[Form of Rights Certificate]
Certificate No. W- ______Rights
THE RIGHTS ARE SUBJECT TO REDEMPTION OR MANDATORY
EXCHANGE, AT THE OPTION OF THE COMPANY, ON THE TERMS SET FORTH IN
THE RIGHTS AGREEMENT. RIGHTS BENEFICIALLY OWNED BY
ACQUIRING PERSONS OR AFFILIATES OR ASSOCIATES THEREOF (AS SUCH
TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR TRANSFEREES OF
ANY OF THE FOREGOING WILL BE VOID.
Rights Certificate
KLLM TRANSPORT SERVICES, INC.
This certifies that ______________________ , or registered
assigns, is the registered holder of the number of Rights
set forth above, each of which entitles the registered
holder thereof, subject to the terms, provisions and
conditions of the Stockholder Protection Rights Agreement,
dated as of February 13, 1997 (as amended from time to time,
the "Rights Agreement"), between KLLM Transport Services,
Inc., a Delaware corporation (the "Company"), and KeyCorp
Shareholder Services, Inc., an Ohio corporation, as Rights
Agent (the "Rights Agent", which term shall include any
successor Rights Agent under the Rights Agreement), to
purchase from the Company at any time after the Separation
Time (as such term is defined in the Rights Agreement) and
prior to the close of business on February 13, 2007, one
one-hundredth of a fully paid share of Participating
Preferred Stock, par value $0.01 per share (the "Preferred
Stock"), of the Company (subject to adjustment as provided
in the Rights Agreement) at the Exercise Price referred to
below, upon presentation and surrender of this Rights
Certificate with the Form of Election to Exercise duly
executed at the principal office of the Rights Agent in
_____________. The Exercise Price shall initially be $
41.00 per Right and shall be subject to adjustment in
certain events as provided in the Rights Agreement.
In certain circumstances described in the Rights Agreement,
the Rights evidenced hereby may entitle the registered
holder thereof to purchase securities of an entity other
than the Company or securities or assets of the Company
other than Preferred Stock, all as provided in the Rights
Agreement.
This Rights Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which
terms, provisions and conditions are hereby incorporated
herein by reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full
description of the rights, limitations of rights,
obligations, duties and immunities hereunder of the Rights
Agent, the Company and the holders of the Rights
Certificates. Copies of the Rights Agreement are on file at
the principal office of the Company and are available
without cost upon written request.
This Rights Certificate, with or without other Rights
Certificates, upon surrender at the office of the Rights
Agent designated for such purpose, may be exchanged for
another Rights Certificate or Rights Certificates of like
tenor evidencing an aggregate number of Rights equal to the
aggregate number of Rights evidenced by the Rights
Certificate or Rights Certificates surrendered. If this
Rights Certificate shall be exercised in part, the
registered holder shall be entitled to receive, upon
surrender hereof, another Rights Certificate or Rights
Certificates for the number of whole Rights not exercised.
Subject to the provisions of the Rights Agreement, each
Right evidenced by this Certificate may be (a) redeemed by
the Company under certain circumstances, at its option, at a
redemption price of $0.01 per Right or (b) exchanged by the
Company under certain circumstances, at its option, for one
share of Common Stock or one one-hundredth of a share of
Preferred Stock per Right (or, in certain cases, other
securities or assets of the Company), subject in each case
to adjustment in certain events as provided in the Rights
Agreement.
No holder of this Rights Certificate, as such, shall be
entitled to vote or receive dividends or be deemed for any
purpose the holder of any securities which may at any time
be issuable on the exercise hereof, nor shall anything
contained in the Rights Agreement or herein be construed to
confer upon the holder hereof, as such, any of the rights of
a stockholder of the Company or any right to vote for the
election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold
consent to any corporate action, or to receive notice of
meetings or other actions affecting stockholders (except as
provided in the Rights Agreement), or to receive dividends
or subscription rights, or otherwise, until the Rights
evidenced by this Rights Certificate shall have been
exercised or exchanged as provided in the Rights Agreement.
