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EXHIBIT 3.2
CERTIFICATE OF INCORPORATION
OF
JILL ACQUISITION SUB INC.
The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and acts
amendatory thereof and supplemental thereto, and known, as identified, and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:
FIRST: The name of the corporation (hereinafter called the
"corporation") is Jill Acquisition Sub Inc.
SECOND: The address, including street, number, city, and county, of
the registered office of the corporation in the State of Delaware is 1209 Orange
Street, Wilmington, Delaware 19801, County of New Castle; and the name of the
registered agent of the corporation in the State of Delaware at such address is
The Corporation Trust Company.
THIRD: The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.
FOURTH: The total number of shares of stock which the corporation
shall have authority to issue is one thousand, with a par value of $.01 per
share. All such shares are of one class and are shares of Common Stock.
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FIFTH: The name and the mailing address of the incorporator are as
follows:
NAME MAILING ADDRESS
Scott J. Depta Worldwide Plaza
825 Eighth Avenue
New York, NY 10019-7475
SIXTH: The corporation is to have perpetual existence.
SEVENTH: Whenever a compromise or arrangement is proposed between
this corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a
summary way of this corporation or of any creditor or stockholder thereof or on
the application of any receiver or receivers appointed for this corporation
under the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, aa the case may
be, to be summoned in such manner as the said court directs. If a majority
in number representing three fourths in value of the creditors or class of
creditors and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
EIGHTH: For the management of the business and for the conduct of
the affairs of the corporation, and in
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further definition, limitation, and regulation of the powers of the corporation
and of its directors and of its stockholders or any class thereof, as the case
may be, it is further provided:
1. The management of the business and the conduct of the affairs of
the corporation shall be vested in its Board of Directors. The number of
directors which shall constitute the whole Board of Directors shall be
fixed by, or in the manner provided in, the Bylaws. The phrase "whole
Board" and the phrase "total number of directors" shall be deemed to have
the same meaning, to wit, the total number of directors which the
corporation would have if there were no vacancies. No election of
directors need be by written ballot.
2. After the original or other Bylaws of the corporation have been
adopted, amended, or repealed, as the case may be, in accordance with the
provisions of Section 109 of the General Corporation Law of the State of
Delaware, and, after the corporation has received any payment for any of
its stock, the power to adopt, amend, or repeal the Bylaws of the
corporation may be exercised by the Board of Directors of the corporation;
provided, however, that any provision for the classification of directors
of the corporation for staggered terms pursuant to the provisions of
subsection (d)of Section 141 of the General Corporation Law of the State
of Delaware shall be set forth in an initial Bylaw or in a Bylaw adopted
by the stockholders entitled to vote of the corporation unless provisions
for such classification shall be set forth in this certificate of
incorporation.
3. Whenever the corporation shall be authorized to issue only one
class of stock, each outstanding share shall entitle the holder thereof to
notice of, and the right to vote at, any meeting of stockholders. Whenever
the corporation shall be authorized to issue more than one class of stock,
no outstanding share of any class of stock which is denied voting power
under the provisions of the certificate of incorporation
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shall entitle the holder thereof to the right to vote at any meeting of
stockholders except as the provisions of paragraph (2) of subsection (b)
of Section 242 of the General Corporation Law of the State of Delaware
shall otherwise require; provided, that no share of any such class which
is otherwise denied voting power shall entitle the holder thereof to vote
upon the increase or decrease in the number of authorized shares of said
class.
NINTH: The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by the provisions of paragraph
(7) of subsection (b) of Section 102 of the General Corporation Law of the State
of Delaware, as the same may be amended and supplemented.
TENTH: The corporation shall, to the fullest extent permitted by the
provisions of Section 145 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities, or other matters referred to
in or covered by said section, and the indemnification provided for herein shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any Bylaw, agreement,vote of stockholders or disinterested
directors or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such a
person.
ELEVENTH: From time to time any of the provisions of this
certificate of incorporation may be amended, altered, or repealed, and other
provisions authorized by the laws of the State of Delaware at the time in force
may be added or inserted in the manner and at the time prescribed by said laws,
and all rights at any time conferred upon the stockholders of the corporation by
this certificate of incorporation are granted subject to the provisions of this
Article ELEVENTH.
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THE UNDERSIGNED, the sole incorporator of the corporation, hereby
certifies under the penalty of perjury that the facts stated in this certificate
of incorporation are true as of this 25th day of February, 1999.
/s/ Scott J. Depta
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Scott J. Depta
Incorporator
CERTIFICATE OF MERGER
OF
JONES APPAREL GROUP HOLDINGS, INC.
WITH AND INTO
JILL ACQUISITION SUB INC.
