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EXHIBIT 4.1
[PHOTO]
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<S> <C> <C>
COMMON STOCK SCHWEITZER-MAUDUIT INTERNATIONAL, INC. COMMON STOCK
PAR VALUE $.10 [SHARES]
[NUMBER]
INCORPORATED UNDER THIS CERTIFICATES TRANSFERABLE IN ________, ______________________, _______ SEE REVERSE FOR
THE LAWS OF DELAWARE CERTAIN DEFINITIONS
CUSIP 808541 10 6
THIS CERTIFIES THAT
IS THE OWNER OF
FULL-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
CERTIFICATE OF STOCK
transferable on the books of the Corporation by the 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 subject to all the
provisions of the Certificate of Incorporation, as amended from time to time, of the Corporation (a copy of which is on file with
the Transfer Agent), to all of which the holder of this Certificate assents by acceptance hereof. This Certificate is not valid
unless countersigned by the Transfer Agent and registered by the Registrar. Witness the seal of the Corporation and the signatures
of its duly authorized officers.
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
BY TRANSFER AGENT AND REGISTRAR
AUTHORIZED SIGNATURE
/s/ W.H. Deitrich /s/ P.C. Roberts
------------------------------------------------- -------------------------------------
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER AND TREASURER
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SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
This certificate also evidences and entitles the holder hereof to
certain rights as set forth in a Rights Agreement between Schweitzer-Mauduit
International, Inc. and American Stock Transfer & Trust Company, amended and
restated as of October 1, 2000 (the "Rights Agreement"), the terms of which are
hereby incorporated herein by reference and a copy of which is on file at the
principal executive offices of Schweitzer-Mauduit International, Inc. 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. Schweitzer-Mauduit International, Inc. will mail to the holder of
this certificate a copy of the Rights Agreement without charge after receipt of
a written request therefor. As described in the Rights Agreement, Rights issued
to any Person who becomes an Acquiring Person (as defined in the Rights
Agreement) shall become null and void.
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF THE
CORPORATION AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE
SECRETARY OF THE CORPORATION OR TO THE TRANSFER AGENT.
------------
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:
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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)
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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 POSTAL 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,__________________________
(SIGNATURE)
_______________________________________
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)
________________________________________
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.
SIGNATURE(S) GUARANTEED BY:
________________________________________
