYSTONE CONSOLIDATED INDUSTRIES INC
10-Q, 1995-11-07
STEEL WORKS, BLAST FURNACES & ROLLING MILLS (COKE OVENS)
Previous: JAYARK CORP, 10-Q/A, 1995-11-07
Next: MCDONALDS CORP, 424B3, 1995-11-07






                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-Q


 X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ---

     EXCHANGE ACT OF 1934

For the quarter ended September 30, 1995
                      ------------------


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          (I.R.S. Employer Identification No.)
 incorporation or organization)


 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:        (214) 458-0028
                                                    --------------------------


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
                        -----                   -----


Number of shares of common stock outstanding at November 2, 1995:  5,636,507
                                                                   ---------



                     KEYSTONE CONSOLIDATED INDUSTRIES, INC.
                                AND SUBSIDIARIES

                                     INDEX
                                     -----



                                                                       Page
                                                                      number
                                                                      ------


PART I.     FINANCIAL INFORMATION

  Item 1.       Financial Statements

            Consolidated Balance Sheets - December 31, 1994
             and September 30, 1995                                     3-4

            Consolidated Statements of Operations - Three months
             and nine months ended September 30, 1994 and 1995 5

            Consolidated Statements of Cash Flows - Nine months
             ended September 30, 1994 and 1995                            6

            Consolidated Statement of Stockholders' Deficit - Nine
             months ended September 30, 1994                              7

            Notes to Consolidated Financial Statements                 8-10

  Item 2.       Management's Discussion and Analysis of Financial
             Condition and Results of Operations                      11-14


PART II.    OTHER INFORMATION

  Item 1.       Legal Proceedings                                        15

  Item 6.       Exhibits and Reports on Form 8-K                         15


                     KEYSTONE CONSOLIDATED INDUSTRIES, INC.
                                AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                                 (In thousands)
<TABLE>
<CAPTION>

                                         December 31,   SEPTEMBER 30,
              ASSETS                         1994           1995
                                         ------------   -------------

<S>                                       <C>           <C>
Current assets:
  Notes and accounts receivable           $ 41,915      $ 40,962
  Inventories                               35,861        32,823
  Deferred income taxes                      4,552         3,407
  Prepaid expenses and other                 2,057         1,666
                                          --------      --------


     Total current assets                   84,385        78,858
                                          --------      --------


Property, plant and equipment              231,708       242,608
Less accumulated depreciation              150,561       159,807
                                          --------      --------


     Net property, plant and equipment      81,147        82,801
                                          --------      --------


Other assets:
  Unrecognized pension obligation           10,247         8,882
  Deferred income taxes                     23,783        15,236
  Notes receivable                           1,397           436
  Other                                      4,642         6,081
                                          --------      --------


     Total other assets                     40,069        30,635
                                          --------      --------


                                          $205,601      $192,294
                                          ========      ========


</TABLE>





                     KEYSTONE CONSOLIDATED INDUSTRIES, INC.
                                AND SUBSIDIARIES

                    CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                 (In thousands)
<TABLE>
<CAPTION>

                                            December 31, SEPTEMBER 30,
   LIABILITIES AND STOCKHOLDERS' DEFICIT        1994         1995
                                            ------------ -------------

<S>                                         <C>          <C>
Current liabilities:
  Notes payable and current long-term debt  $ 10,714     $ 23,654
  Accounts payable                            28,418       20,168
  Accounts payable to affiliates                 191         -
  Accrued pension cost                        13,735        9,836
  Accrued OPEB cost                            6,825        7,883
  Other accrued liabilities                   21,973       21,888
                                            --------     --------


     Total current liabilities                81,856       83,429
                                            --------     --------


Noncurrent liabilities:
  Long-term debt                              15,340       12,057
  Accrued pension cost                        40,470       11,621
  Accrued OPEB cost                           98,310       97,601
  Other                                       10,204        9,784
                                            --------     --------


     Total noncurrent liabilities            164,324      131,063
                                            --------     --------


