EXHIBIT 3.12(A)
Microfilm Number _____________________________
Filed with the Department of State on Feb. 05 1992
Entity Number 2075317
Acting /s/
------------------------------
Secretary of the Commonwealth
ARTICLES OF INCORPORATION
DSCB: 15-1306 (Rev 89)
Indicate type of domestic corporation (check one):
[X] Business-stock [ ] Professional
(15 Pa. C.S. Section 1306) (15 Pa. C.S. Section 2903)
[ ] Business-nonstock [ ] Management
(15 Pa. C.S. Section 2102 (15 Pa. C.S. Section 2701)
[ ] Business-statutory close [ ] Cooperative
(15 Pa. C.S. Section 2304a) (15 Pa. C.S. Section 7701)
1. The name of the corporation is: W & S ACQUISITION CORP.
This corporation is incorporated under the provisions of the Business
Corporation Law of 1988.
2. The address of this corporation's initial registered office in this
Commonwealth and the county of venue is:
(a) 2801 East Market Street
Number and Street
York Pennsylvania 17402 York
City State Zip County
(b) ___________________________________________________________________________
Name of Commercial Registered Office Provider
___________________________________________________________________________
County
For a corporation represented by a commercial registered office provider,
the county in (b) shall be deemed the county in which the corporation is
located for venue and official publication purposes.
3. The aggregate number of shares, authorized is: 1,000 Common
(other provisions, if any, attach 8 1/2 X 11 sheet)
4. The name and address, including street and number, if any, of the
incorporator is:
Name: Hedy Wheeler
Address: 15th & Chestnut Streets, 12th Floor
Philadelphia, Pennsylvania 19102
/s/ February 4, 1992
--------------------------------
Signature Date
5. The specified effective date, if any, is:
___________________________________________________________________________
month, day, year, hour, if any
6. Any additional provisions of the articles, if any, attach 8 1/2 X 11 sheet.
SEE BELOW
7. Statutory close corporation only: Neither the corporation nor any
shareholder shall make an offering of any of its shares of any class that
would constitute a "Public Offering" within the meaning of the Securities
Act of 1933 (15 U.S.C. Section 77A et seq).
8. Business Cooperative Corporations only: (Complete and strike out
inapplicable term) The common bond of membership among its
members/shareholders is: __________________________________________________
___________________________________________________________________________
9. The shareholders shall not have the right to cumulate their shares in
voting for the election of Directors.
10. The provisions of Sections 2541 through 2548 and 2551 through 2556 of the
Pennsylvania Business Corporation Law of 1988, as may be amended, shall not
apply to this corporation.
Microfilm Number _____________________________
Filed with the Department of State on Mar. 30 1992
Entity Number 2075317
/s/
- -------------------------------------
Secretary of the Commonwealth
ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
DSCB: 15-1915 (Rev 89)
In compliance with the requirements of 15 Pa. C.S. Section 1915 (relating
to articles of amendment), the undersigned business corporation, desiring to
amend its Articles, hereby states that:
1. The name of the corporation is: W & S ACQUISITION CORP.
2. The (a) address of this corporation's current registered office in this
Commonwealth or (b) commercial registered office provider and the county of
venue is (the Department is hereby authorized to correct the following
address to conform to the records of the Department):
(a) 2801 East Market Street York Pennsylvania York
Number and Street City State Zip County
(b) ___________________________________________________________________________
Name of Commercial Registered Office Provider County
For a corporation represented by a commercial registered office provider,
the county in (b) shall be deemed the county in which the corporation is
located for venue and official publication purposes.
3. The statute by or under which it was incorporated is:
Pennsylvania Business Corporation Law of 1988
4. The original date of its incorporation is: February 5, 1992
5. (Check, and if appropriate complete, one of the following):
[X] The amendment shall be effective upon filing these Articles of
Amendment in the Department of State.
[ ] The amendment shall be effective on: __________________
6. (Check one of the following):
[ ] The amendment was adopted by the shareholders pursuant to 15 Pa.C.S.
Section 1914(a) and (b).
[ ] The amendment was adopted by the board of directors pursuant to 15
Pa.C.S. Section 1914 (c).
7. (Check, and if appropriate complete, one of the following):
[X] The amendment adopted by the corporation, set forth in full, is as
follows:
RESOLVED, that Article 1. and Article 3. of the Articles of
Incorporation of the Corporation be and they hereby are amended to
read as follows:
"1. The name of the corporation is:
THE BON-TON STORES OF LANCASTER, INC."
"3. The aggregate number of shares authorized is: 1,000 Shares of
Common Stock, par value $0.01 per share."
[ ] The amendment adopted by the corporation as set forth in full in
Exhibit A, attached hereto and made a part hereof.
8. (Check if the amendment restates the Articles):
[ ] The restated Articles of Incorporation supersede the original Articles
and all amendments thereto.
IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be signed by a duly authorized officer thereof this 25th day of
March, 1992.
W & S ACQUISITION CORP.
(Name of Corporation)
By: /s/ MICHAEL L. GLEIM
------------------------------------
(Signature)
TITLE: President