EXHIBIT 3(i)
CERTIFICATE OF INCORPORATION
OF
PIER 1 IMPORTS, INC.
The undersigned, in order to form a corporation for the purposes
hereinafter stated, under and pursuant to the provisions of the General
Corporation Law of the State of Delaware, does hereby certify as follows:
FIRST: The name of the corporation is
PIER 1 IMPORTS, INC.
SECOND: The registered office of the corporation is to be located at
1209 Orange Street, in the City of Wilmington in the County of New Castle, in
the State of Delaware. The name of its registered agent at such address is
The Corporation Trust Company.
THIRD: The purpose for which the corporation is formed is to engage in
any lawful act or activity for which a corporation may be organized under the
General Corporation Law of the State of Delaware.
FOURTH: The number of shares of stock which the corporation shall have
authority to issue is Twenty-Five Million (25,000,000) shares of Common Stock
having a par value of One Dollar ($1.00) per share and One Million
(1,000,000) shares of Preferred Stock having a par value of One Dollar
($1.00) per share.
The Board of Directors is authorized, subject to limitations prescribed
by law and the provisions of this Article FOURTH, to provide for the issuance
of the shares of Preferred Stock in one or more series, and by filing a
certificate pursuant to the applicable law of the State of Delaware, to
establish from time to time the number of shares to be included in each such
series, and to fix such voting powers, full or limited, or no voting powers,
and such designations, preferences and relative, participating, optional or
other special rights of the shares of such series, and the qualifications,
limitations or restrictions thereof.
The authority of the Board with respect to each series shall include,
but not be limited to, determination to the following:
(a) The number of shares constituting that series and the distinctive
designation of that series;
(b) The dividend rate on the shares of that series, whether dividends
shall be cumulative, and if so, from which date or dates, and the relative
rights of priority, if any, of payment of dividends on shares of that series;
(c) Whether that series shall be convertible into, or exchangeable of
any other class or series, and, if so, the terms and conditions of such
conversion or exchange, including provisions for adjustment of the conversion
or exchange rate in such events as the Board of Directors shall determine;
(d) The rights of the shares of that series in the event of voluntary
or involuntary liquidation, dissolution, distribution of assets or winding up
of the corporation, and the relative rights of priority, if any, of payment
of shares of that series;
(e) Whether or not the shares of that series shall be redeemable for
cash property or other rights, and, if so, the terms and conditions of such
redemption, including the date or dates upon or after which they shall be
redeemable;
(f) Whether that series shall have a sinking fund for the redemption
or purchase of shares of that series, and, if so, the terms and amount of
such sinking fund;
(g) Any other relative rights, preferences and limitations of that
series.
Dividends on outstanding shares of Preferred Stock shall be paid or
declared and set apart for payment, before any dividends shall be paid or
declared and set apart for payment, on the Common Stock with respect to the
same dividend period.
FIFTH: The name and address of the Sole Incorporator is as follows:
NAME ADDRESS
J. Rodney Lawrence Pier 1 Inc.
301 Commerce Street, Suite 600
Fort Worth, Texas 76102
SIXTH: The number of directors of the corporation shall be such as from
time to time shall be fixed by, or in the manner provided in, the bylaws.
Election of directors need not be by written ballot unless the bylaws so
provide.
SEVENTH: The corporation shall have the power, to the full extent
permitted by Section 145 of the General Corporation Law of the State of
Delaware, as amended from time to time, to indemnify each director, officer,
employee or agent who serves or has served the corporation and each director,
officer, employee or agent who serves or has served at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise.
EIGHTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to adopt, amend or
repeal the bylaws of the corporation.
NINTH: The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by law, and all rights and powers
conferred herein on stockholders, directors and officers are subject to this
reserved power.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
seal this 28th day of April, 1986.
/s/ J. Rodney Lawrence
Sole Incorporator
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
PIER 1 IMPORTS, INC.
Pier 1 Imports, Inc. (the "Company"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of the Company held
on March 25, 1987, resolutions were duly adopted setting forth the following
proposed amendments of the Certificate of Incorporation of the Company, and
directing that they be submitted to the stockholders at the next annual
meeting of stockholders:
A. That Article Seventh of the Company's Certificate of
Incorporation be amended to read as follows:
"SEVENTH: (a) Limitation on Certain Liability of Directors
and Officers. A director or officer of the corporation shall not
be personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director or
officer, except for liability (i) for any breach of the director's
or officer's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director or officer is found by
a court of law to have derived an improper personal benefit.
