<PAGE> 1
As filed with the Securities and Exchange Commission on January 29, 1999
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 37-0364250
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Three Lincoln Centre
5430 LBJ Freeway, Suite 1740
Dallas, Texas 75240
(Address, including zip code, of principal executive offices)
KEYSTONE CONSOLIDATED INDUSTRIES, INC. DEFERRED INCENTIVE PLAN
(Full title of the plan)
Ralph P. End, Esq. Robert C. Hussle, Esq.
Keystone Consolidated Industries, Inc. Rogers & Hardin LLP
Three Lincoln Centre 2700 International Tower
5430 LBJ Freeway, Suite 1740 229 Peachtree Street, N.E.
Dallas, Texas 75240 Atlanta, Georgia 30303
(972) 458-0028 (404) 522-4700
(Names, addresses, including zip codes, and telephone numbers, including area
codes, of agents for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered(2) Offering Price Per Share Aggregate Offering Registration Fee
Price
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $1.00
per share (1) 100,000 $8.50 $850,000(3) $236
=========================================================================================================================
</TABLE>
(1) Issuable pursuant to the Keystone Consolidated Industries,
Inc. Deferred Incentive Plan, as amended (the "Plan").
(2) This registration statement also relates to an indeterminate
number of additional shares of Common Stock that may become
issuable pursuant to anti-dilution and adjustment provisions
of the Plan. In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, as amended, this registration
statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Plan.
(3) Pursuant to Rule 457(c) and (h) under the Securities Act of
1933, as amended, and solely for the purpose of calculating
the applicable registration fee, the proposed maximum
offering price per share has been estimated at $8.50, which
amount represents the average of the high and low sales
prices of the Company's common stock quoted on the New York
Stock Exchange, Inc. Composite Tape on January 25, 1999.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and
Exchange Commission (the "Commission") by the Registrant or the Plan are
incorporated by reference in this Registration Statement:
(i) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997 (File Number, 1-3919);
(ii) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1998, June 30, 1998 and September 30, 1998;
(iii) The Registrant's Current Report on Form 8-K filed on January
16, 1998; and
(iv) The Registrant's Registration Statement on Form 8-A filed on
April 29, 1968.
All documents subsequently filed by the Registrant or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all the shares of Common Stock offered hereby have been sold or which
deregisters all of such shares then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 145 of the Delaware General Corporation Law ("DGCL") provides
that, to the extent a director, officer, employee or agent of a corporation has
been successful on the merits or otherwise in defense of any action, suit or
proceeding, whether civil, criminal, administrative or investigative or in
defense of any claim, issue, or matter therein (hereinafter a "Proceeding"), by
reason of the fact that he is or was a director, officer, employee or agent of
a corporation or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise (collectively an "Agent"
of the corporation), he shall be indemnified against expenses (including
attorney's fees) actually and reasonably incurred by him in connection
therewith.
Section 145 also provides that a corporation may indemnify any person
who was or is a party or is threatened to be made a party to any threatened
Proceeding by reason of the fact that he is or was an Agent of the corporation,
against expenses (including attorney's fees), judgment, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interest of
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the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful; provided, however, that
in an action by or in the right of the corporation, the corporation may not
indemnify such person in respect of any claim, issue, or matter as to which he
is adjudged to be liable to the corporation unless, and only to the extent
that, the Court of Chancery or the court in which such proceeding was brought
determined that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is reasonably entitled in indemnity.
Article V of the Bylaws of Registrant provides with respect to the
indemnification of directors and officers that the Registrant shall indemnify
to the same extent currently permitted by Section 145 of the DGCL, each person
that such Section grants the Registrant power to indemnify. Article Eleventh of
the Certificate of Incorporation of the Registrant provides that no director
shall be personally liable to the corporation or any of its stockholders for
monetary damages for breach of fiduciary duty as a director, except with
respect to (1) a breach of the director's duty of loyalty to the corporation
its stockholders, (2) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) liability under
Section 174 of the DGCL, or (4) a transaction from which the director derived
an improper personal benefit. Article Eleventh further provides that the
liability of the corporation's directors to the corporation or its stockholders
will be limited to the fullest extent permitted by Section 102(b)(7) of the
DGCL, as amended from time to time.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Registrant pursuant to the foregoing provisions, the Registrant has been
informed that, in the opinion of the Commission, such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits to this Registration Statement are listed on the Exhibit
Index included elsewhere herein.
