-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BZC7TcvKH8JpQ15Bn8EOvgVG8mQFdceXjmQV6EuBzhxQKLgv7WUMfb3chrIYLNCX iiepdcY3XNRe8dcalfAU1Q== 0000950134-03-009431.txt : 20030624 0000950134-03-009431.hdr.sgml : 20030624 20030624171243 ACCESSION NUMBER: 0000950134-03-009431 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030624 GROUP MEMBERS: J B HUNT LLC GROUP MEMBERS: JOHNELLE D HUNT GROUP MEMBERS: JOHNELLE HUNT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HUNT J B TRANSPORT SERVICES INC CENTRAL INDEX KEY: 0000728535 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 710335111 STATE OF INCORPORATION: AR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36369 FILM NUMBER: 03755522 BUSINESS ADDRESS: STREET 1: 615 JB HUNT CORPORATE DR CITY: LOWELL STATE: AR ZIP: 72745 BUSINESS PHONE: 5018200000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HUNT JOHNNIE B CENTRAL INDEX KEY: 0000901879 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 615 JB HUNT CORPORATE DR CITY: LOWELL STATE: AR ZIP: 72745 BUSINESS PHONE: 5018200000 SC 13D/A 1 d06972asc13dza.txt AMENDMENT TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 J.B. HUNT TRANSPORT SERVICES, INC. (Name of Issuer) Common Stock, $.01 Par Value (Title of Class of Securities) 445658-10-7 (CUSIP Number) Charles C. Price, Esq. Wright, Lindsey & Jennings LLP 200 West Capitol Avenue, Suite 2300 Little Rock, Arkansas 72201-3699 501-371-0808 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 5, 2003 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less or such class.) (See Rule 13d-7.) Page 1 SCHEDULE 13D/A CUSIP No. 445658-10-7 1 NAMES OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) JOHNELLE HUNT, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) / / (B) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) NOT APPLICABLE 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION STATE OF ARKANSAS 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- WITH 8 SHARED VOTING POWER 110,905 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 110,905 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 110,905 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) / / NOT APPLICABLE 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.28% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO
Page 2 SCHEDULE 13D/A CUSIP No. 445658-10-7 1 NAMES OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) JOHNELLE D. HUNT 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) / / (B) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) NOT APPLICABLE 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 3,071 EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 8,433,255 9 SOLE DISPOSITIVE POWER 3,071 10 SHARED DISPOSITIVE POWER 8,433,255 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,436,326 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.43% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
Page 3 SCHEDULE 13D/A CUSIP No. 445658-10-7 1 NAMES OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) J.B. HUNT, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) / / (B) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) NOT APPLICABLE 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION STATE OF ARKANSAS 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 8,322,350 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 8,322,350 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,322,350 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.14% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO
Page 4 SCHEDULE 13D/A CUSIP No. 445658-10-7 1 NAMES OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) J.B. HUNT 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) / / (B) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) NOT APPLICABLE 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 151,628 WITH 8 SHARED VOTING POWER 8,433,255 9 SOLE DISPOSITIVE POWER 151,628 10 SHARED DISPOSITIVE POWER 8,433,255 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,584,833 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.81% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
Page 5 ITEM 1. Security and Issuer This statement relates to the common stock, $0.01 par value, of J.B. Hunt Transport Services, Inc. (the "Issuer"). The CUSIP number for the common stock is 445658-10-7. The executive offices of the Issuer are located at 615 J.B. Hunt Corporate Drive, Lowell, Arkansas 72745. ITEM 2. Identity and Background (a) Name: Johnelle D. Hunt (b) Business address: 807 W. Bowen Blvd., Fayetteville, Arkansas 72703 (c) Present Occupation: Corporate Secretary, J.B. Hunt Transport Services, Inc. (d) Johnelle D. Hunt has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Johnelle D. Hunt was not, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, or subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship: United States of America (a) Name: Johnelle Hunt, LLC (b) Business address: 807 W. Bowen Blvd., Fayetteville, Arkansas 72703 (c) Principal Business: Management of the personal investments and business assets of Johnelle D Hunt, its Co-Manager (d) The Johnelle Hunt, LLC, has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The Johnelle Hunt, LLC, was not, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, or subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship: Arkansas Page 6 (a) Name: J.B. Hunt (b) Business address: 807 W. Bowen Blvd., Fayetteville, Arkansas 72703 (c) Present Occupation: Senior Chairman of the Board, J.B. Hunt Transport Services, Inc. (d) J.B. Hunt has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) J.B. Hunt was not, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, or subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship: Arkansas (a) Name: J.B. Hunt, LLC (b) Business address: 807 W. Bowen Blvd., Fayetteville, Arkansas 72703 (c) Principal Business: Management of the personal investments and business assets of J.B. Hunt, its Co-Manager (d) The J.B. Hunt, LLC, has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The J.B. Hunt, LLC, was not, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, or subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship: Arkansas ITEM 3. Source and Amount of Funds or Other Consideration Not applicable. Page 7 ITEM 4. Purpose of Transaction On May 6, 2003, J.B. Hunt LLC entered into a forward sale contract for shares of J.B. Hunt Transport Services, Inc. ("Company" or "Issuer") with a financial institution. The contract establishes a collar on the price of the shares, whereby the Purchaser agrees to pay a price dependent on the market price of the stock on each settlement date as set forth in the contract. The maximum number of shares that may be delivered under the contract will be determined at the time the collar is set. The Seller will amend this Schedule 13D at such time to reflect the maximum number of shares that could be delivered. At the termination of the contract, the Seller can elect to settle the contract in stock or in cash, by paying or receiving the difference between the settlement price and the strike prices under the contract, as applicable. On May 15, 2003, J.B. Hunt, LLC closed a portion of its 5-year forward sale contract. The closing set the high and low collar prices at $31.30 and $48.43, respectively, for 288,829 shares. The reference price for this portion of the contract is $34.78, which fixed the collar prices for $10,045,473 of the $40,000,000 contract. On June 5, 2003, J.B. Hunt LLC closed a portion of its 5-year forward sale contract. The closing set the high and low collar prices at $48.14 and $32.01, respectively, for 343,000 shares. The reference price for this portion of the contract is $35.57, which fixed the collar prices for $12,200,510 of the $40,000,000 contract, in addition to the $10,045,473 collar price fixed on May 19, 2003. ITEM 5. Interest in Securities of the Issuer (a) The Johnelle Hunt, LLC, is the beneficial owner of 110,905 shares of common stock of the Company which represents 0.28% of the outstanding shares of the Company. (b) Johnelle Hunt, LLC: Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: -0- (ii) Shared power to vote or to direct the vote: 110,905 (iii) Sole power to dispose or to direct the disposition of: -0- (iv) Shared power to dispose or to direct the disposition of: 110,905
(c) On April 17, 2003, the Johnelle Hunt LLC made a gift of 10,000 shares of common stock of the Company to Washington Regional Medical Foundation. On April 22, 2003, the J.B. Hunt LLC made a gift of 37,750 shares of common stock of the Company to First Baptist Church of Springdale, Arkansas. On May 8, 2003, the J.B. Hunt LLC made a gift of 750 shares of common stock of the Company to Arkansas Children's Hospital Foundation. Mr. and Mrs. Hunt are co-managers of both the Johnelle Hunt LLC and the J.B. Hunt LLC. (d) Not applicable. (e) Not applicable. (a) The total number of shares outstanding on March 31, 2003, was 39,357,935 shares. Page 8 Mrs. Hunt is the beneficial owner of 8,436,326 shares of common stock of the Company, which represents 21.43% of the outstanding shares of the Company. (b) Johnelle D. Hunt: Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 3,071 (ii) Shared power to vote or to direct the vote: 8,433,255 (iii) Sole power to dispose or to direct the disposition of: 3,071 (iv) Shared power to dispose or to direct the disposition of: 8,433,255
