EXHIBIT 3.5
CERTIFICATE OF INCORPORATION
OF
MELRU CORPORATION
* * * * *
To: The Secretary of State
State of New Jersey
THE UNDERSIGNED of the age of eighteen years or over, for the
purpose of forming a corporation pursuant to the provisions of Title 14A,
Corporations, General, of the New Jersey Statutes, do hereby execute the
following Certificate of Incorporation:
FIRST: The name of the corporation is:
MELRU CORPORATION
SECOND: The purpose or purposes for which the corporation is
organized are:
To engage in any activity within the lawful business purposes for
which corporations may be organized under the New Jersey Business Corporation
Act.
THIRD: The aggregate number of shares which the corporation shall
have authority to issue is One Thousand (1,000) of the par value of One Dollar
($1.00) each.
FOURTH: The address of the corporation's initial registered office
is 28 West State Street, Trenton, New Jersey, 08608, and the name of the
corporation's initial registered agent at such address is The Corporation Trust
Company.
FIFTH: The number of directors constituting the initial board of
directors shall be Two (2), and the names and addresses of the directors are as
follows:
NAMES ADDRESSES
Sidney Kimmel 191 Presidential Blvd
Bala Cynwyd, PA 19004
Gerard F. Rubin 10 North Ward Avenue
Rumson, N.J. 07760
SIXTH: The names and addresses of the incorporators are as follows:
NAMES ADDRESSES
Timothy F. O'Connell 123 South Broad Street
Philadelphia, PA 19109
B.J. Verdon 123 South Broad Street
Philadelphia, PA 19109
IN WITNESS WHEREOF, we, the incorporators of the above named
corporation, have hereunto signed this Certificate of Incorporation on the 14th
day of July, 1983.
/s/ Timothy F. O'Connell
--------------------------------
Timothy F. O'Connell
/s/ B.J. Verdon
--------------------------------
B.J. Verdon
CERTIFICATE OF AMENDMENT TO THE CERTIFICATE
OF INCORPORATION
OF
MELRU CORPORATION
--------------------------------------------
(For use by Domestic Corporations only)
To: The Department of the Treasury
State of New Jersey
Pursuant to the provisions of Section 14A:7-2(2) of the New Jersey
Business Corporation Act, the undersigned corporation executes the following
Certificate of Amendment to its Certificate of Incorporation:
1. The name of the Corporation is Melru Corporation.
2. The following is a copy of a resolution duly adopted by the Board
of Directors of the corporation on December 9, 2002, pursuant to authority
conferred upon the said Board of Directors by the Certificate of Incorporation:
Resolved, that Article First of the Certificate of Incorporation be
amended to read as follows:
FIRST: The name of the corporation is Jones Retail Corporation.
Dated this 12th day of December, 2002.
MELRU CORPORATION
/s/ Patrick M. Farrell *
By: ----------------------------------------------
(signature)
______________________________________________
Patrick M. Farrell, Vice President/Finance
and Administration
CERTIFICATE OF MERGER
OF
NW SECONDARY CORPORATION
AND
JONES RETAIL CORPORATION
To the Department of the Treasury
State of New Jersey
Pursuant to the provisions of Section 14A:10-4.1 of the New Jersey Business
Corporation Act, it is hereby certified that:
1. The names of the merging corporations are NW Secondary Corporation,
which is a business corporation of the State of New Jersey and Jones Retail
Corporation, which is a business corporation of the State of New Jersey.
2. The following is the Plan of Merger for merging NW Secondary
Corporation with and into Jones Retail Corporation as approved by the directors
and the shareholders entitled to vote of each of said merging corporations.
3. The number of shares of NW Secondary Corporation which were entitled to
vote at the time of the approval of the Plan of Merger by its shareholders is
100, all of which are of one class.
All of the shareholders entitled to vote of the aforesaid corporation
approved the Plan of Merger pursuant to their written consents without a meeting
of shareholders; and the number of shares represented by such consents is 100.
The date of said consents and approval was December 17, 2002.
4. The number of shares of Jones Retail Corporation which were entitled to
vote at the time of the approval of the Plan of Merger by its shareholders is
100, all of which are of one class.
All of the shareholders entitled to vote of the aforesaid corporation
approved the Plan of Merger pursuant to their written consents without a meeting
of shareholders; and the number of shares represented by such consents is 100.
The date of said consents and approval was December 17, 2002.
5. Jones Retail Corporation will continue its existence as the surviving
corporation under its present name, pursuant to the provisions of the New Jersey
Business Corporation Act.
6. The merger herein provided for shall become effective on January
1, 2003.
Executed on December 17, 2002.
NW SECONDARY CORPORATION
By: /s/ Ira M. Dansky
-------------------------------------
Ira M. Dansky
President
JONES RETAIL CORPORATION
By: /s/ Stephen Troy
-------------------------------------
Stephen Troy
Vice President