EXHIBIT 3.4(a)
STATE OF ALABAMA
DOMESTIC FOR-PROFIT CORPORATION
ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION GUIDELINES
INSTRUCTIONS
STEP 1: IF CHANGING THE CORPORATION'S NAME, CONTACT THE OFFICE OF THE
SECRETARY OF STATE AT (334) 242-5324 TO RESERVE A CORPORATE NAME.
STEP 2: FILE THE ORIGINAL AND TWO COPIES IN THE JUDGE OF PROBATE'S OFFICE
WHERE THE ORIGINAL ARTICLES OF INCORPORATION ARE FILED. (IF THE
AMENDMENT CHANGES THE NAME, THE CERTIFICATE OF NAME RESERVATION
MUST BE ATTACHED.) IF CHANGING THE NAME, THE SECRETARY OF STATE'S
FILING FEE IS $10. TO VERIFY JUDGE OF PROBATE FILING, PLEASE
CONTACT THE JUDGE of PROBATE'S OFFICE.
PURSUANT TO THE PROVISIONS OF THE ALABAMA BUSINESS CORPORATION ACT, THE
UNDERSIGNED HEREBY ADOPTS THE FOLLOWING ARTICLES OF AMENDMENT.
Article I The name of the corporation:
Parisian. Inc.
Article II The following amendment was adopted in the manner provided for
by the Alabama Business Corporation Act:
The name of the corporation is: Carson Pirie Scott, Inc.
Article III The amendment was adopted by the shareholders or directors in
the manner prescribed by law on March 6, 2006.
Article IV The number of shares outstanding at the time of the adoption
was -100-; the number of shares entitled to vote thereon was
-100-. If the shares of any class are entitled to vote thereon as
a class, list the designation and number of outstanding shares
entitled to vote thereon of each such class:
__________________________________________________________________
Article V The number of shares voted for the amendment was -100- and the
number of shares voted against such amendment was -0-. (If no
shares have been issued attach a written statement to that
effect.)
Date: 3/6/2006 James H. Baireuther, Senior Vice
President and Chief Administrative
Officer
/s/ JAMES H. BAIREUTHER
----------------------------------------
Signature of Officer
Printed Name and Business Address of Person Preparing this Document:
Jennifer Dombrowski
Wolf, Block, Schorr and Solis-Cohen, LLP
1650 Arch Street, 22nd FL
Philadelphia, PA 19103
ARTICLES OF RESTATEMENT OF THE
ARTICLES OF INCORPORATION
OF
PARISIAN, INC.
(the "Corporation")
Pursuant to the provisions of Sections 10-2B-10.01 through 10.09 of the
Code of Alabama 1975, as amended, the undersigned Corporation hereby adopts the
following Articles of Restatement to its Articles of Incorporation:
FIRST: The name of the Corporation is Parisian, Inc.
SECOND: The Amended and Restated Articles of Incorporation, attached hereto
as Exhibit A and incorporated herein by this reference, are hereby adopted as
the Articles of Incorporation of the Corporation.
THIRD: The restatement contains amendments to the Articles of Incorporation
requiring shareholder approval. The restatement was duly adopted by the
unanimous written consent of the sole shareholder of the Corporation as of
February 28, 2006. The number of shares of each voting group outstanding, the
number of shares of each voting group entitled to vote on such amendments, and
the number of shares entitled to vote as a voting group on such amendments at
the time of this adoption were as follows:
Voting Outstanding Shares Outstanding Shares Entitled
Group Entitled to Vote to Vote as a Voting Group
------ ------------------ ---------------------------
Common Stock 100 100
FOURTH: The number of shares of each voting group entitled to vote on the
amendments which voted FOR and AGAINST the amendments, and which voted FOR and
AGAINST the amendments as a voting group was as follows:
Numbers of Shares Voted
as a Voting Group
Voting Total Voted Total Voted -----------------------
Group FOR AGAINST FOR AGAINST
- ----- ----------- ----------- --- -------
Common 100 -0- 100 -0-
FIFTH: The restatement was duly adopted by the unanimous written consent of
the Board of Directors of the Corporation as of February 28, 2006.
