EX-4.12 3 p70548exv4w12.txt EX-4.12 Exhibit 4.12 NUMBER COMMON STOCK COMMON STOCK PNW THIS CERTIFICATE IS TRANSFERABLE SHARES IN THE CITIES OF PHOENIX OR NEW YORK SEE REVERSE FOR CERTAIN DEFINITIONS INCORPORATED UNDER THE LAWS OF PINNACLE WEST THE STATE OF ARIZONA CAPITAL CORPORATION CUSIP 723484 10 1 THIS CERTIFIES THAT _________________________________________________________ IS THE OWNER OF ___________________________________________________________ FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK WITHOUT PAR VALUE OF PINNACLE WEST CAPITAL 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 UNTIL COUNTERSIGNED BY THE TRANSFER AGENT AND REGISTERED BY THE REGISTRAR. WITNESS THE SEAL OF THE CORPORATION AND THE SIGNATURES OF ITS DULY AUTHORIZED OFFICERS. DATED: SEAL SECRETARY PRESIDENT COUNTERSIGNED AND REGISTERED: THE BANK OF NEW YORK BY TRANSFER AGENT AND REGISTRAR AUTHORIZED SIGNATURE BACK OF CERTIFICATE PINNACLE WEST CAPITAL CORPORATION For a description of the classes and series of stock of the Corporation and a statement of the relative rights, designations, preferences, privileges, voting powers, restrictions and qualifications thereof, and the authority of the board of directors to determine variations for future series, reference is made to the provisions of the Articles of Incorporation of the Corporation, and any Certificate of the Corporation pursuant to Arizona Revised Statues, which may be filed in the office of the Arizona Corporation Commission, and copies of which will be on file with the Transfer Agent and will be supplied without charge to the holder upon request in writing to the Corporation, Office of the Secretary. The Stock of the Corporation is issued subject to all the provisions of said Articles of Incorporation and any such Certificates of the Corporation, and the holder hereof agrees to such provisions by the acceptance of this certificate. This certificate also evidences and entitles the holder hereof to certain Rights as set forth in an Amended and Restated Rights Agreement between Pinnacle West Capital Corporation and EquiServe Trust Company, N.A., (the "Rights Agent"), dated as of March 26, 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 Pinnacle West Capital Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may be evidenced by separate certificates and will no longer be evidenced by this certificate. Pinnacle West Capital Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge within five days after receipt of a written request therefor. Under certain circumstances, as set forth in Section 11(a)(ii) of the Rights Agreement, Rights issued to Acquiring Persons (as defined in the Rights Agreement) or certain related persons and any subsequent holder of such Rights may become null and void. KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED THE CORPORATION MAY REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE. 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 ___________ under TEN ENT --- as tenants by the entireties (Cust) (Minor) JT TEN --- as joint tenants with right of Uniform Gifts to Minors Act___________ survivorship and not as tenants (State) in common TOD --- transfer on death 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 VALUED 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 common 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(s) Guaranteed X _________________________________________ X _________________________________________ NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS By_________________________________________ WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION THE SIGNATURE(S) MUST BE GUARANTEED BY OR ENLARGMENT OR ANY CHANGE WHATEVER. 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.