Stockholders' deficit:
  Common stock                                 6,313        6,362
  Additional paid-in capital                  19,393       20,013
  Accumulated deficit                        (32,486)     (28,596)
  Net pension liabilities adjustment         (33,787)     (19,965)
  Treasury stock, at cost                        (12)         (12)
                                            --------     --------


     Total stockholders' deficit             (40,579)     (22,198)
                                            --------     --------


                                            $205,601     $192,294
                                            ========     ========

</TABLE>





                     KEYSTONE CONSOLIDATED INDUSTRIES, INC.
                                AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                     (In thousands, except per share data)
<TABLE>
<CAPTION>
                                   Three months ended   Nine months ended
                                      September 30,       September 30,
                                   ------------------  -------------------

                                     1994       1995     1994       1995
                                     ----       ----     ----       ----

<S>                                <C>       <C>      <C>      <C>
Revenues and other income:
  Net sales                        $87,571   $82,921  $277,700 $269,171
  Other                                  7        37       134      361
                                   -------   -------  -------- --------

                                    87,578    82,958   277,834  269,532
                                   -------   -------  -------- --------


Costs and expenses:
  Cost of goods sold               78,939     76,382  249,816   243,886
  Selling, general and
   administrative                   5,342      4,435   16,990    16,695
  Interest - notes payable and
   long-term debt                     724        886    2,091     2,520
  Interest credit related to
   excise tax                         -         -       (3,853)    -
                                   -------   -------  -------- --------

                                    85,005    81,703   265,044  263,101
                                   -------   -------  -------- --------


      Income before income taxes    2,573      1,255   12,790     6,431

Provision for income taxes           1,016       496     4,986    2,541
                                   -------   -------  -------- --------


      Net income                   $ 1,557   $   759  $  7,804 $  3,890
                                   =======   =======  ======== ========


Income per common and common
 equivalent share                  $   .28   $    .14 $   1.39 $    .69
                                   =======   ======== ======== ========

Weighted average common and common
 equivalent shares outstanding       5,626     5,661     5,596    5,654
                                   =======   =======  ======== ========

</TABLE>





                     KEYSTONE CONSOLIDATED INDUSTRIES, INC.
                                AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
<TABLE>
<CAPTION>
                                                       Nine months ended
                                                          September 30,
                                                      -----------------

                                                        1994       1995
                                                        ----       ----

<S>                                                  <C>       <C>
Cash flows from operating activities:
  Net income                                          $ 7,804  $  3,890
  Depreciation                                          9,550     9,689
  Deferred income taxes                                 3,673       855
  Other, net                                            1,404       301
  Change in assets and liabilities:
    Notes and accounts receivable                      (6,678)      958
    Inventories                                           601     3,038
    Accounts payable                                    3,875    (8,441)
    Accrued pension cost                               (8,065)   (8,724)
    Accrued excise tax and related interest            (5,054)   (1,033)
    Other, net                                            887     1,108
                                                      -------  --------


     Net cash provided by operating activities          7,997     1,641
                                                      -------  --------


Cash flows from investing activities:
  Capital expenditures                                 (8,876)  (11,951)
  Proceeds from disposition of property and equipment       6       651
                                                      -------  --------


      Net cash used by investing activities            (8,870)  (11,300)
                                                      -------  --------


Cash flows from financing activities:
  Revolving credit facility, net                        3,147    12,940
  Other notes payable and long-term debt:
    Additions                                             200        81
    Principal payments                                 (3,090)   (3,364)
  Common stock issued, net                                616         2
                                                      -------  --------


      Net cash provided by financing activities           873     9,659
                                                      -------  --------


Net change in cash and cash equivalents                  -         -

Cash and cash equivalents, beginning of period           -         -
                                                      -------  --------


Cash and cash equivalents, end of period              $  -     $   -
                                                      =======  ========