Pursuant to Section 251 of the General Corporation Law of the State
of Delaware (the "DGCL"), Jill Acquisition Sub Inc., a Delaware corporation
("Jill"), hereby certifies as follows:
FIRST: The name and state of incorporation of each of the
constituent corporations to the merger (the "Constituent Corporations") are as
follows:
Name State of Incorporation
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Jill Acquisition Sub Inc. Delaware
Jones Apparel Group Holdings, Inc. Delaware
SECOND: An Agreement and Plan of Merger dated as of June 15, 1999
(the "Merger Agreement"), between Jill and Jones Apparel Group Holdings, Inc.,
a Delaware corporation, has been approved, adopted, certified, executed and
acknowledged by each of the Constituent Corporations in accordance with Section
251 of the DGCL and by the written consent of the sole stockholder of each such
Constituent Corporation in accordance with Section 228 of the DGCL.
THIRD; Jill shall be the surviving corporation of the merger (the
"Surviving Corporation").
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FOURTH: The Certificate of Incorporation of the Surviving
Corporation, as in effect immediately prior to the Effective Time (as defined
below), shall be the Certificate of Incorporation of the Surviving Corporation
until thereafter changed or amended as provided therein or by applicable law.
FIFTH: The executed Merger Agreement is on file at an office of the
Surviving Corporation, located at 250 Rittenhouse Circle, Keystone Park,
Bristol, PA 19007.
SIXTH: A copy of the Merger Agreement will be furnished by the
Surviving Corporation, on request and without cost, to any stockholder of either
Constituent Corporation.
SEVENTH: This Certificate of Merger, and the merger provided for
herein, shall become effective at the time this Certificate of Merger is filed
with the Delaware Secretary of State (the "Effective Time").
IN WITNESS WHEREOF, Jill Acquisition Sub Inc. has caused this
Certificate of Merger to be executed as of June 15, 1999.
JILL ACQUISITION SUB INC.,
by /s/ Ira M. Dansky
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Name: Ira M. Dansky
Title: Secretary
CERTIFICATE OF MERGER
OF
NINE WEST GROUP INC.
WITH AND INTO
JILL ACQUISITION SUB INC.
Pursuant to Section 251 of the General Corporation Law of the State
of Delaware (the "DGCL"), Jill Acquisition Sub Inc., a Delaware corporation and
a direct wholly owned subsidiary of Jones Apparel Group, Inc. ("Jill"), hereby
certifies as follows:
FIRST: The name and state of incorporation of each of the
constituent corporations to the merger (the "Constituent Corporations") are as
follows:
Name State of Incorporation
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Jill Acquisition Sub Inc. Delaware
Nine West Group Inc. Delaware
SECOND: An Agreement and Plan of Merger dated as of March 1, 1999
(the "Merger Agreement"), among Jones Apparel Group, Inc., a Pennsylvania
corporation, Jill and Nine West Group Inc., a Delaware corporation, has been
approved, adopted, certified, executed and acknowledged by each of the
Constituent Corporations in accordance with Section 251 of the DGCL and, in the
case of Jill Acquisition Sub Inc., by the written consent of the sole
stockholder thereof in accordance with Section 228 of the DGCL.
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THIRD: Jill shall be the surviving corporation of the merger (the
"Surviving Corporation").
FOURTH: The Certificate of Incorporation of the Surviving
Corporation, as in effect immediately prior to the Effective Time (as defined
below), shall be amended at the Effective Time so that Article FIRST thereof
reads in its entirety as follows: "FIRST: The name of the corporation
(hereinafter called the "corporation") is Jones Apparel Group Holdings, Inc.",
and, as so amended, such Certificate of Incorporation shall be the Certificate
of Incorporation of the Surviving Corporation until thereafter changed or
amended as provided therein or by applicable law.
FIFTH: The executed Merger Agreement is on file at an office of the
Surviving Corporation, located at 250 Rittenhouse Circle, Keystone Park,
Bristol, PA 19007.
SIXTH: A copy of the Merger Agreement will be furnished by the
Surviving Corporation, on request and without cost, to any stockholder of either
Constituent Corporation.
SEVENTH: This Certificate of Merger, and the merger provided for
herein, shall become effective at the time this Certificate of Merger is filed
with the Delaware Secretary of State (the "Effective Time").
IN WITNESS WHEREOF, Jill Acquisition Sub Inc. has caused this
Certificate of Merger to be executed as of June 15, 1999.
JILL ACQUISITION SUB INC.,
by /s/ Ira M. Dansky
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Name: Ira M. Dansky
Title: Secretary
CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT
It is hereby certified that:
1. The name of the corporation (hereinafter called the
"corporation") is
Jones Apparel Group Holdings. Inc.
2. The registered office of the corporation within the State of
Delaware is hereby changed to 1013 Centre Road, City of Wilmington 19805, County
of New Castle.
3. The registered agent of the corporation within the State of
Delaware is hereby changed to Corporation Service Company, the business office
of which is identical with the registered office of the corporation as hereby
changed.
4. The corporation has authorized the changes hereinbefore set forth
by resolution of its Board of Directors.
Signed on 10/21/99
/s/ Ira M. Dansky
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Name: Ira M. Dansky
Title : Secretary
CERTIFICATE OF OWNERSHIP AND MERGER
OF
NINE WEST GROUP INC.
(a Delaware corporation)
INTO
JONES APPAREL GROUP HOLDINGS, INC.