The undersigned Registrant hereby undertakes that it will submit or
has submitted the Plan and any amendment thereto to the Internal Revenue
Service ("IRS") in a timely manner and has made or will make all changes
required by the IRS in order to qualify the Plan under Section 401 of the
Internal Revenue Code of 1986, as amended.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement.
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement
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or any material change to such information
in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered
therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove registration by means of a post-effective
amendment any of the securities being registered
which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Registrant's Annual Report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the
provisions described in Item 6, or otherwise, the Registrant
has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses
incurred or paid by a director, officer of controlling person
of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy
as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended
(the "Securities Act"), the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in Dallas, Texas, on this 29th day of
January, 1999.
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
By: /s/ Robert W. Singer
--------------------------------------
Robert W. Singer
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
We, the undersigned officers and directors of Keystone Consolidated
Industries, Inc., hereby severally constitute and appoint Robert W. Singer,
Ralph P. End and Harold M. Curdy, and each of them, with full power of
substitution, our true and lawful attorneys and agents, to execute in our names
and on our behalf in the capacities indicated below, any and all amendments
(including, without limitation, post-effective amendments) to this Registration
Statement and any and all other instruments which such attorneys and agents, or
any one of them, deem necessary or advisable to enable Keystone Consolidated
Industries, Inc. to comply with the Securities Act, the rules, regulations and
requirements of the Securities Act in respect thereof, and the securities laws
of any state or other political subdivision or jurisdiction; and the
undersigned officers and directors do hereby severally ratify and confirm as
our own acts and deeds all that such attorneys and agents, and each of them,
shall do or cause to be done by virtue hereof. Any one of such attorneys and
agents shall have, and may exercise, all of the powers hereby conferred.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Glenn R. Simmons Chairman of the Board January 29, 1999
- ---------------------------- and Director
Glenn R. Simmons
/s/ J. Walter Tucker, Jr. Vice Chairman of the Board January 29, 1999
- ---------------------------- and Director
J. Walter Tucker, Jr.
/s/ Robert W. Singer
- ---------------------------- President, Chief Executive January 29, 1999
Robert W. Singer Officer and Director
(Principal Executive Officer)
/s/ Harold M. Curdy Vice President-- Finance January 29, 1999
- ---------------------------- and Treasurer (Principal
Harold M. Curdy Financial Officer)
/s/ Bert E. Downing, Jr.
- ---------------------------- Corporate Controller January 29, 1999
Bert E. Downing, Jr. (Principal Accounting
Officer)
/s/ Thomas E. Barry
- ---------------------------- Director January 29, 1999
Thomas E. Barry
/s/ Paul M. Bass, Jr.
- ---------------------------- Director January 29, 1999
Paul M. Bass, Jr.
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ David E. Connor
- ---------------------------- Director January 29, 1999
David E. Connor
/s/ William P. Lyons
- ---------------------------- Director January 29, 1999
William P. Lyons
/s/ William Spier
- ---------------------------- Director January 29, 1999
William Spier
</TABLE>
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Keystone Consolidated Industries, Inc. Deferred Incentive Plan
Pursuant to the requirements of the Securities Act, the administrators of
the Keystone Consolidated Industries, Inc. Deferred Incentive Plan have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on this 29th day of January, 1999.
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
DEFERRED INCENTIVE PLAN
By: /s/ Bert E. Downing, Jr.
--------------------------------------
Bert E. Downing, Jr.,
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of January 29, 1999.
Members of the Committee Administering the Plan
*
- --------------------------------------
Bert E. Downing, Jr.
*
- --------------------------------------
Ralph P. End
*
- --------------------------------------
Vic Stirnaman
*By: /s/ Bert E. Downing, Jr.