(b) Right to Indemnification. Each person who was or is
made a party or is threatened to be made a party to or is involved
in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she, or a person of whom he or she is
the legal representative, is or was a director or officer of the
corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official
capacity as a director, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or agent,
shall be indemnified and held harmless by the corporation to the
fullest extent authorized by the Delaware General Corporation Law,
as the same exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment permits
the corporation to provide broader indemnification rights than said
law permitted the corporation to provide prior to such amendment),
against all expense, liability and loss including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid
or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of his or her
heirs, executors and administrators; provided however, that, except
as provided in paragraph (c) hereof, the corporation shall
indemnify any such person seeking indemnification in connection
with a proceeding (or part thereof) initiated by such person only
if such proceeding (or part thereof) was authorized by the Board of
Directors of the corporation. The right to indemnification
conferred in this Article shall be a contract right and shall
include the right to be paid by the corporation the expenses
incurred in defending any such proceeding in advance of its final
disposition; provided however, that if the Delaware General
Corporation Law requires, the payment of such expenses incurred by
a director or officer in his or her capacity as a director or
officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including,
without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only upon
delivery to the corporation of an undertaking, by or on behalf of
such director or officer, to repay all amounts so advanced if it
shall ultimately be determined that such director or officer is not
entitled to be indemnified under this Article or otherwise. The
corporation may, by action of its Board of Directors, provide
indemnification to other employees or agents of the corporation
with the same scope and effect as the foregoing indemnification of
directors and officers.
(c) Right of Claimant to Bring Suit. If a claim under
paragraph (b) of this Article is not paid in full by the
corporation within forty-five days after a written claim has been
received by the corporation, the claimant may at any time
thereafter bring suit against the corporation to recover the unpaid
amount of the claim and, if successful in whole or in part, the
claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has
been tendered to the corporation) that the claimant has not met the
standards of conduct which make it permissible under the Delaware
General Corporation Law for the corporation to indemnify the
claimant for the amount claimed, but the burden of proving such
defense shall be on the corporation. Neither the failure of the
corporation (including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior to
the commencement of such action that indemnification of the
claimant is proper in the circumstances because he or she has met
the applicable standard of conduct set forth in the Delaware
General Corporation Law, nor an actual determination by the
corporation (including its Board of Directors, independent legal
counsel, or its stockholders) that the claimant has not met such
applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable
standard of conduct.
(d) Non-Exclusivity of Rights. The right to indemnification
and the payment of expenses incurred in defending a proceeding in
advance of its final disposition conferred in this Article shall
not be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the Certificate
of Incorporation, bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.
(e) Insurance. The corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or
agent of the corporation or another corporation, partnership, joint
venture, trust or other enterprise against any such expense,
liability or loss, whether or not the corporation would have the
power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law."
B. That the first paragraph of Article Fourth of the Company's
Certificate of Incorporation be amended to read as follows:
"FOURTH: The number of shares of stock which the corporation
shall have authority to issue is One Hundred Million (100,000,000)
shares of Common Stock having a par value of One Dollar ($1.00) per
share and Five Million (5,000,000) shares of Preferred Stock having
a par value of One Dollar ($1.00) per share."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, an annual meeting of the stockholders of the Company was duly
called and held on June 24, 1987 upon notice in accordance with Section 222
of the General Corporation Law of the State of Delaware, at which meeting the
necessary number of shares as required by statute were voted in favor of the
amendments.
THIRD: That such amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of the Company shall not be reduced under or
by reason of such amendments.
IN WITNESS WHEREOF, Pier 1 Imports, Inc. has caused this certificate to be
signed and attested by its duly authorized officers, this 1st day of July,
1987.
PIER 1 IMPORTS, INC.
By: /s/ Clark A. Johnson
Clark A. Johnson, President
ATTEST:
/s/ J. Rodney Lawrence
J. Rodney Lawrence, Secretary
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
PIER 1 IMPORTS, INC.
