kciforms3exh41.htm


    Control No.
      _______________________                                                                                                                                                     EXHIBIT
      4.1      


    


     

     

    NON-TRANSFERABLE
      SUBSCRIPTION RIGHTS TO PURCHASE

    SHARES
      OF COMMON STOCK OF

    KEYSTONE
      CONSOLIDATED INDUSTRIES, INC.

    


    The
      terms
      and conditions of the subscription rights offering (the “Subscription Rights
      Offering”) are set forth in the prospectus dated  [____________] (the
“Prospectus”) of Keystone Consolidated Industries, Inc. (the “Company”) and are
      incorporated herein by reference. Copies of the Prospectus are available upon
      request from [_______________] (the “Information Agent”).  Capitalized
      terms used in this Subscription Rights certificate (this “Subscription Rights
      Certificate”) without definition shall have the meanings ascribed to such terms
      in the Instructions as to Use of Subscription Rights Certificates (the
“Instructions”).

    


    The
      registered holder whose name is inscribed hereon is entitled to subscribe for
      and purchase from the Company at the subscription price of $10.00 per share
      (the
“Subscription Price”), one share of the Company’s common stock, par value $0.01
      per share (the “Common Stock”), for each whole subscription right (a
“Subscription Right”) evidenced hereby (the “Basic Subscription
      Right”).  In addition, each Subscription Rights holder who exercises
      its Basic Subscription Right in full will be eligible to subscribe (the
“Oversubscription Right”) at the same Subscription Price of $10.00 per share,
      for additional shares of Common Stock on a pro rata basis if any shares
      are not purchased by other Subscription Rights holders under their Basic
      Subscription Rights as of the Expiration Date (the “Excess Shares”). “Pro rata”
means in proportion to the number of shares of Common Stock that you and other
      Subscription Rights holders have purchased by fully exercising your Basic
      Subscription Rights with respect to your Common Stock holdings.  Each
      Subscription Rights holder may only exercise its Oversubscription Right if
      such
      holder exercised its Basic Subscription Right in full and other Subscription
      Rights holders do not exercise their Basic Subscription Rights in full. If
      there
      is not a sufficient number of Excess Shares to satisfy all requests for
      subscriptions made under the Oversubscription Right, then the Company will
      allocate the remaining Excess Shares pro rata, after eliminating all
      fractional shares, among those Subscription Rights holders who exercised their
      Oversubscription Rights. For the purposes of determining eligibility for the
      Oversubscription Right, Subscription Rights holders will be deemed to have
      exercised their Basic Subscription Right in full if they subscribe for the
      maximum number of whole Underlying Shares available under their Basic
      Subscription Right.  Exercise of both the Basic Subscription Right and
      the Oversubscription Right will be made upon the terms and subject to the
      conditions set forth in the Prospectus and the Instructions. Shares of Common
      Stock subscribed for pursuant to the Basic Subscription Right and the
      Oversubscription Right, if accepted, shall be issued only if this Subscription
      Rights Certificate, duly completed (or a Notice of Guaranteed Delivery For
      Subscription Right Certificate in respect thereof), is received by the
      Subscription Agent together with payment of the applicable Subscription Price
      prior to 5:00 p.m., Eastern Time, on [____________], unless extended in the
      sole
      discretion of the Company (as so extended, the “Expiration Date”).

    


    IMPORTANT:
      PLEASE READ THE PROSPECTUS AND THE INSTRUCTIONS CAREFULLY.