----------------------------------
Bert E. Downing, Jr.,
Attorney-in-Fact
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<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
5.1 Opinion of Rogers & Hardin LLP
23.1 Consent of Rogers & Hardin LLP (contained in Exhibit 5.1
hereto)
23.2 Consent of PricewaterhouseCoopers LLP, independent public
accountants, with respect to financial statements of Keystone
Consolidated Industries, Inc.
23.3 Consent of Deloitte & Touche, LLP, independent auditors, with
respect to financial statements of Engineered Wire Products,
Inc.
24.1 Powers of Attorney (included in the Signature Page hereto)
24.2 Powers of Attorney for the Administrative Committee of the
Keystone Consolidated Industries, Inc. Deferred Incentive
Plan
</TABLE>
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<PAGE> 1
EXHIBIT 5.1
January 29, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: KEYSTONE CONSOLIDATED INDUSTRIES, INC.
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to Keystone Consolidated Industries, Inc. (the
"Company") in connection with the filing by the Company of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") registering under the Securities Act of
1933, as amended (the "Act"), interests in the Keystone Consolidated Industries,
Inc. Deferred Incentive Plan (the "Plan"), and up to 100,000 shares of the
common stock, par value $1.00 per share (the "Common Stock"), of the Company
issuable by the Company and offered as an investment option under the Plan. All
such shares of Common Stock are referred to herein as the "Shares".
In giving the opinion hereinafter set forth, we have examined the
minutes of the proceedings of the stockholders and the Board of Directors of the
Company, the Plan and such other agreements, documents, instruments and records
as we deemed necessary or appropriate under the circumstances for us to express
the opinion hereinafter set forth. As to various factual matters that are
material to our opinion, we have relied upon certificates of officers of the
Company and certificates of various public officials. In making the foregoing
examinations, we assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, the conformity to the original
documents of all documents submitted to us as copies, the authority of the
person or persons who executed each of such documents on behalf of any person or
entity other than the Company, the correctness and accuracy of all certificates
of officers of the Company and the correctness and accuracy of all certificates
of various public officials.
<PAGE> 2
Securities and Exchange Commission
January 29, 1999
Page 2
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued in accordance with the Plan, will be validly issued, fully
paid and nonassessable.
Our conclusions are limited to the matters expressly set forth as our
"opinion" in the immediately preceding paragraph, and no opinion is implied or
is to be inferred beyond the matters expressly so stated. Such opinion is given
as of the date hereof, and we expressly decline any undertaking to revise or
update such opinion subsequent to the date hereof or to advise the Commission of
any matter arising subsequent to the date hereof that would cause us to modify,
in whole or in part, such opinion.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
ROGERS & HARDIN
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Keystone Consolidated Industries, Inc. and Subsidiaries on Form S-8 of our
report dated March 2, 1998, on our audits of the consolidated financial
statements and financial statement schedule of Keystone Consolidated
Industries, Inc. and Subsidiaries as of December 31, 1997 and 1996, and for the
years ended December 31, 1997, 1996, and 1995, which report is incorporated by
reference in this Registration Statement on Form S-8.
PricewaterhouseCoopers LLP
Dallas, Texas
January 29, 1999
<PAGE> 1
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Keystone Consolidated Industries, Inc. on Form S-8 of our report on Engineered
Wire Products dated February 28, 1997 (December 23, 1998 as to Note A),
appearing in the Form 8-K of Keystone Consolidated Industries, Inc. dated
January 16, 1998.
DELOITTE & TOUCHE LLP
Dayton, OH
January 26, 1999
<PAGE> 1
EXHIBIT 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Bert E. Downing, Jr. his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-8 of Keystone Consolidated Industries, Inc. to which this
Power of Attorney is attached as an Exhibit, filed with the Securities and
Exchange Commission, and any and all amendments (including post-effective
amendments) thereto, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite or necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
This 29th day of January, 1999.
/s/ Bert E. Downing, Jr.
- --------------------------------------
Bert E. Downing, Jr.
/s/ Ralph P. End
- --------------------------------------
Ralph P. End
/s/ Vic Stirnaman
- --------------------------------------
Vic Stirnaman
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