Pier 1 Imports, Inc., a Delaware corporation (the "Corporation"),
pursuant to Section 242 of the General Corporation Law of the State of
Delaware hereby certifies that:
FIRST: On August 6, 1987, the Board of Directors of the Corporation,
acting by unanimous consent in accordance with the General Corporation Law of
the State of Delaware and the By-laws of the Corporation, adopted the
following resolution setting forth and recommending a proposed amendment to
the Certificate of Incorporation of the Corporation, as amended by the
Certificate of Designation filed by the Corporation on February 17, 1987 with
respect to the Corporation's $.25 Preferred Stock:
RESOLVED, that the Board of Directors hereby adopts and declares
advisable the following amendments to the Company's Certificate of
Incorporation, as amended by the Certificate of Designation filed by the
Company on February 17, 1987 with respect to the Company's $.25 Preferred
Stock (the "Certificate of Designation"):
The designation of the Company's $.25 Preferred Stock is amended so
that it shall be "Formula Rate Preferred Stock," and the text of the
Certificate of Designation is amended to read in its entirety as
follows:
"RESOLVED: That pursuant to authority conferred upon the Board of
Directors by the Certificate of Incorporation of the Company, the Board
of Directors hereby authorizes the issuance of up to 5,000,000 shares of
the Preferred Stock of the Company, and hereby fixes the designation,
powers, preferences and relative, participating, optional or other
special rights, and the qualifications, limitations or restrictions
thereof, of such shares, in addition to those set forth in the
Certificate of Incorporation, as follows:
(a) The initial series of Preferred Stock shall be designated
Formula Rate Preferred Stock.
(b) The number of shares constituting the Formula Rate Preferred
Stock shall be 5,000,000 shares.
(c) The Formula Rate Preferred Stock shall have a Par value of
$1.00 Per share.
(d) In the event of a voluntary or involuntary liquidation,
dissolution, or winding up of the Company, the holders of Formula Rate
Preferred Stock shall be entitled to receive, out of the assets of the
Company, whether such assets are capital or surplus, an amount equal to
$.66 2/3 per share of Formula Rate Preferred Stock (the "Liquidation
Preference"), before any payment shall be made or any assets distributed
to the holders of Common Stock; provided, however, that in the event the
Company effects a stock split, either by way of a lawful stock dividend
to the holders of, or a reclassification of the shares of, the Formula
Rate Preferred Stock, then the amount of the Liquidation Preference per
share which the holders of the Formula Rate Preferred Stock shall be
entitled to receive shall be adjusted to be equal to the Liquidation
Preference then in effect for shares of Formula Rate Preferred Stock
multiplied by a fraction the numerator of which is the number of shares
of Formula Rate Preferred Stock outstanding immediately prior to the
distribution of shares (in the case of a stock split by way of a stock
dividend) or the effectiveness of the stock split (in the case of a
stock split by way of a reclassification of shares) and the denominator
of which is the number of shares of Formula Rate Preferred Stock
outstanding immediately after such stock split. If upon such
liquidation, dissolution, or winding up of the Company the assets thus
distributed among the holders of Formula Rate Preferred Stock shall be
insufficient to permit the payment to such stockholders of the full
preferential amounts aforesaid, then the entire assets of the Company
are to be distributed ratably among the holders of Formula Rate
Preferred Stock. After payment or distribution to the holders of
Formula Rate Preferred Stock of the full preferential amounts aforesaid,
the holders of Common Stock shall be entitled to receive, ratably, all
remaining assets of the Company. A consolidation or merger of the
Company with or into any other corporation or corporations, or a sale of
all or substantially all of the assets of the Company, shall not be
deemed to be a liquidation, dissolution, or winding up within the
meaning of this paragraph.
(e) The holders of the Formula Rate Preferred Stock shall be
entitled to receive, subject only to the availability of funds legally
available therefor, a cumulative annual cash dividend in the sum of
Sixteen and Two-Thirds Cents ($.16 2/3) per share, and no more, which
shall be payable in one or more installments, when and as may be
declared by the Board of Directors from time to time; provided, however,
that in the event the Company effects a stock split, either by way of a
lawful stock dividend to the holders of, or a reclassification of the
shares of, the Formula Rate Preferred Stock, then the amount of dividend
per share which the holders of the Formula Rate Preferred Stock shall be
entitled to receive shall be adjusted to be equal to the per share
dividend then in effect for shares of Formula Rate Preferred Stock
multiplied by a fraction the numerator of which is the number of shares
of Formula Rate Preferred Stock outstanding immediately prior to the
distribution of shares (in the case of a stock split by way of a stock
dividend) or the effectiveness of the stock split (in the case of a
stock split by way of a reclassification of shares) and the denominator
of which is the number of shares of Formula Rate Preferred Stock
outstanding immediately after such stock split. The resulting dividend
rate shall hereinafter be referred to as the "Formula Rate." Dividends
on the Formula Rate Preferred Stock shall begin to accrue at the Formula
Rate from and after the date upon which the shares of stock are
distributed (in the case of a stock split by way of a stock dividend) or
the reclassification becomes effective (in the case of a stock split by
way of reclassification of shares). In the event of any such adjustment
the Company shall (i) prepare a certificate setting forth the
calculation of the Formula Rate which certificate shall be kept by the
Secretary of the Company and made available to any holder of Formula
Rate Preferred Stock who requests such certificate, and (ii) notify
holders of such stock of the adjustment. The Formula Rate shall
continue in effect unless and until the Company effects another stock
split, in which case the Formula Rate shall be further adjusted pursuant
to the procedure set forth above. Except as provided in this
subparagraph (e), the holders of Formula Rate Preferred Stock shall not
be entitled to receive or participate in any cash dividends which may be
declared by the Board of Directors or paid by the Company.