(a Delaware corporation)
It is hereby certified that:
1. Jones Apparel Group Holdings, Inc. (hereinafter sometimes
referred to as the "Corporation") is a business corporation of the State of
Delaware.
2. The Corporation is the owner of all of the outstanding shares of
the stock of Nine West Group, Inc., which is also a business corporation of the
State of Delaware.
3. On December 17,2002, the Board of Directors of the Corporation
adopted the following resolutions to merge Nine West Group, Inc. into the
Corporation:
RESOLVED, that Nine West Group Inc., a Delaware
corporation, be merged with and into the Corporation, on the
terms and conditions set forth in the Certificate of Ownership
and Merger, and attached hereto as Exhibit A, and such
Certificate of Ownership and Merger be, the same hereby is,
approved and adopted; and it is
RESOLVED, that the Board of Directors has determined
that it is advisable, desirable and in the best interests of
Nine West Group Inc. transfer to NW Secondary Corporation, a
New Jersey Corporation, effective January 1, 2003, the retail
assets and liabilities, which shall include all assets and
liabilities, except the wholesale assets and liabilities, as
well as the corporate headquarter lease for 1129 Westchester
Avenue, White Plains, New York (the "Wholesale Assets") and
the capital stock of the current subsidiaries of Nine West
Group Inc. Such transfer will be for an appropriate
consideration, pursuant to a Bill of Sale
and Assignment and Assumption Agreement by and between the
Nine West Group Inc. and NW Secondary Corporation; and it is
RESOLVED, that the Board of Directors has determined
that it is advisable, desirable and in the best interests of
Nine West Group Inc. to transfer to Nine West Footwear
Corporation, a Delaware Corporation, effective January 1,
2003, the Wholesale Assets. Such transfer will be for an
appropriate consideration, pursuant to a Bill of Sale and
Assignment and Assumption Agreement by and between Nine West
Group Inc. and Nine West Footwear Corporation; and it is
RESOLVED, that the appropriate officers of the
Corporation be, and they hereby individually are, authorized,
empowered and directed in the name and on behalf of the
Corporation to (i) execute and deliver the Certificate of
Ownership and Merger for filing with the Secretary of State of
the State of Delaware; (ii) cause to be executed and filed
and/or recorded the other documents prescribed by the laws of
the State of Delaware; and (iii) cause to be performed all
necessary acts within the jurisdiction of organization of this
Corporation and in any other appropriate jurisdiction; and it
is
RESOLVED, that the effective time of the Certificate of
Ownership and Merger setting forth a copy of these resolutions
shall be January 1, 2003, and that, insofar as the General
Corporation Law of the State of Delaware shall govern the
same, said time shall be the effective merger time.
Executed on December 17, 2002
JONES APPAREL GROUP HOLDINGS, INC.
By: /s/ Ira M. Dansky
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Ira M. Dansky
President
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CERTIFICATE OF OWNERSHIP AND MERGER
OF
JONES HOLDING CORP.
(a Delaware corporation)
INTO
JONES APPAREL GROUP HOLDINGS, INC.
(a Delaware corporation)
It is hereby certified that:
1. Jones Apparel Group Holdings, Inc. (hereinafter sometimes
referred to as the "Corporation") is a business corporation of the State of
Delaware.
2. The Corporation is the owner of all of the outstanding shares of
the stock of Jones Holding Corp., which is also a business corporation of the
State of Delaware.
3. On December 17, 2002, the Board of Directors of the Corporation
adopted the following resolutions to merge Jones Holding Corp. into the
Corporation:
RESOLVED, that Jones Holding Corp., a Delaware
corporation, be merged with and into the Corporation, on the
terms and conditions set forth in the Certificate of Ownership
and Merger, attached hereto as Exhibit A, and such Certificate
of Ownership and Merger be, and the same hereby is, approved
and adopted; and it is
RESOLVED, that all of the estate, property, rights,
privileges, powers and franchises of Jones Holding Corp., be
vested in, held and enjoyed by this Corporation as fully and
entirely and without change or diminution, as the same were
before held and enjoyed by Jones Holding Corp. in its name;
and it is
RESOLVED, that the appropriate officers of the
Corporation be, and they hereby individually are, authorized,
empowered and directed in the name and on behalf of the
Corporation to (i) execute and deliver the Certificate of
Ownership and Merger for filing with the
Secretary of State of the State of Delaware; (ii) cause to be
executed and filed and/or recorded the other documents
prescribed by the laws of the State of Delaware; and (iii)
cause to be performed all necessary acts within the
jurisdiction of organization of this Corporation and in any
other appropriate jurisdiction;and it is
RESOLVED, that this Corporation shall assume all of the
obligations of Jones Holding Corp.; and it is
RESOLVED, that the effective time of the Certificate of
Ownership and Merger setting forth a copy of these resolutions
shall be January 1, 2003, and that, insofar as the General
Corporation Law of the State of Delaware shall govern the
same, said time shall be the effective merger time.
Executed on December 17, 2002
JONES APPAREL GROUP HOLDINGS, INC.
By /s/ Ira M. Dansky
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Ira M. Dansky
President
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