Supplemental disclosures:
  Cash paid for:
    Interest, net of amount capitalized               $ 2,199  $  2,826
    Income taxes                                        1,593     1,181
  Stock contributed to employee benefit plan          $   622  $    597
</TABLE>
                     KEYSTONE CONSOLIDATED INDUSTRIES, INC.
                                AND SUBSIDIARIES

                CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                      Nine months ended September 30, 1995

                                 (In thousands)
<TABLE>
<CAPTION>
                                         Additional
                                 Common   paid-in   Accumulated
                                  stock   capital     deficit
                                 ------  ---------  -----------

<S>                              <C>     <C>        <C>
Balance at
 December 31, 1994                $6,313 $19,393    $(32,486)

Net income                          -       -          3,890

Issuance of common
 stock                                49     620        -

Pension adjustment                  -       -           -
                                  ------ -------    --------


Balance at
 September 30, 1995               $6,362 $20,013    $(28,596)
                                  ====== =======    ========

</TABLE>

<TABLE>
<CAPTION>
                           Net pension                Total
                           liabilities  Treasury  stockholders'
                           adjustment     stock      deficit
                           -----------  --------  -------------

<S>                        <C>           <C>       <C>
Balance at
 December 31, 1994         $(33,787)     $ (12)    $(40,579)

Net income                     -           -          3,890

Issuance of common
 stock                         -           -            669

Pension adjustment           13,822        -         13,822
                           --------      -----     --------


Balance at
 September 30, 1995        $(19,965)     $ (12)    $(22,198)
                           ========      =====     ========

</TABLE>

             KEYSTONE CONSOLIDATED INDUSTRIES, INC.
                        AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Organization and basis of presentation:

    Keystone Consolidated Industries, Inc. (the "Company") is a majority-owned
subsidiary of Contran Corporation ("Contran").  At September 30, 1995 Contran
held, directly or indirectly, approximately 68% of the Company's outstanding
common stock.

    The consolidated balance sheet at December 31, 1994 has been condensed from
the Company's audited consolidated financial statements at that date.  The
consolidated balance sheet at September 30, 1995 and the consolidated statements
of operations and cash flows for the interim periods ended September 30, 1994
and 1995, and the consolidated statement of stockholders' deficit for the
interim period ended September 30, 1995 have been prepared by the Company
without audit.  In the opinion of management, all adjustments necessary to
present fairly the consolidated financial position, results of operations and
cash flows have been made.  However, it should be understood that accounting
measurements at interim dates may be less precise than at year end.  The results
of operations for the interim periods are not necessarily indicative of the
operating results for a full year or of future operations.

    Certain information normally included in financial statements prepared in
accordance with generally accepted accounting principles has been condensed or
omitted.  The accompanying consolidated financial statements should be read in
conjunction with the consolidated financial statements included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1994 (the "Annual
Report").

Note 2 - Inventories:

    Inventories are stated at the lower of cost or market.  The last-in, first-
out ("LIFO") method is used to determine the cost of approximately three-fourths
of total inventories and the first-in, first-out or average cost methods are
used to determine the cost of other inventories.
<TABLE>
<CAPTION>


                                         December 31,  SEPTEMBER 30,
                                             1994          1995
                                         ------------  -------------

                                               (In thousands)
<S>                                      <C>            <C>
Raw materials                            $12,672        $11,307
Work in process                            8,086         13,539
Finished products                         14,501          8,108
Supplies                                  14,407         13,674
                                         -------        -------

                                          49,666         46,628
Less LIFO reserve                         13,805         13,805
                                         -------        -------


                                         $35,861        $32,823
                                         =======        =======

</TABLE>

Note 3 - Notes payable and long-term debt:
<TABLE>
<CAPTION>
                                         December 31,  SEPTEMBER 30,
                                             1994          1995
                                         ------------  -------------

                                               (In thousands)
<S>                                      <C>            <C>
Commercial credit agreements:
  Revolving credit facility              $ 6,531        $19,471
  Term loan                               16,382         13,883
Other                                      3,141          2,357
                                         -------        -------