(f) The holders of the Formula Rate Preferred Stock are entitled to
vote with the holders of the Common Stock as a single class, as follows:
1. On matters subject to a vote by holders of Common Stock the
holders of Formula Rate Preferred Stock shall be entitled to ten (10)
votes per share, voting as a single class together with the Common
Stock, which is entitled to one vote per share.
2. The affirmative vote of at least two-thirds of the shares of
the Formula Rate Preferred Stock, voting as a single class, shall be
required (i) to authorize, effect or validate any amendment, alteration
or repeal of any of the provisions of the Company's Certificate of
Incorporation which would adversely affect the preferences, special
rights or powers of the Formula Rate Preferred Stock (provided, however,
that an amendment that would authorize or create or increase the
authorized number of shares of any stock ranking junior to the Formula
Rate Preferred Stock shall not be deemed to adversely affect the
preferences, rights or powers of the Formula Rate Preferred Stock); or
(ii) to authorize, designate or create, or increase the authorized
number of shares of, any capital stock of the Company of any class or
series, or any security convertible into such capital stock, ranking
prior to the Formula Rate Preferred Stock as to dividends or rights upon
liquidation, dissolution or winding up. In addition, the affirmative
vote of the holders of at least a majority of the Formula Rate Preferred
Stock, voting as a single class, shall be required to authorize,
designate or create or increase the authorized number of shares of, any
class or series of capital stock of the Company or any security
convertible into capital stock of the Company of any class ranking on a
parity with the Formula Rate Preferred Stock as to dividends and
liquidation rights. No affirmative vote or consent of the holders of
the Formula Rate Preferred Stock is required for the creation,
designation or classification of, or an increase or decrease in the
number of shares of, Formula Rate Preferred Stock out of presently
authorized shares of Preferred Stock.
3. Whenever the cumulative annual dividend on the Formula Rate
Preferred Stock shall be in arrears for as much as one calendar year,
the number of directors of the Company shall be increased by two, and
the holders of the Formula Rate Preferred Stock shall have, in addition
to any other voting rights, the exclusive and special right, voting
separately as a class, to elect by the affirmative vote of the holders
of at least a majority of the Formula Rate Preferred Stock, two persons
to fill such newly created directorships. Whenever such right of the
holders of the Formula Rate Preferred Stock shall have vested, it may be
exercised initially either at a special meeting of such holders called
as provided below, or at any annual meeting of stockholders, and
thereafter at annual meetings of stockholders. This special voting
right shall continue until such time as all dividends accumulated on the
Formula Rate Preferred Stock shall have been paid in full, at which time
the special right shall terminate, subject to revesting in the event of
each and every subsequent default in an annual dividend which continues
for as much as one calendar year. For purposes only of this
subparagraph (3) of this paragraph (f), each holder of Formula Rate
Preferred Stock shall be entitled to cast one vote for each share of
Formula Rate Preferred Stock held by such holder. At any time when such
special voting power shall have vested in the holders of the shares of
Formula Rate Preferred Stock as provided in this subparagraph (3), a
proper officer of the Company shall, upon the written request of the
holders of record of at least 10% of the number of shares of Formula
Rate Preferred Stock at the time outstanding, addressed to the Secretary
of the Company, call a special meeting of the holders of shares of
Formula Rate Preferred Stock and of any other class of stock having
voting power, for the purpose of electing directors. Such meeting shall
be held at the earliest practicable date at the principal office of the
Company. If such meeting shall not be called by a proper officer of the
Company within 20 days after personal service of said written request
upon the Secretary of the Company, or within 20 days after mailing the
same within the United States of America by registered mail addressed to
the Secretary of the Company at its principal office, then the holders
of record of at least 10% of the number of shares of Formula Rate
Preferred Stock at the time outstanding may designate in writing one of
their numbers to call such meeting at the expense of the Company, and
such meeting may be called by such person so designated upon the notice
required for annual meetings of stockholders and shall be held at said
principal office. Any holder of shares of Formula Rate Preferred Stock
so designated shall have access to the stock books of the Company for
the purpose of causing meetings of stockholders to be called pursuant to