IN WITNESS WHEREOF, the Corporation has caused these Articles of
Restatement to
be executed in its name and on its behalf by the undersigned, thereunto duly
authorized, as of February 28, 2006.
PARISIAN, INC.
By: /s/ George W. Carlis
------------------------------------
Its: Senior Vice President and Assistant
Secretary
This instrument prepared by:
W. Clark Goodwin
MAYNARD, COOPER & GALE, P.C.
2400 AmSouth/Harbert Plaza
1901 Sixth Avenue North
Birmingham, Alabama 35204
(205) 254-1000
2
EXHIBIT A
AMENDED AND RESTATED ARTICLES OF INCORPORATION
(see attached)
A-1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
PARISIAN, INC.
For the purpose of amending and restating its Articles of Incorporation
pursuant to Section 10-2B-10.07 of the Alabama Business Corporation Act and any
act amendatory thereof, supplementary thereto or substituted therefor
(hereinafter referred to as the "Act"), the undersigned does hereby sign and
adopt these Amended and Restated Articles of Incorporation ("Articles").
1. The name of the Corporation is Parisian, Inc.
2. The number of shares of capital stock the corporation is authorized to
issue is 100 shares of common stock, par value $.0l per share.
3. The street address of the corporation's registered office is 57 Adams
Avenue, Montgomery, AL 36104-4001, and the name of its registered agent at that
office is CSC Lawyers Incorporating Service, Inc.
4. The number of directors of the corporation shall be not less than one
and no more than nine, the exact number of directors within such minimum and
maximum limitations to be fixed from time to time by the board of directors
pursuant to a resolution adopted by a majority of the entire board of directors.
5. The purposes, objects and powers of the Corporation are:
(a) To engage in any lawful business, act or activity for which a
corporation may be organized under the Act, it being the purpose and intent of
this Article 5 to invest the Corporation with the broadest purposes, objects and
powers lawfully permitted a corporation formed under the Act.
(b) To carry on any and all aspects, ordinary or extraordinary, of any
lawful business and to enter into and carry out any transaction, ordinary or
extraordinary, permitted by law, having and exercising in connection herewith
all powers given to corporations by the Act and all other applicable laws of the
State of Alabama.
(c) Without limiting the scope and generality of the foregoing, the
Corporation shall have the following specific purposes, objects and powers:
(1) To establish, purchase, acquire, own, operate and manage,
directly or indirectly, wholesale and retail stores for the manufacture,
marketing, distribution, purchase, sale and dealing in of consumer goods and
services, wares, clothing, apparel and other merchandise or goods and services
of any nature or description; to sell or otherwise dispose of, directly or
indirectly, consumer goods and services, wares, clothing, apparel and other
merchandise or goods and services which usually and customarily are or can be
disposed of by sale; to conduct and carry on, directly or indirectly, all or any
part of the business of a merchant in consumer goods and services, wares,
clothing, apparel and other merchandise or goods and
services; to acquire, purchase, invest in or engage in, directly or indirectly,
a business combination or joint venture with (however any of the foregoing may
be structured) any person, partnership, limited liability company or other
entity engaged in whole or in part in any of the foregoing; and to engage in any
financing or other transactions necessary, appropriate, incident or convenient
to effect any of the purposes for which the Corporation is organized;
(2) To sue and be sued, complain and defend in its corporate
name;
(3) To have a corporate seal, which may be altered at will, and
to use it, or a facsimile of it, by impressing or affixing it or in any manner
reproducing it;
(4) To make and amend Bylaws, not inconsistent with the Articles
or with the laws of this state, for managing the business and regulating the
affairs of the Corporation;
(5) To purchase, receive, lease, or otherwise acquire, and own,
hold, improve, use, and otherwise deal with, real or personal property, or any
legal or equitable interest in property, wherever located; and to invest and own
interests in entities doing the same and to engage in all activities and
endeavors related to, necessary for or arising from the foregoing;
(6) To sell, convey, mortgage, pledge, lease, exchange, and
otherwise dispose of all or any part of its property;
(7) To purchase, receive, subscribe for, or otherwise acquire;
own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of; and