                                          26,054         35,711
  Less current maturities                 10,714         23,654
                                         -------        -------


                                         $15,340        $12,057
                                         =======        =======

</TABLE>


    The Company's $35 million revolving credit facility matures December 31,
1996, is collateralized primarily by the Company's trade receivables and
inventories, and bears interest at the prime rate plus 1.5% (an effective rate
of 10.25% at September 30, 1995).  The amount of available borrowings is based
on formula-determined amounts of trade receivables and inventories, less the
amount of outstanding letters of credit.  Additional borrowings available were
$15.2 million at September 30, 1995.  The Company's daily cash receipts are
required to be used to reduce the outstanding borrowings, which results in the
Company maintaining zero cash balances.

    The Company's term loan bears interest at the prime rate plus 1% and is due
in installments through December 31, 1996.  The loan is collateralized by the
Company's property, plant and equipment, and has cross default provisions
relating to the revolving credit facility.

    The credit agreements contain restrictive covenants including a prohibition
against the payment of dividends without lender consent and certain minimum
working capital and net worth requirements.

Note 4 - Income taxes:

     The difference between the provision for income taxes and the amounts that
would be expected using the U.S. federal statutory income tax rate is primarily
related to state income taxes.

     The net deferred tax asset at each of December 31, 1994 and September 30,
1995 is net of a $30 million valuation allowance.  There was no change in the
valuation allowance during the first nine months of 1994 or 1995.
Note 5 - Pension plans:

    Variances from actuarial assumptions, including the rate of return on
pension plan assets and discount rate, will result in increases or decreases in
accrued pension costs, deferred taxes, stockholders' deficit, pension expense
and funding requirements in future periods.

    During the early 1980's the Company received permission from the Internal
Revenue Service (the "IRS") to defer certain annual pension plan contributions.
At September 30, 1995, the remaining balance of such deferred contributions was
approximately $8.7 million. Such deferred amounts, with interest, are payable to
the plans through 2000 and are collateralized by a lien on all of the Company's
assets.

Note 6 - Excise tax settlement:

     As discussed in the Annual Report, the Company satisfied a portion of its
1983 and 1984 funding obligations to the Keystone Master Pension Trust (the
"Keystone Trust") with contributions of certain real property that the IRS
contended were prohibited transactions.  In May 1993, the U.S. Supreme Court
reversed lower court decisions favorable to the Company and ruled the
contributions were prohibited transactions.  The case was remanded to the Tax
Court to determine the amount due.  During 1993, the Company accrued
$7.1 million for the estimated cost of the 5% excise taxes and related interest
and, to avoid a second tier excise tax, made a "correction" payment of $2.3
million to its pension plans.

     In June 1994, the Company and the IRS entered into a Closing Agreement
which was approved by the Tax Court in July 1994.  Pursuant to the terms of the
Closing Agreement, the Company made an additional "correction" payment of
approximately $3.3 million to its pension plans, and agreed to pay $3.1 million
in excise tax and accrued interest over a two-year period  beginning in June
1994.  As a result, 1994 earnings include a $4 million reduction in previously
accrued expenses related to this matter.

Note 7 - Contingencies:

     Environmental matters.  As discussed in the Annual Report, the Company is
involved in the closure of inactive waste disposal units at its facility in
Peoria, Illinois.  In addition, the Company is subject to federal and state
"Superfund" legislation at three sites involving cleanup of landfills and
disposal facilities which allegedly received hazardous substances generated by
discontinued operations of the Company.  The Company has accrued its estimated
costs related to these issues.  The Company believes its comprehensive general
liability insurance policies provide indemnification for certain costs the
Company incurs at the "Superfund" sites and has recorded receivables for the
estimated insurance recoveries.  There was no significant change in the status
of these environmental matters during the first nine months of 1995.

     As previously discussed in the Annual Report, the Company has also been
involved in the disposal of a quantity of radioactive arc dust and completed
shipping the remaining contaminated dust to a licensed waste disposal facility
during the third quarter of 1995.  The disposal facility has represented that
treatment and disposal was completed in October 1995.