these provisions. Notwithstanding the provisions of this subparagraph
(3), no such special meeting shall be called during the 90 days
immediately preceding the date fixed for the next annual meeting of
stockholders. At any meeting held for the purpose of electing directors
at which the holders of shares of Formula Rate Preferred Stock shall
have the special right, voting separately as a class, to elect directors
as provided in this subparagraph (3), the presence, in person or by
proxy, of the holders of a majority of the number of shares of Formula
Rate Preferred Stock at the time outstanding shall be required to
constitute a quorum of such class for the election of any director by
the holders of the Formula Rate Preferred Stock as a class, each share
of Formula Rate Preferred Stock counting, for purposes only of
determining the presence of such a quorum, as one share of Formula Rate
Preferred Stock. At any such meeting or adjournment thereof, (i) the
absence of a quorum of Formula Rate Preferred Stock shall not prevent
the election of the directors other than the two directors to be elected
by the holders of shares of Formula Rate Preferred Stock voting as a
class and the absence of a quorum for the election of such other
directors shall not prevent the election of the directors to be elected
by holders of shares of Formula Rate Preferred Stock voting as a class
and (ii) in the absence of either or both such quorums, a majority of
the holders present in person or by proxy of the stock or stocks which
lack a quorum shall have power to adjourn the meeting for the election
of directors which they are entitled to elect from time to time, without
notice other than announcement at the meeting, until a quorum shall be
present. During any period the holders of shares of Formula Rate
Preferred Stock have the right to vote as a class for the directors as
provided in this subparagraph (3), the directors so elected by the
holders of the Formula Rate Preferred Stock shall continue in office
until termination of the right of the holders of the Formula Rate
Preferred Stock to vote as a class for two directors, and any vacancies
in the Board of Directors shall be filled only by vote of a majority
(which majority may consist of only a single director) of the remaining
directors theretofore elected by the class or classes of stock which
elected the director whose office shall have become vacant.
(g) The Company shall have the right, but not the obligation, to
redeem on or at any time after February 1, 1990 (the date on which the
Company gives notice for such redemption is called the "Redemption
Date") all, but not less than all, of the shares of the Formula Rate
Preferred Stock which are issued and outstanding as of the Redemption
Date, upon the payment of the sum of $1.66 2/3 in cash for each
outstanding share of the Formula Rate Preferred Stock (the "Redemption
Price"); provided, however, that in the event the Company effects a
stock split, either by way of lawful stock dividend to the holders of,
or a reclassification of the shares of, the Formula Rate Preferred
Stock, then the Redemption Price shall be adjusted to an amount per
share equal to ten (10) times the Formula Rate, as determined pursuant
to the procedure set forth in paragraph (e) of this Certificate of
Designation, such adjusted Redemption Price to take effect from and
after the date upon which such Formula Rate shall take effect. In the
event of any such adjustment the Company shall (i) prepare a certificate
setting forth the calculation of the adjusted Redemption Price, which
certificate shall be kept by the Secretary of the Company and made
available to any holder of Formula Rate Preferred Stock who requests
such certificate, and which may be set forth in the same certificate as
required by paragraph (e) of this Certificate of Designation, and (ii)
notify holders of such stock of the adjustment. Payment of the
Redemption Price shall be made within 30 days following the Redemption
Date to the holders of record as of the Redemption Date.
(h) On the Redemption Date the Company shall, and before such
Redemption Date the Company may, deposit for the pro rata benefit of the
holders of the shares of the Formula Rate Preferred Stock so called for
redemption the funds necessary for such redemption with a bank or trust
company in the Borough of Manhattan, The City of New York having a
capital and surplus of at least $50,000,000. Any monies so deposited by
the Company and unclaimed at the end of five years from the Redemption
Date shall revert to the general funds of the Company. After such
reversion, any such bank or trust company shall, upon demand, pay over
to the Company such unclaimed amounts and thereupon such bank or trust
company shall be relieved of all responsibility in respect thereof to
such holder and such holder shall look only to the Company for the
payment of the Redemption Price. Any interest accrued on funds so
deposited pursuant to this paragraph (h) shall be paid from time to time
to the Company for its own account.