deal in and with shares or other interests in, or obligations of, any other
entity;
(8) To make contracts, including guaranty and suretyship
contracts and indemnity agreements, incur liabilities, borrow money, issue its
notes, bonds, and other obligations (which may be convertible into or include
the option to purchase other securities of the Corporation), secure any of its
obligations (or the obligations of others for whom it can make guarantees,
whether or not a guarantee is made) by mortgage or pledge of or creation of
security interests in any of its property, franchises, or income, and without
limiting the generality of the foregoing;
(9) To make contracts of guaranty and suretyship and indemnity
agreements that are necessary or convenient to the conduct, promotion or
attainment of the business of the Corporation;
(10) To make contracts of guaranty and suretyship and indemnity
agreements that are necessary or convenient to the conduct, promotion or
attainment of the business of
(i) An entity that is wholly owned, directly or indirectly,
by the Corporation, or
(ii) A person that owns, directly or indirectly, all of the
outstanding stock of the Corporation, or
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(iii) An entity that is wholly owned, directly or
indirectly, by a person that owns, directly or indirectly, all of the
outstanding stock of the Corporation;
(11) To lend money, invest and reinvest its funds, and receive
and hold real and personal property as security for repayment;
(12) To be a promoter, incorporator, partner, member, trustee,
associate, or manager of any domestic or foreign corporation, partnership, joint
venture, trust, or other entity;
(13) To conduct its business, locate offices, and exercise the
powers granted by the Alabama Business Corporation Act within or without this
state;
(14) To elect directors and appoint officers, employees, and
agents of the Corporation, define their duties, fix their compensation, and lend
them money and credit;
(15) To pay pensions and establish pension plans, pension trusts,
profit sharing plans, share bonus plans, share option plans, or other welfare,
benefit or incentive plans for any or all of its current, future, or former
directors, officers, employees, and agents;
(16) To make donations for the public welfare or for charitable,
scientific, or educational purposes;
(17) To transact any lawful business that will aid governmental
policy; and
(18) To make payments or donations, or do any other act, not
inconsistent with law, that furthers the business and affairs of the
Corporation.
All words, phrases and provisions in this Article 5 are used in their broadest
sense, are not limited by reference to, or inference from, any other words,
phrases or provisions and shall be so construed. For purposes of these Articles,
the term "person" includes any individual or entity.
6. A director of the corporation shall not be liable to the corporation or
its shareholders for money damages for any action taken, or failure to take
action, as a director, except for (i) the amount of a financial benefit received
by such director to which such director is not entitled; (ii) an intentional
infliction of harm by such director on the corporation or its shareholders;
(iii) a violation of Section 10-2B-8.33 of the Alabama Business Corporation Act
or any successor provision to such section; (iv) an intentional violation of
such director of criminal law; or (v) a breach of such director's duty of
loyalty to the corporation or its shareholders. If the Alabama Business
Corporation Act, or any successor statute thereto, is hereafter amended to
authorize the further elimination or limitation of the liability of a director
of a corporation, then the liability of a director of the corporation, in
additional to the limitations on liability provided herein, shall be limited to
the fullest extent permitted by the Alabama Business Corporation Act, as
amended, or any successor statute thereto. Any repeal or modification of this
provision by the shareholders of the corporation shall be prospective only and
shall not adversely affect any limitation on the liability of a director of the
corporation existing at the time of such repeal or modification.
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7. No shareholder shall have a preemptive right to purchase shares of any
class of capital stock of the corporation, including treasury shares.
IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed as
of February 28, 2006.
PARISIAN, INC.
By: /s/ GEORGE W. CARLIS
------------------------------------
Its: Senior Vice President and Assistant
Secretary
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