    Other litigation.  The Company is engaged in various legal proceedings
incidental to its normal business activities.  In the opinion of the Company,
none of such proceedings are material in relation to the Company's consolidated
financial position, results of operations or liquidity.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
- ------------------------------------------------------------------------------


RESULTS OF OPERATIONS:

    The Company's principal operations are the manufacture and sale of carbon
steel rod, wire and wire products for agricultural, industrial, construction,
commercial, original equipment manufacturers and retail consumer markets.
Historically, the Company has experienced greater sales and profits during the
first half of the year due to the seasonality of sales in principal wire
products markets, including the agricultural and construction markets.

    During the first nine months of 1995, billet production at the Company's
steel mill in Peoria, Illinois of 481,000 tons declined 2% from production in
the comparable 1994 period.  This decline in billet production was primarily a
result of down-time associated with equipment repairs and electrical power
refusals and interruptions. The Company purchases electrical energy from a
regulated utility under an interruptible service contract which provides for
more economical electricity rates but allows the utility to refuse or interrupt
power during periods of peak demand.

    As the Company's billet production capacity is less than its rod production
capacity, the Company periodically purchases billets from other manufacturers to
increase the utilization of its Peoria rod mill and thus assure the Company's
ability to meet customers' orders.  The decision to purchase billets depends on
billet prices, product demand and other market conditions.  During the first
nine months of 1995 the Company purchased 56,000 tons of billets compared to
71,000 tons purchased in the first nine months of 1994.  Due to lower than
planned short-term sales forecasts, the Company currently does not anticipate
purchasing billets during the remainder of 1995 whereas 24,000 tons were
purchased during the last quarter of 1994.  As a result of lower billet
production and purchases as well as power refusals and interruptions, Peoria rod
production of 499,000 tons during the first nine months of 1995 was down 6% from
the comparable 1994 period.

    Net sales for the third quarter of 1995 decreased $4.7 million, or 5%, from
the 1994 quarter as an 8% decline in tons sold more than offset a 3% increase in
average selling prices.  Tons of rod sold decreased 4% (72,000 tons compared to
75,000 tons), while tons of wire and wire products sold were down 11% (97,000
tons compared to 109,000 tons). Wire and wire products selling prices during the
third quarter of 1995 were approximately 4% higher than the selling prices
during the same quarter in 1994, while rod selling prices increased 5%.

    Similarly, net sales for the first nine months of 1995 were $8.5 million, or
3% lower than in 1994. Tons of rod sold decreased 7% (211,000 tons compared to
228,000 tons), while tons of wire and wire products sold decreased 5% (318,000
tons compared to 335,000 tons).  Wire and wire products selling prices increased
2% and rod selling prices increased 6% during the first nine months of 1995 as
compared to the first nine months of 1994.

    The Company believes the 6% decline in total sales tonnage during the first
three quarters of 1995 and a 35% year-to-year decline in order backlog as of
September 30, 1995 is a result of several factors, including customers reducing
their inventory levels, increased rod imports and lower market share due to the
Company's announced wire sales price increase for April orders. The Company
rescinded the April price increase, which was not widely followed in the
industry and met with customer resistance, and consequently has begun to regain
lost market share.  However, the Company is currently forecasting that revenues
for the fourth quarter of 1995 will be approximately 6% lower than the 1994
fourth quarter.

    Gross profit was $6.5 million for the third quarter of 1995, down $2.1
million from the comparable 1994 period, as margins declined to 7.9% from 9.9%.
This decline is primarily the result of higher selling prices being more than
offset by higher costs for scrap steel, the Company's primary raw material, and
increased rod conversion costs caused, in part, by down-time associated with the
electrical power refusals and interruptions and caster equipment repairs.
Similarly, gross profit of $25.3 million for the first nine months of 1995 was
down $2.6 million as year-to-date gross profit margins decreased to 9.4% from
10%.