(i) Upon the deposit of funds pursuant to paragraph (h) in respect
of shares of the Formula Rate Preferred Stock called for redemption,
notwithstanding that any certificates for such shares shall not have
been surrendered for cancellation, the shares represented thereby shall
no longer be deemed outstanding, the rights to receive any dividends
thereon shall cease to accrue from and after the Redemption Date and all
rights of the holders of the shares of the Formula Rate Preferred Stock
called for redemption shall cease and terminate, excepting only the
right to receive the Redemption Price therefor.
(j) In order to conform the dividend rights of the holders of the
shares of $.25 Preferred Stock, as amended by the foregoing paragraphs
of this Certificate, to the intention of the Board of Directors in
declaring a stock split by way of a stock dividend to holders of the
Common and Preferred Stock of the Company payable on July 2, 1987 to
holders of record as of June 24, 1987, dividends, if any, which may have
accrued (but which have not been declared) on shares of $.25 Preferred
Stock at any rate in excess of $.16 2/3 per share per annum between July
2, 1987, and the date the amendments to the Certificate effected by
these resolutions become effective shall be, and they hereby are,
cancelled."
FURTHER RESOLVED, that, pursuant to Section 242 of the Delaware
General Corporation Law, the proper officers of the Corporation are
hereby authorized and directed to cause the amendment to the Certificate
of Incorporation of the Corporation, as amended by the Certificate of
Designation, proposed to be adopted by the preceding resolution (the
"Proposed Amendment") to be submitted to the stockholders of the
Corporation at the next Annual Meeting of the stockholders of the
Corporation for the purpose of voting to approve or disapprove the
Proposed Amendment; provided, however, that the Proposed Amendment need
not be submitted to such a vote if, prior to said Annual Meeting, the
Proposed Amendment shall have been adopted by the written consent of the
stockholders of the Corporation pursuant to Section 228 of the Delaware
General Corporation Law.
FURTHER RESOLVED, that, if the Proposed Amendment shall be approved
and adopted by the stockholders of the Corporation in accordance with
the immediately preceding resolution, the proper officers of the
Corporation be, and they hereby are, authorized and directed to make and
execute a Certificate of Amendment to the Certificate of Incorporation
of the Corporation, setting forth the resolution to so amend the
Certificate of Incorporation and certifying that said resolution has
been duly adopted in accordance with the provisions of Section 242 of
the Delaware General Corporation Law, and to cause the same to be filed
with the Secretary of State of the State of Delaware and a certified
copy recorded in the Office of the Recorder of Deeds of New Castle
County, and to do all acts and things whatsoever, whether within or
without the State of Delaware, which may be necessary or proper to
effect said amendment.
SECOND: Thereafter the foregoing proposed amendment was approved by the
written consent of the holders of more than 50% of the voting power of the
Common Stock, par value $1.00 per share and the $.25 Preferred Stock, par
value $1.00 per share (the "Preferred Stock"), of the Corporation, voting
together as a single class, and by the written consent of the holders of more
than 66 1/3% of the Preferred Stock of the Corporation, voting separately as
a class, pursuant to Section 228 of the General Corporation Law of the State
of Delaware.
THIRD: The foregoing amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, Pier 1 Imports, Inc., has caused this Certificate of
Amendment to be duly executed this 29th day of October, 1987.
PIER 1 IMPORTS, INC.
By: /s/ R. G. Herndon
Senior Vice President
ATTEST:
/s/ J. Rodney Lawrence
Secretary
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
PIER 1 IMPORTS, INC.
PIER 1 IMPORTS, INC., organized and existing under the General
Corporation Law of the State of Delaware, does hereby certify:
FIRST: That at a meeting of the Board of Directors of the corporation
held on March 15, 1995, the Board duly adopted a resolution declaring
advisable the following amendment to the Certificate of Incorporation of the
corporation and directing that the amendment be submitted to the stockholders
of the corporation at the next annual meeting of stockholders:
The first paragraph of Article Fourth of the corporation's
Certificate of Incorporation be amended to read as follows:
"FOURTH: The number of shares of stock which the
corporation shall have authority to issue is two hundred
million (200,000,000) shares of Common Stock having a par
value of one dollar ($1.00) per share and five million
(5,000,000) shares of Preferred Stock having a par value
of one dollar ($1.00) per share."
SECOND: That such amendment was duly adopted in accordance with Section
242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the corporation has caused this certificate to be
executed by its duly authorized officer this 22nd day of June, 1995.
PIER 1 IMPORTS, INC.
By: /s/ J. Rodney Lawrence
J. Rodney Lawrence
Senior Vice President