This Rights Certificate shall not be valid or obligatory for
any purpose until it shall have been countersigned by the
Rights Agent.
WITNESS the facsimile signature of the proper officers of
the Company and its corporate seal.
Date:
ATTEST: KLLM TRANSPORT SERVICES, INC.
____________________ By ________________________
Secretary
Countersigned:
KeyCorp Shareholder Services, Inc.
By____________________________
Authorized Signature
[Form of Reverse Side of Rights Certificate]
FORM OF ASSIGNMENT
(To be executed by the registered holder if such
holder desires to transfer this Rights Certificate.)
FOR VALUE RECEIVED ___________________ hereby sells,
assigns and transfers unto ________________ (Please print name
and address of transferee) this Rights Certificate, together
with all right, title and interest therein, and does hereby
irrevocably constitute and appoint_____________________ Attorney,
to transfer the within Rights Certificate on the books of
the within-named Company, with full power of substitution.
Dated: , 19_
Signature Guaranteed:
____________________
Signature
(Signature must correspond to name as written upon the face
of this Rights Certificate in every particular, without
alteration or enlargement or any change whatsoever)
Signatures must be guaranteed by a member firm of a
registered national securities exchange, a member of the
National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office or
correspondent in the United States.
- - ------------------------------------------------------------
(To be completed if true)
The undersigned hereby represents, for the benefit of all
holders of Rights and shares of Common Stock, that the
Rights evidenced by this Rights Certificate are not, and, to
the knowledge of the undersigned, have never been,
Beneficially Owned by an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement).
Signature
- - ------------------------------------------------------------
NOTICE
In the event the certification set forth above is not
completed in connection with a purported assignment, the
Company will deem the Beneficial Owner of the Rights
evidenced by the enclosed Rights Certificate to be an
Acquiring Person or an Affiliate or Associate thereof (as
defined in the Rights Agreement) or a transferee of any of
the foregoing and accordingly will deem the Rights evidenced
by such Rights Certificate to be void and not transferable
or exercisable.
(To be attached to each Rights Certificate)
FORM OF ELECTION TO EXERCISE
(To be executed if holder desires to
exercise the Rights Certificate.)
TO: KLLM TRANSPORT SERVICES, INC.
The undersigned hereby irrevocably elects to exercise___________
whole Rights represented by the attached Rights
Certificate to purchase the shares of Participating
Preferred Stock issuable upon the exercise of such Rights
and requests that certificates for such shares be issued in
the name of:
Address:
Social Security or Other Taxpayer
Identification Number:
If such number of Rights shall not be all the Rights
evidenced by this Rights Certificate, a new Rights
Certificate for the balance of such Rights shall be
registered in the name of and delivered to:
Address:
Social Security or Other Taxpayer
Identification Number:
Dated: 19___
Signature Guaranteed:
__________________________
Signature
(Signature must correspond to name as written upon the
face of the attached Rights Certificate in every particular,
without alteration or enlargement or any change whatsoever)
Signatures must be guaranteed by a member firm of a
registered national securities exchange, a member of the
National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office or
correspondent in the United States.
- - ----------------------------------------------------------
(To be completed if true)
The undersigned hereby represents, for the benefit of all
holders of Rights and shares of Common Stock, that the
Rights evidenced by the attached Rights Certificate are not,
and, to the knowledge of the undersigned, have never been,
Beneficially Owned by an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement).
Signature
- - ------------------------------------------------------------
NOTICE
In the event the certification set forth above is not
completed in connection with a purported exercise, the
Company will deem the Beneficial Owner of the Rights
evidenced by the attached Rights Certificate to be an
Acquiring Person or an Affiliate or Associate thereof (as
defined in the Rights Agreement) or a transferee of any of
the foregoing and accordingly will deem the Rights evidenced
by such Rights Certificate to be void and not transferable
or exercisable.