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, 1999
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
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 New York Stock Exchange
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 March 20, 2000, 10,060,186 shares of common stock were outstanding. The
aggregate market value of the 5,069,713 shares of voting stock held by
nonaffiliates of the Registrant, as of such date, was approximately $24.4
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.
<PAGE>
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, 1999 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, 1999 (filed
as an amendment to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1999).
<PAGE>
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 19, 2000 By: /s/ Harold M. Curdy
Harold M. Curdy
Vice President-Finance/Treasurer
(Principal Financial Officer)
Date: June 19, 2000 By: /s/ Bert E. Downing, Jr.
Bert E. Downing, Jr.
Vice President and Corporate
Controller
(Principal Accounting Officer)
<PAGE>
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, 1999
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
<PAGE>
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, 1998 and 1999...............................................4
Statement of Changes in Net Assets Available for Benefits -
Year ended December 31, 1999.............................................5
Notes to Financial Statements............................................6-9
Supplemental Schedule
Schedule G, Part 3 - Schedule of Nonexempt Transactions -
Year ended December 31, 1999....................................... ......10
Schedule H, Line 4i - Schedule of Assets Held for Investment
Purposes - December 31, 1999..............................................11
Exhibit I - Consent of Independent Accountants..............................12
<PAGE>
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 19, 2000
<PAGE>
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, 1998 and December 31, 1999, and the changes in net assets
available for benefits for the year ended December 31, 1999 in conformity with
accounting principles generally accepted in the United States. 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 audit. We
conducted our audit of these statements in accordance with auditing standards
generally accepted in the United States, 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 audit provides a reasonable basis for the opinion expressed
above.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets Held
For Investment Purposes and Nonexempt Transactions are presented for the purpose
of additional analysis and are not a required part of the basic financial
statements but are 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. These supplemental schedules are the
responsibility of the Plan's management. The supplemental schedules have been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
June 16, 2000
<PAGE>
KEYSTONE CONSOLIDATED INDUSTRIES, INC. DEFERRED INCENTIVE PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1998 and 1999
<TABLE>
<CAPTION>
1998 1999
---- ----
Net assets available for benefits:
<S> <C> <C>
Investments .................................... $38,932,706 $48,484,370
Employer contribution receivable ............... 747,305 803,390
Participant contributions receivable ........... -- 43,038
----------- -----------
$39,680,011 $49,330,798
=========== ===========
</TABLE>
<PAGE>
KEYSTONE CONSOLIDATED INDUSTRIES, INC. DEFERRED INCENTIVE PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 1999
<TABLE>
<CAPTION>
Additions:
Investment income:
<S> <C>
Net appreciation in fair value of investments .......... $ 8,498,100
Interest and dividends ................................. 4,108,063
-----------
12,606,163
Contributions:
Employer ............................................... 803,390
Participants ........................................... 1,258,734
-----------
2,062,124
-----------
Other income ............................................. 469
-----------
Total additions ...................................... 14,668,756
-----------
Deductions:
Benefits to participants ................................. 5,016,496
Administrative expenses .................................. 1,473
----------
Total deductions ..................................... 5,017,969
----------
Net increase in net assets available for benefits .......... 9,650,787
Net assets available for benefits:
December 31, 1998 ........................................ 39,680,011
-----------
December 31, 1999 ........................................ $49,330,798
===========
</TABLE>
<PAGE>
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 non-bargaining
employees of Keystone Consolidated Industries, Inc. ("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 own 50% of Keystone. Substantially all of Contran's outstanding voting
stock is held either by trusts established for the benefit of certain children
and grandchildren of Mr. Simmons, of which Mr. Simmons is sole trustee, or by
Mr. Simmons directly. Keystone may be deemed to be controlled by Contran and Mr.
Simmons.
Financial statement presentation. On September 15, 1999, the American
Institute of Certified Public Accountants issued Statement of Position 99-3,
Accounting for and Reporting of Certain Defined Contribution Plan Investments
and Other Disclosure Matters ("SOP 99-3") which, among other things, eliminated
previous requirements for defined contribution plans to present plan investments
by general type for participant-directed investment programs and to disclose
participant-directed investment programs. SOP 99-3 is effective for financial
statements for plan years ending after December 15, 1999. Accordingly, the Plan
has adopted SOP 99-3 and the accompanying financial statements do not include
details of the Plan's participant-directed investment programs.
Contributions. The Plan permits participants to defer 3% to 15% of their
pre-tax annual compensation as contributions, not to exceed a deferral of
$10,000, (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 or
stock 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,
1998 and 1999, unallocated forfeited nonvested accounts were $6,655 and $15,137,
respectively. The Employer may use forfeited nonvested accounts to reduce
Employer contributions in the fifth year following the plan year of forfeiture.