(c) On April 17, 2003, the Johnelle Hunt LLC made a gift of 10,000 shares of common stock of the Company to Washington Regional Medical Foundation. On April 22, 2003, the J.B. Hunt LLC made a gift of 37,750 shares of common stock of the Company to First Baptist Church of Springdale, Arkansas. On May 8, 2003, the J.B. Hunt LLC made a gift of 750 shares of common stock of the Company to Arkansas Children's Hospital Foundation. Mr. and Mrs. Hunt are co-managers of both the Johnelle Hunt LLC and the J.B. Hunt LLC. (d) Not applicable. (e) Not applicable. (a) The J.B. Hunt, LLC, is the beneficial owner of 8,322,350 shares of common stock of the Company, which represents 21.14% of the outstanding shares of the Company. (b) J.B. Hunt, LLC: Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: -0- (ii) Shared power to vote or to direct the vote: 8,322,350 (iii) Sole power to dispose or to direct the disposition of: -0- (iv) Shared power to dispose or to direct the disposition of: 8,322,350
(c) On April 17, 2003, the Johnelle Hunt LLC made a gift of 10,000 shares of common stock of the Company to Washington Regional Medical Foundation. On April 22, 2003, the J.B. Hunt LLC made a gift of 37,750 shares of common stock of the Company to First Baptist Church of Springdale, Arkansas. On May 8, 2003, the J.B. Hunt LLC made a gift of 750 shares of common stock of the Company to Arkansas Children's Hospital Foundation. Mr. and Mrs. Hunt are co-managers of both the Johnelle Hunt LLC and the J.B. Hunt LLC. (d) Not applicable. (e) Not applicable. Page 9 (a) Mr. Hunt is the beneficial owner of 8,584,883 shares of common stock of the Company, which represents 21.81% of the outstanding shares of the Company. (b) J.B. Hunt: Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 151,628 (ii) Shared power to vote or to direct the vote: 8,433,255 (iii) Sole power to dispose or to direct the disposition of: 151,628 (iv) Shared power to dispose or to direct the disposition of: 8,433,255
(c) On April 17, 2003, the Johnelle Hunt LLC made a gift of 10,000 shares of common stock of the Company to Washington Regional Medical Foundation. On April 22, 2003, the J.B. Hunt LLC made a gift of 37,750 shares of common stock of the Company to First Baptist Church of Springdale, Arkansas. On May 8, 2003, the J.B. Hunt LLC made a gift of 750 shares of common stock of the Company to Arkansas Children's Hospital Foundation. Mr. and Mrs. Hunt are co-managers of both the Johnelle Hunt LLC and the J.B. Hunt LLC. (d) Not applicable. (e) Not applicable. ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Not applicable. ITEM 7. Material to be Filed as Exhibits (a) ISDA Master Agreement previously filed as Exhibit A on Schedule 13D dated May 19, 2003 (b) Schedule to the Master Agreement previously filed as Exhibit B on Schedule 13D dated May 19, 2003 (c) Confirmation dated May 19, 2003 previously filed as Exhibit C on Schedule 13D dated May 19, 2003 (d) Confirmation dated June 5, 2003 Page 10 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: June 24, 2003 ---------------------------- /s/ Johnelle Hunt - ----------------------------------- Johnelle Hunt Page 11 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: June 24, 2003 ---------------------------------------------- Johnelle Hunt, LLC By: /s/ Johnelle Hunt ------------------------------------------------ Johnelle Hunt, Co-Manager By: /s/ J.B. Hunt ------------------------------------------------ J.B. Hunt, Co-Manager Page 12 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: June 24, 2003 ----------------------------- /s/ J.B. Hunt - ------------------------------------ J.B. Hunt Page 13 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: June 24, 2003 ---------------------------------------------- J.B. Hunt, LLC By: /s/ J.B. Hunt ------------------------------------------------ J.B. Hunt, Co-Manager By: /s/ Johnelle Hunt ------------------------------------------------ Johnelle Hunt, Co-Manager Page 14 EX-99.(D) 3 d06972aexv99wxdy.txt CONFIRMATION DATED JUNE 5, 2003 EXHIBIT (d) (BANK ONE LETTERHEAD) CONFIRMATION dated as of June 5, 2003 Bank One Deal #46308/09 J.B. HUNT, LLC 611 West Bowen Boulevard Fayetteville, AR 72703 Telephone: (479) 444-0700 Facsimile: (479) 444-7570 Ladies and Gentlemen: We are pleased to confirm the terms of the transaction described below between J.B. HUNT, LLC ("Counterparty") and BANK ONE, NA (CHICAGO) ("Bank One"). The definitions and provisions contained in the 1996 ISDA Equity Definitions and the 2000 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. Inconsistencies between the definitions and this Confirmation shall be resolved in the following order: (1) this Confirmation, (2) 1996 ISDA Equity Definitions, and (3) 2000 ISDA Definitions. This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of January 14, 2002, as amended and supplemented from time to time (the "Agreement"), between you and us. All provisions contained in the Agreement govern this Confirmation except as expressly modified below. A. GENERAL TERMS Type of Transaction: Share Forward Transaction Trade Date: May 28, 2003 Effective Date: May 30, 2003 Calculation Agent: Bank One Seller: Counterparty Buyer: Bank One Shares: Voting common stock of the Issuer (Exchange Symbol: JBHT) Issuer: J.B. Hunt Transport Services, Inc. Number of Shares: 34,300 Aggregate Number of