Consolidated Stores Corporation Common Stock Certificate and Rights Agreement Notice

Summary

This document is a stock certificate issued by Consolidated Stores Corporation (now Big Lots, Inc.), incorporated in Delaware and later Ohio. It certifies ownership of fully paid common stock shares, which are transferable upon proper endorsement. The certificate also entitles the holder to certain rights under a Rights Agreement with National City Bank, which may affect the shares under specific circumstances. The certificate must be countersigned by the transfer agent and registered by the registrar to be valid. Shareholders can request information about stock rights and preferences at no charge.

EX-4.A 5 l88863aex4-a.txt EXHIBIT 4(A) 1 Exhibit 4(a) - ------------- NUMBER C C O M M ON S T O C K - ------------- C O M M O N S T O C K THIS CERTIFICATE IS TRANSFERABLE IN [PHOTO] --------------- CLEVELAND, OHIO OR SHARES IN NEW YORK, NEW YORK [LOGO] CONSOLIDATED STORES CORPORATION --------------- INCORPORATED UNDER THE LAWS OF THE STATE OF SEE REVERSE FOR DELAWARE CERTAIN DEFINITIONS CUSIP 089302 10 3 ---------------------------------------------------------------------------------------------- | THIS CERTIFIES THAT | | | | | | | | | | | | IS THE OWNER OF | ---------------------------------------------------------------------------------------------- FULLY PAID and NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.01 EACH OF THE COMMON STOCK OF CONSOLIDATED STORES CORPORATION, TRANSFERABLE ON THE BOOKS OF THE CORPORATION IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED. THIS CERTIFICATE IS NOT VALID UNLESS COUNTERSIGNED BY THE TRANSFER AGENT AND REGISTERED BY THE REGISTRAR. WITNESS THE FACSIMILE SEAL OF THE COMPANY AND THE FACSIMILE SIGNATURES OF ITS DULY AUTHORIZED OFFICERS. NAME CHANGED TO BIG LOTS, INC. STATE OF INCORPORATION CHANGED TO OHIO DATED COUNTERSIGNED AND REGISTERED: NATIONAL CITY BANK TRANSFER AGENT CONSOLIDATED (CLEVELAND, OHIO) AND REGISTRAR STORES CORPORATION BY CORPORATE SEAL AUTHORIZED SIGNATURE /s/ Charles W. Haubiel /s/ Michael J. Potter DELAWARE ---------------------- ---------------------- - -------------- SECRETARY CHAIRMAN OF THE BOARD BANKNOTE CORPORATION OF AMERICA

2 THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, THE DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST MAY BE MADE TO THE CORPORATION OR TO THE TRANSFER AGENT. THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN CONSOLIDATED STORES CORPORATION (THE "COMPANY") AND NATIONAL CITY BANK (THE "RIGHTS AGENT"), DATED AS OF APRIL 6, 1999 (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. 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 UNIF GIFT MIN ACT - __________________ Custodian _____________ (Cust) (Minor) TEN ENT - as tenants by the entireties under Uniform Gifts to Minors JT TEN - as joint tenants with right of survivorship and not as tenants Act ______________________________________ in common (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 the 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,_______________________ ________________________________________________________ THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE NOTICE: IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGE- MENT OR ANY CHANGE WHATEVER. IMPORTANT A NOTARY SEAL IS NOT ACCEPTABLE. THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION SUCH AS A COMMERCIAL BANK, TRUST COMPANY, SAVINGS AND LOAN, CREDIT UNION OR BROKER WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17AD-15. _________________________________________________________ Medallion Signature(s) guarantee: