Bucyrus International, Inc. Class B Common Stock Certificate

Summary

This document certifies that the named holder owns fully paid shares of Class B Common Stock in Bucyrus International, Inc., a Delaware corporation. The shares are transferable only on the company's books by the holder or an authorized representative upon proper endorsement and surrender of the certificate. The certificate also states that Class B shares may be converted into Class A shares under certain conditions described in the company's Certificate of Incorporation. The document outlines procedures for transfer and assignment, and provides information on obtaining further details about stock rights and preferences.

EX-4.2 2 r10q629as2.txt CLASS B STOCK CERTIFICATE Exhibit 4.2 CLASS B COMMON STOCK CLASS B COMMON STOCK PAR VALUE $.01 PAR VALUE $.01 NUMBER SHARES [GRAPHIC] [GRAPHIC] BUCYRUS INTERNATIONAL, INC. INCORPORATEDUNDER THE LAWS SEE REVERSE FOR CERTAIN DEFINITIONS OF THE STATE OF DELAWARE This is to Certify that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS B COMMON STOCK, PAR VALUE $.01, OF Bucyrus International, Inc. (the "Corporation") transferable only on the books of the Corporation by the holder hereof in person or by duly authorized attorney or legal representative, upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: [CORPORATE SEAL] /s/ Craig R. Mackus /s/ Timothy W. Sullivan SECRETARY PRESIDENT AND CHIEF EXECUTIVE OFFICER COUNTERSIGNED AND REGISTERED: LASALLE BANK NATIONAL ASSOCIATION TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE [Reverse of Certificate] BUCYRUS INTERNATIONAL, INC. The shares of Class B Common Stock represented by this certificate shall be converted into an equal number of shares of Class A Common Stock upon the occurrence of certain events as set forth in the Certificate of Incorporation of Bucyrus International, Inc. Bucyrus International, Inc. will furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof, which Bucyrus International, Inc. is authorized to issue and the qualifications, limitations or restrictions of such preferences and/or rights. Any such request is to be addressed to the Secretary of Bucyrus International, Inc. 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____ TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN - as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act ________________________ in common (State) UNIF TRF MIN ACT -____Custodian (until age___) (Cust) ____under Uniform Transfers (Minor) 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 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 ___________________ NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. SIGNATURE(S) GUARANTEED: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.