There were no forfeitures allocated to participant accounts during the year
ended December 31, 1999.
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 participants' 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 provides participants with options to
generally invest account balances in certain publicly-traded mutual or pooled
funds administered by 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.
In addition to the Putnam Funds, a "Loan Fund" is maintained to account for
loans to participants, as permitted by the Plan. These loans, with interest
rates ranging from 7.0% to 10.37%, mature through 2021.
During 1988, in connection with Keystone's rights offering of its 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").
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.
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 1999 administrative expenses.
Management estimates. The preparation of the Plan's financial statements in
conformity with generally accepted accounting principles 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.
<PAGE>
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. The Plan has been notified by the Internal Revenue Service that
it 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 invests in certain publicly-traded mutual or pooled
funds administered by Putnam 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:
<TABLE>
<CAPTION>
December 31,
-------------------------
1998 1999
---- ----
Putnam Funds:
<S> <C> <C>
Voyager ........................................ $14,690,589 $19,036,924
Vista .......................................... $ 9,385,260 $11,979,588
Stable Value ................................... $ 5,313,522 $ 6,347,986
Diversified Income Trust ....................... $ 3,097,262 $ 2,549,514
</TABLE>
<PAGE>
Note 3 - Nonparticipant-directed investments
Information about the net assets, and the significant components of the
changes in such net assets relating to nonparticipant-directed investments is as
follows:
<TABLE>
<CAPTION>
December 31,
------------------------
1998 1999
Net assets available for benefits
<S> <C> <C>
- Keystone Restricted Stock $2,609,345 $2,573,222
========== ==========
</TABLE>
<TABLE>
<CAPTION>
Year ended
December 31, 1999
------------------------
Changes in net assets available for benefits
- Keystone Restricted Stock
<S> <C>
Employer contributions ................................... $ 793,574
Net depreciation in fair value of investments ............ (691,459)
Benefits to participants ................................. (138,238)
----------
Net decrease in net assets available for
benefits ............................................... $ (36,123)
=========
</TABLE>
Note 4 - Deposit of participant contributions
ERISA requires employers to transfer participant elective deferrals to the
plan's trust account within a specified period of time. In 1999, the employer
did not transfer certain contributions within the time required by ERISA.
However, all contributions plus earnings have been subsequently transferred to
the plan's trust account.
<PAGE>
KEYSTONE CONSOLIDATED INDUSTRIES, INC. DEFERRED INCENTIVE PLAN
SCHEDULE G, PART 3 - NONEXEMPT TRANSACTIONS
December 31, 1999
<TABLE>
<CAPTION>
Expenses
Incurred in
Description Net gain Connection
Relationship of Loan on with
Party Involved to Plan Transaction Amount Transactions Transactions
-------------- ------------ ----------- ------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Loan - late
Keystone Consolidated ... deposit of
Industries, Inc. ...... Sponsor contribution $46,857 $4,121 $--
Loan - late
Keystone Consolidated ... deposit of
Industries, Inc. ...... Sponsor contribution $10,474 $ 276 $--
</TABLE>
<PAGE>
KEYSTONE CONSOLIDATED INDUSTRIES, INC. DEFERRED INCENTIVE PLAN
Schedule H, Line 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1999
<TABLE>
<CAPTION>
Fair
Shares Cost value
------ ------ ------
(In thousands)
*Putnam Funds:
<S> <C> <C> <C>
Voyager ................................... 614,888 $ 9,707 $19,037
Vista ..................................... 686,116 6,788 11,980
Stable Value .............................. 6,347,986 6,348 6,348
Diversified Income Trust .................. 236,724 2,800 2,550
George Putnam Fund of Boston .............. 97,993 1,705 1,595
OTC and Emerging Growth ................... 36,716 704 1,359
Global Growth ............................. 57,955 727 1,077
Asset Allocation - Conservative Portfolio . 47,787 497 504
S&P 500 Index ............................. 12,282 384 429
International Growth ...................... 14,231 393 422
High Yield Advantage ...................... 35,103 296 273
Equity Income ............................. 8,858 140 123
Asset Allocation - Balanced Portfolio ..... 5,235 64 68
Asset Allocation - Growth Portfolio ....... 1,907 26 29
*Keystone Restricted Stock .................. 299,730 3,004 1,780
*Keystone Unrestricted Stock Fund ........... 9,631 70 57
*Loans to participants (7.0% - 10.37%;
mature through 2021) ..................... - 853
------- -------
$33,653 $48,484
======= =======
</TABLE>
* Party in interest.
<PAGE>
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 16, 2000, relating to the financial statements of
the Keystone Consolidated Industries, Inc. Deferred Incentive Plan, which
appears in this Form 11-K.
PricewaterhouseCoopers LLP
June 16, 2000
