Exhibit 4.1
Form of Certificate for the 9.375% Series C
Cumulative Redeemable Preferred Stock of
Anthracite Capital, Inc.
(Front)
TEMPORARY CERTIFICATE - EXCHANGEABLE FOR DEFINITIVE ENGRAVED CERTIFICATE
WHEN READY FOR DELIVERY
COMPANY LOGO
APC
ANTHRACITE CAPITAL, INC.
9.375% SERIES C INCORPORATED UNDER THE LAWS CUSIP 037023 30 6
CUMULATIVE OF THE STATE OF MARYLAND
REDEEMABLE THIS CERTIFICATE IS SEE REVERSE FOR
PREFERRED STOCK TRANSFERABLE IN THE CERTAIN DEFINITIONS
CITY OF NEW YORK AND IMPORTANT NOTICE ON
TRANSFER RESTRICTIONS
AND OTHER INFORMATION
THIS CERTIFIES THAT
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE 9.375% SERIES C CUMULATIVE
REDEEMABLE PREFERRED STOCK, LIQUIDATION PREFERENCE $25.00 PER SHARE, $.001 PAR
VALUE PER SHARE, OF Anthracite Capital, Inc. (hereinafter called the
"Corporation"), transferable on the books of the Corporation by the registered
holder hereof in person or by duly authorized attorney upon surrender of this
Certificate properly endorsed. This Certificate and the shares represented
hereby are issued and shall be held subject to the laws of the State of
Maryland and to all of the provisions of the Charter of the Corporation and
the Bylaws of the Corporation and any amendments thereto. This Certificate is
not valid unless countersigned by the transfer agent and registered by the
registrar.
In Witness Whereof, the Corporation has caused the facsimile
signatures of its duly authorized officers and its facsimile seal to be
affixed hereto.
Dated:
sd/- COMPANY SEAL sd/-
Treasurer President
Countersigned and Registered:
AMERICAN STOCK TRANSFER & TRUST COMPANY
(NEW YORK, N.Y.) Transfer Agent and Registrar
By
Authorized Officer
(Back)
ANTHRACITE CAPITAL, INC.
The Corporation will furnish to any stockholder upon request and without
charge a full statement of the designations, preferences, limitations and
relative rights of the shares of each class of stock authorized and to be
issued and, with respect to the classes of stock which may be issued in a
series, the variations in the relative rights and preferences between the
shares of each series, so far as the same have been fixed and determined, and
the authority of the Board of Directors to fix and determine the relative
rights and preferences of subsequent series. Such request may be made to the
Secretary of the Corporation at its principal office.
The shares of the Common or Preferred Stock represented by this certificate
are subject to restrictions on transfer for the purpose of the Corporation's
maintenance of its status as a real estate investment trust under the Internal
Revenue Code of 1986, as amended (the "Code"). No Person may (i) Beneficially
Own or Constructively Own shares of Common Stock in excess of 9.8% of the
number of outstanding shares of Common Stock, (ii) Beneficially Own or
Constructively Own shares of any class or series of Preferred Stock in excess
of 9.8% of the number of outstanding shares of such class or series of
Preferred Stock, or (iii) beneficially own shares of Equity Stock that would
result in the shares of Equity Stock being Beneficially Owned by fewer that
100 Persons (determined without reference to any rules of attribution). Any
Person who attempts to Beneficially Own or Constructively Own shares of Equity
Stock in excess of the above limitations must immediately notify the
Corporation in writing. If the restrictions above are violated, the shares of
Equity Stock represented hereby will be transferred automatically and by
operation of law to a Trust and shall be designated Shares-in-Trust. All
capitalized terms in this legend have the meanings defined in the
Corporation's Charter, as the same may be further amended from time to time, a
copy of which, including the restrictions on transfer, will be sent without
charge to each stockholder who so requests.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with the right
of survivorship and not as
tenants in common
UNIF GIFT MIN ACT-- ______________Custodian _____________
(Cust) (Minor)
under Uniform Gifts to Minors Act________________________________
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received,_______________________hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)
_________________________________________________________________________Shares
of capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint_____________________________________
Attorney to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises.
Dated,_______________________________
Signature:___________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed:
By ________________________________________
The Signature should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved medallion signature guarantee program), pursuant to
S.E.C. rule 17Ad-15.