    Scrap steel prices were approximately 9% and 1% higher during the third
quarter and first nine months, respectively, of 1995 as compared to the same
1994 periods.  Scrap steel costs are currently expected to approximate current
levels during the last quarter of 1995.

    Selling, general and administrative expenses, as a percentage of net sales,
declined to 5% in the third quarter of 1995 as compared to 6% in the comparable
1994 period primarily as a result of lower expenses related to environmental
issues and the Company's information systems project at its Peoria facility.
Selling, general and administrative expenses for the first nine months, as a
percentage of net sales, were comparable between the 1995 and 1994 periods.
Interest expense increased in the 1995 periods due to higher interest rates and
increased borrowings under the Company's revolving credit facility.

LIQUIDITY AND CAPITAL RESOURCES:

    The Company's cash flows from operating activities are affected by the
seasonality of its business as sales of certain products used in the
agricultural and construction industries are typically highest during the second
quarter and lowest during the fourth quarter of each year.  These seasonal
fluctuations, as well as the normal December shutdown for maintenance and
repairs at the Company's Peoria facility impact the timing of production, sales
and purchases.

    At September 30, 1995, the Company had a working capital deficit of $4.6
million.  Notes payable and current long-term debt, deductions in the
computation of working capital, aggregated $23.7 million at September 30, 1995,
and included outstanding borrowings of $19.5 million under the Company's $35
million revolving credit facility.  The amount of available borrowings is based
on formula-determined amounts of trade receivables and inventories, less the
amount of outstanding letters of credit, and additional borrowings available at
September 30, 1995 amounted to $11 million. The Company's daily cash receipts
are required to be used to reduce the outstanding borrowings, which results in
the Company maintaining zero cash balances.  Borrowings under the revolving
credit facility mature December 31, 1996.

    In September 1995, the Company had reduced purchases of raw materials and
capital expenditures as compared to December 1994, which resulted in lower
accounts payable balances at September 30, 1995.

    Pension contributions and capital expenditures for the first nine months of
1995 amounted to $15.4 million and $12 million, respectively, and are currently
estimated to be approximately $18.7 million and $17 million, respectively, for
the full year.

    Variances from actuarial assumptions, including the rate of return on
pension plan assets and discount rate, will result in increases or decreases in
accrued pension costs, deferred taxes, stockholders' deficit, pension expense
and funding requirements in future periods.  During the first nine months of
1995, the Company's pension plans had an investment return of approximately 32%
(an annual rate of approximately 43%). This rate of return is significantly in
excess of the actuarially assumed annual rate of return of 10% and, as a result,
significantly reduced the Company's pension liability and pension liabilities
adjustment component of stockholders' deficit at September 30, 1995.  The
Company's pension plans' assets are invested primarily in a collective
investment trust (the `Collective Trust'') for Contran and its affiliates.
Approximately one-fourth of the Collective Trust's assets relate to a single
security, which had increased in value by approximately 60% since December 31,
1994 and, as such, was a significant factor in the 32% overall return for the
first nine months of 1995.  As of November 2, 1995, the market price of this
security had declined from its September 30, 1995 value to approximately 26%
above its year-end 1994 value.

    The Company evaluates the discount rate used in valuing both its pension and
OPEB liabilities and adjusts the rate annually, if appropriate.  In view of
current interest rate levels, the current discount rate of 8.5% will likely be
reduced, effective December 31, 1995, to approximately 7.5%.  Each one percent
reduction in the discount rate will increase the accumulated pension benefit
obligation by approximately $15 million and the accumulated OPEB obligation by
approximately $8 million.