    


    
      	
               

              [Name
                of Registered Holder of Subscription Rights]

               

            	
               

              Account
                # of Registered Holder:__________________

            
	
               

              [Address
                of Registered Holder of Subscription Right]

               

            	
               

              Number
                of Subscription Rights:
                _________________

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXERCISE
      OF SUBSCRIPTION RIGHTS

    


    To
      exercise your Subscription Rights, this Subscription Rights Certificate or
      a
      Notice of Guaranteed Delivery for Subscription Rights Certificate must be
      received by Computershare Inc. (the “Subscription Agent”), together with full
      payment of the Subscription Price for the shares of Common Stock subscribed
      for
      pursuant to both the Basic Subscription Right and the Oversubscription Right,
      prior to the Expiration Date.  Payment of the Subscription Price must
      be made by check or bank draft drawn upon a United States bank or postal,
      telegraphic or express money order payable to “Computershare Inc., as
      Subscription Agent.”  This completed and executed Subscription Rights
      Certificate and full payment of the Subscription Price must be delivered to
      the
      Subscription Agent by one of the following methods:

    


    By
      Mail:                                                                                      By
      Hand or Overnight Courier:

    Computershare
      Trust Company,
      N.A.                                    Computershare
      Trust Company, N.A.

    Attention:
      Corporate
      Actions                                                  Attention:
      Corporate Actions

    P.O.
      Box
      859208                                                                           161
      Bay State Drive

    Braintree,
      MA
      02185-9208                                                         Braintree,
      MA 02184

    


    Delivery
      of this Subscription Rights Certificate or the Subscription Price payment to
      an
      address

    other
      than one of the addresses listed above shall not constitute valid
      delivery.

    


    
      	
              SECTION
                1:  EXERCISE
                INSTRUCTIONS

              (check
                the appropriate boxes)

               

              IF
                YOU WISH TO FULLY EXERCISE YOUR BASIC SUBSCRIPTION
                RIGHT:

               ̈
                I elect to fully
                exercise my Basic Subscription Right to purchase __________ shares
                of
                Common Stock* X the Subscription
                Price of $10.00 per share =  $_________.

               

               ̈
                I elect to
                exercise my Oversubscription Right to purchase _________ shares of
                Common
                Stock**X
                the Subscription Price of $10.00 per share
                =              
                $_________.

               

              IF
                YOU DO NOT WISH TO FULLY EXERCISE YOUR BASIC SUBSCRIPTION
                RIGHT:

               ̈
                I elect to
                exercise my Basic Subscription Right to purchase ________ shares
                of Common
                Stock*X
                the
                Subscription Price of $10.00 per share
                =               
                $___________.

               

                                                                                                                                                                                                                                
                TOTAL AMOUNT ENCLOSED   
                $___________.

            


    

    


    
      	
              SECTION
                2:  SUBSCRIPTION AUTHORIZATION

               

              I
                acknowledge that I have received the Prospectus and Instructions
                for the
                Subscription Rights Offering, and I hereby subscribe for the number
                of
                shares of Common Stock indicated above on the terms and conditions
                set
                forth in the Prospectus and the Instructions.

               

              
                Signature(s)
                  of registered
                  holder:         
                  
                  ___________________________________________________

                  


                  ___________________________________________________

                  

                    ___________________________________________________

                    


                    ___________________________________________________

                    
                                                 

                  

                

                 

                Telephone
                  number (including area code)
                  (___)                     
                  ___________________________________________________

              

               

            


    

    


    SUBSCRIPTION
      RIGHTS NOT EXERCISED PRIOR TO THE EXPIRATION DATE WILL EXPIRE WITHOUT
      VALUE.  THE EXERCISE OF SUBSCRIPTION RIGHTS MAY BE REVOKED AT ANY TIME
      PRIOR TO THE EXPIRATION DATE BY FOLLOWING THE PROCEDURES INDICATED IN “THE
      SUBSCRIPTION RIGHTS OFFERING – REVOCATION” IN THE PROSPECTUS AND SECTION 1(f) OF
      THE INSTRUCTIONS.

    

      

    

      
      *
        May not
        exceed the  number of Subscription Rights listed on the face of this
        Subscription Rights Certificate.

    

      
      ** You
        may only exercise your Oversubscription Right if you fully exercise your
        Basic
        Subscription Right.

    



    
      
        
        

      

      
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