Shares: 343,000 Forward Price: Determined pursuant to Settlement Terms as provided below. Lower Price: $32.01 Upper Price: $48.14 Exchange: The Nasdaq Stock Market Inc. Valuation: Valuation Time: The close of trading on the Exchange on the Valuation Date. Valuation Date: Each of the ten (10) consecutive Exchange Business Days commencing on May 30, 2008. Settlement Terms: Cash Settlement: Applicable, unless Counterparty elects Physical Settlement as provided below. Settlement Currency: U.S. Dollars Settlement Price: With respect to each Valuation Date, the price equal to the closing sale price of a Share on the Exchange on the Valuation Date. If no closing sale price is reported, then the Calculation Agent shall determine the market value, and may use, but not be limited to, the average of the inside bid and asked price per Share quoted by the Exchange at the Valuation Time on the Valuation Date without regard to extended trading hours. Settlement Date: Three (3) Exchange Business Days after the relevant Valuation Date. Cash Settlement Amount: An amount, as calculated by the Calculation Agent for each Valuation Date, as follows: (a) If the Settlement Price is less than the Lower Price, an amount equal to the product of the Number of Shares multiplied by (Lower Price - Settlement Price); 2 (b) If the Settlement Price is greater than the Upper Price, an amount equal to the product of the Number of Shares multiplied by (Settlement Price - Upper Price); (c) If the Settlement Price is greater than the Lower Price but less than the Upper Price, then the Cash Settlement Amount will be zero. Cash Settlement Amount Payer: If the Settlement Price is less than the Lower Price, then Buyer will pay Seller the Cash Settlement Amount on the Settlement Date. If the Settlement Price is greater than the Upper Price, then Seller will pay Buyer the Cash Settlement Amount on the Settlement Date. Physical Settlement: If Counterparty gives Bank One written notice, at least ten (10) Business Days prior to a Valuation Date of its election to have Physical Settlement apply, then in lieu of Cash Settlement, on the Settlement Date Seller shall transfer a number of Shares equal to the Number of Shares to Buyer (or to Buyer's affiliate or third-party designee) and Buyer shall pay an amount to Seller determined as follows: (a) If the Settlement Price is less than the Lower Price, an amount equal to the product of the Number of Shares multiplied by the Lower Price; (b) If the Settlement Price is greater than the Upper Price, an amount equal to the product of the Number of Shares multiplied by the Upper Price; (c) If the Settlement Price is greater than the Lower Price but less than the Upper Price, an amount equal to the product of the Number of Shares and the Settlement Price To be eligible for Physical Settlement, the Shares must be free and clear of any Liens and be able to be sold or delivered by Bank One free and clear of any Transfer Restrictions. "Lien" means any lien, charge, claims, security interest or encumbrance of any kind with respect to the Shares. "Transfer Restrictions" means any restriction on the sale or transfer of the Shares under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), any applicable state securities laws or any contract binding on the Counterparty. 3 Share Adjustments: Method of Adjustments: Calculation Agent Adjustment Extraordinary Dividend: For the purpose of Section 9.1(e)(iii) of the Equity Definitions, an "Extraordinary Dividend" means, as determined by the Calculation Agent, (i) any cash dividend declared on the Shares at a time when the Issuer has not previously declared or paid dividends on such Shares for the prior four quarterly periods; (ii) any cash dividend declared on the Shares that is greater than the Expected Dividend Amount; or (iii) any other "special" cash or non-cash dividend on the Shares which is, by its terms or declared intent, declared and paid outside the normal operations or normal dividend procedures of the Issuer; provided that, in all cases, the related ex-dividend date occurs during the period from but excluding the Trade Date to and including the Valuation Date. For purposes hereof, "Expected Dividend Amount" shall mean $0, the cash dividend last paid by the Issuer immediately preceding the Effective Date. Price Adjustment: In the event of an Extraordinary Dividend, the Lower Price and the Upper Price shall be decreased by an amount equal to the sum of the Excess Dividend Amount and the Interest Amount, as determined by the Calculation Agent. For purposes hereof, "Excess Dividend Amount" shall mean, (a) in the case of the Extraordinary Dividend described in (i) above, the amount of the cash dividend; (b) in the case of the Extraordinary Dividend described in (ii) above, the amount by which the relevant cash dividend exceeds the Expected Dividend Amount; and (c) in the case of the Extraordinary Dividend described in (iii) above, the amount of the "special" cash dividend, in each case expressed on a per Share basis. "Interest Amount" shall mean (1) the product of (a) the Excess Dividend Amount, (b) the Aggregate Number of Shares, (c) the prevailing LIBOR rate (or such swap rate as provided by the Calculation Agent) with a designated maturity that most closely approximates the number of days from and including the relevant ex- dividend date to but excluding the Valuation Date and (d) the number of 4 days elapsed from and including such relevant ex-dividend date to and including the Valuation Date divided by 360 divided by (2) the Aggregate Number of Shares. Extraordinary Events: Consequences of Merger Events: (a) Share-for-Share: Calculation Agent Adjustment (b) Share-for-Other: Merger Event Termination (as defined below) (c) Share-for-Cash: Means a Share-for-Other Merger Event in which the Other Consideration consists solely of cash. The Consequence of such Merger Event shall be Merger Event Termination (as defined below) (d) Share-for-Combined: Merger Event Termination (as defined below) Merger Event Termination: For purposes of the relevant consequences of Merger Event for which Merger Event Termination applies, effective as of the Merger Date, the Transaction shall be terminated and, in such connection, Bank One shall determine the Early Termination Amount. Composition of Combined Consideration: Not Applicable. Nationalization, Insolvency or Delisting: Extraordinary event Termination (as defined below). For purposes hereof, "Delisting" means the Exchange announces that pursuant to the rules of such Exchange, the Shares cease (or will cease) to be listed, traded or publicly quoted on the Exchange for any reason (other than a Merger Event) and are not immediately re-listed, re-traded or re-quoted on a exchange or quotation system located in the United States. Extraordinary Event Termination: For purposes of Nationalization, Insolvency or Delisting, effective as of the date designated by the Calculation Agent (the "Event Date"), the Transaction shall be terminated and, in such connection, Bank One shall determine the Early Termination Amount. B. ADDITIONAL TERMS TERMINATION EVENT: The occurrence of a Hedging Disruption Event shall constitute, at the sole discretion of Bank One, (i) an Additional Termination Event with respect to this Transaction solely and the amount payable 5 by either party will be determined by Bank One using the valuation methods provided for in Early Termination Amount below, in which case Bank One shall give written notice to Counterparty indicating the effective date of termination ("Event Date") and final settlement thereof, or (ii) a Potential Adjustment Event. "Hedging Disruption Event" shall mean any inability of Bank One (acting in good faith and in a commercially reasonable manner, taking into account hedging transactions reasonably available to Bank One at the time) or any material increase (as defined below) in costs to Bank One due to market conditions, illiquidity, illegality (including with respect to the hedge for this Transaction), lack of availability of market participants, the occurrence of a Potential Adjustment Event or otherwise, to establish, re-establish, unwind or maintain any hedging transaction necessary or desirable in the normal course of Bank One's business of hedging the price and market risk of entering into and performing under this Transaction. "Material increase" as used herein shall mean any increase in costs to Bank One determined to be material by Bank One in its commercially reasonable judgment, taking into account hedging transactions reasonably available to Bank One at the time. Early Termination Amount: Bank One shall determine termination amounts, in good faith and in a commercially reasonable manner, employing (among other considerations) the following factors: (A) the average of the Transaction option volatility (using Bank One's Black-Scholes-derived option pricing model) for a sixty (60) day historical period (i.e., "60-day trailing volatility") immediately preceding, and ending on, the Event Date (or Announcement Date, in the case of the relevant Merger Event); and (B) the then prevailing market pricing (or the Calculation Agent's good faith determination of pricing) of the relevant Shares as of the Event Date (or Merger Date, in the case of the relevant Merger Event). OPTIONAL TERMINATION: Provided that an Early Termination Date has not occurred or been designated under Section 6(e) of this Agreement on or before the date of Counterparty's request, Bank One will stand ready to provide, upon reasonable request from Counterparty, a live quotation (which, depending on market conditions as they exist at that time, will represent an amount payable from Counterparty to Bank One or an amount payable from Bank One to Counterparty, in either case the "Buy-Out Amount") at which Bank One would be willing to terminate each party's remaining rights and obligations in respect of this Transaction. If Counterparty accepts the Buy-Out Amount quoted by Bank One, then this Transaction shall terminate on a mutually agreed upon date or dates (the "Revised Termination Date"), and the Buy-Out Amount shall be payable by the applicable party on the second Business Day following the Revised Termination Date, or such other date as mutually agreed upon by the parties. If Counterparty does not accept the Buy-Out Amount, then this Transaction will be valued on the Revised Termination Date in accordance with Section 6(e)(ii) with Counterparty as the sole Affected Party and Loss being applicable (such value being the "Settlement Amount"), and Bank One shall provide to Counterparty a statement showing, in reasonable detail, the calculation it performed in determining the Settlement Amount. The Settlement Amount shall be payable by the applicable party on the second Business Day following the Revised Termination Date, or such other date as mutually agreed upon by the parties. Upon the occurrence or effective designation of a Revised Termination Date in respect of this Transaction, no further payments or deliveries under Sections 2(a)(i) or 2(e) in respect of this Transaction will be required to be made, except for the obligation to pay the Buy-Out Amount or Settlement Amount, as applicable, and any overdue interest on the foregoing, and any such termination shall be without prejudice to the other provisions of the Agreement. 6 C. ADDITIONAL REPRESENTATIONS In addition to the representations made in Section 3 of the Agreement, each party hereby represents and warrants to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into) as follows: (i) It qualifies as an "eligible contract participant" under the Commodity Exchange Act; (ii) It is an "accredited investor" as such term is defined in Regulation D (Rule 501(a)) under the Securities Act; (iii) It is not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the other party to this Agreement, other than the representations expressly set forth in this Agreement, each Credit Support Document and in any Confirmation; (iv) It has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent it has deemed necessary, and has made its own decision to enter into this Transaction based upon its own judgment; (v) It has a full understanding of all the terms, conditions and risks (economic and otherwise) of this Agreement, each Credit Support Document and each Transaction, and is capable of assuming and willing to assume (financially and otherwise) such risks; (vi) It is entering into this Agreement, each Credit Support Document and each Transaction for the purposes of managing its borrowings or investments, hedging its underlying assets or liabilities or in connection with a line of business, and not for purposes of speculation; and (vii) It is entering into this Agreement and each Transaction as principal (and not as agent or in any other capacity, fiduciary or otherwise). Additional Representations of Counterparty: Counterparty hereby further represents and warrants to Bank One and otherwise agrees as follows: (i) Counterparty understands that the option purchased by it hereunder has not been registered with the U.S. Securities and Exchange Commission or any securities commission of any other country, and may not be transferred except in compliance with such laws; and (ii) Counterparty acknowledges that neither Bank One nor anyone acting on Bank One's behalf has offered the option purchased by it hereunder by means of general solicitation or advertising and neither Counterparty nor anyone acting on Counterparty's behalf has taken or will take any action which would subject the sale of the options described herein to registration under, or which would otherwise violate, the Securities Act and the rules and regulations promulgated thereunder or the securities laws of any applicable jurisdiction; 7 Bank Accounts: Payments to Counterparty: Please Advise Payments to Bank One: Bank One, NA, ABA #071000013 Account 4811-90180000 Attention: Equity Derivatives Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation and returning it via facsimile to: Equity Derivatives Operations Confirmation Unit. Jennifer Reimer 312-732-8714 (Facsimile) 312-732-4952 (Telephone) It has been a pleasure working on this transaction with you and we look forward to completing similar transactions with you in the near future. Yours Sincerely, BANK ONE, NA (CHICAGO) By: ---------------------------------- Name: Kenneth Krzak Title: First Vice President By: ---------------------------------- Name: Sudheer Tegulapalle Title: Director By: ---------------------------------- Name: Michael O'Connell Title: Managing Director Confirmed as of the dare first written above: J.B. HUNT, LLC By: ---------------------------------- Name: Title: Bank One Deal # 46308/09 8 -----END PRIVACY-ENHANCED MESSAGE-----