    The seasonality of the Company's business and the uncertainty of the future
trend in selling prices and scrap costs causes the Company to be cautious about
the forecasted results of operations of the 1995 fourth quarter, typically the
lowest volume quarter. Management has budgeted profitable results of operations
for 1996 with sufficient cash flows from operations and financing activities to
meet its anticipated operating needs.  This budget is based upon management's
assessment of various financial and operational factors including, but not
limited to, assumptions relating to product shipments, product mix and selling
prices; rod imports; production schedules; productivity rates; raw materials,
electricity, labor, employee benefit and other fixed and variable costs; working
capital requirements; interest rates; repayments of long-term debt; capital
expenditures; and available borrowings under the Company's revolving credit
facility.  However, potential liabilities under environmental laws and
regulations with respect to the disposal and clean-up of wastes beyond present
accruals, any significant increases in the required minimum fundings to the
Company's pension funds or in the cost of providing medical coverage to active
and retired employees, could have a material adverse affect on the future
liquidity, financial condition or results of operations of the Company.
Additionally, any significant decline in the Company's markets or market share,
any inability to maintain satisfactory billet and rod production levels, or any
other unanticipated costs, if significant, could result in a need for funds
greater than the Company currently has available.  There can be no assurance the
Company would be able to obtain an adequate amount of additional financing.
PART II.

ITEM 1. Legal Proceedings
        -----------------

    Reference is made to disclosure provided under the caption "Current
litigation" in Note 13 to the Consolidated Financial Statements included in the
Annual Report.

    Note 7 to the Consolidated Financial Statements is incorporated herein by
reference.

ITEM 6. Exhibits and Reports on Form 8-K.
        --------------------------------


(a) The following exhibit is included herein:

    27.1  Financial Data Schedule for the nine month period ended
            September 30, 1995.

(b) Reports on Form 8-K filed during the quarter ended September 30, 1995:

    None.


                              S I G N A T U R E S



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 thereunto duly authorized.


                               Keystone Consolidated Industries, Inc.
                               --------------------------------------

                                        (Registrant)


Date:  November 7, 1995        By /s/Harold M. Curdy
                                 -------------------------------------

                                 Harold M. Curdy
                                 Vice President - Finance/Treasurer
                                 (Principal Financial Officer)


Date:  November 7, 1995        By /s/Bert E. Downing, Jr.
                                 -------------------------------------

                                 Bert E. Downing, Jr.
                                 Corporate Controller
                                 (Principal Accounting Officer)


                      S I G N A T U R E S



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 thereunto duly authorized.

                               Keystone Consolidated Industries, Inc.
                               --------------------------------------

                                       (Registrant)


Date:  November 7, 1995        By
                                  -----------------------------------
                                  Harold M. Curdy
                                  Vice President - Finance/Treasurer
                                  (Principal Financial Officer)



Date:  November 7, 1995        By
                                  -----------------------------------
                                  Bert E. Downing, Jr.
                                  Corporate Controller
                                  (Principal Accounting Officer)


10q995A


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM KEYSTONE
CONSOLIDATED INDUSTRIES, INC.'S CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH CONSOLIDATED FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                               0
<SECURITIES>                                         0
<RECEIVABLES>                                   41,510
<ALLOWANCES>                                       548
<INVENTORY>                                     32,823
<CURRENT-ASSETS>                                 5,073
<PP&E>                                         242,608
<DEPRECIATION>                                 159,807
<TOTAL-ASSETS>                                 192,294
<CURRENT-LIABILITIES>                           83,429
<BONDS>                                         12,057
<COMMON>                                         6,362
                                0
                                          0
<OTHER-SE>                                    (28,560)
<TOTAL-LIABILITY-AND-EQUITY>                   192,294
<SALES>                                        269,171
<TOTAL-REVENUES>                               269,532
<CGS>                                          243,886
<TOTAL-COSTS>                                  243,886
<OTHER-EXPENSES>                                16,700
<LOSS-PROVISION>                                   (5)
<INTEREST-EXPENSE>                               2,520
<INCOME-PRETAX>                                  6,431
<INCOME-TAX>                                     2,541
<INCOME-CONTINUING>                              3,890
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     3,890
<EPS-PRIMARY>                                      .69
<EPS-DILUTED>                                      .69
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission