EXHIBIT 3.9
ARTICLES OF INCORPORATION
The undersigned natural persons of the age of eighteen years or more
for the purpose of forming a corporation under The General and Business
Corporation Law of Missouri adopt the following Articles of Incorporation:
ARTICLE ONE
The name of the corporation is:
KIDNATION, INC.
ARTICLE TWO
The address, including street and number, if any, of the
corporation's registered office in this state is 8400 Maryland Avenue, St.
Louis, Missouri 63105; and the name of its agent at such address is Robert D.
Pickle.
ARTICLE THREE
The aggregate number, class and par value, if any, of shares which
the corporation shall have authority to issue shall be: two thousand (2,000)
common shares with a par value of One Dollar ($1.00).
ARTICLE FOUR
The name and place of residence of each incorporator is as follows:
NAME ADDRESS
M. S. Kinkead 906 Olive Street
St. Louis, MO 63101
S. L. Emerick 906 Olive Street
St. Louis, MO 63101
K. M. O'Connor 906 Olive Street
St. Louis, MO 63101
ARTICLE FIVE
The number of directors to constitute the board of directors is five
(5). Thereafter the number of directors shall be fixed by, or in the manner
provided in the bylaws. Any changes in the number will be reported to the
Secretary of State within thirty calendar days of such change.
ARTICLE SIX
The duration of the corporation is perpetual.
ARTICLE SEVEN
The corporation is formed for the following purposes:
The hold licenses under which footwear shall be manufactured and
sold.
To engage in any lawful act or activity for which corporations may
be organized under the General and Business Corporation Law of Missouri.
IN WITNESS WHEREOF, these Articles of Incorporation have been signed
this 17th day of November, 1993.
/s/ M. S. Kinkead
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M. S. Kinkead, Incorporator
/s/ S. L. Emerick
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S. L. Emerick, Incorporator
/s/ K. M. O'Connor
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K. M. O'Connor, Incorporator
AMENDMENT OF
ARTICLES OF INCORPORATION
Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned Corporation certifies the following:
1. The present name of the Corporation is KidNATION, Inc. The name under
which it was originally organized was KidNATION, Inc.
2. An amendment to the Corporation's Articles of Incorporation was adopted by
the shareholders on June 24, 1999.
3. Article Number one is amended to read as follows:
The name of the corporation is "Buster Brown & Co."
4. Of the two thousand (2,000) shares outstanding, all of such shares were
entitled to vote on such amendment.
The number of outstanding shares of any class entitled to vote thereon as
a class were as follows:
Class Number of Outstanding Shares
Common 2,000
5. The number of shares voted for and against the amendment was as follows:
Class No. Voted For No. Voted Against
Common 2,000 -0-
6. If the amendment changed the number or par value of authorized shares
having a par value, the amount in dollars of authorized shares having a
par value as changed is:
Not Applicable.
If the amendment changed the number of authorized shares without par
value, the authorized number of shares without par value as changed and
the consideration proposed to be received for such increased authorized
shares without par value as are to be presently issued are:
Not Applicable.
7. If the amendment provides for an exchange, reclassification, or
cancellation of issued shares, or a reduction of the number of authorized
shares of any class below the number of issued shares of that class, the
following is a statement of the manner in which such reduction shall be
effected:
Not Applicable.
IN WITNESS WHEREOF, the undersigned,Gary M. Rich, Vice President has
executed this instrument and its Vice President, General Counsel and Corporate
Secretary has affixed its corporate seal hereto and attested said seal on the
29th day of June, 1999.
[SEAL] KidNation, Inc.
ATTEST
/s/ Robert D. Pickle /s/ Gary M. Rich
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Robert D. Pickle, Secretary Gary M. Rich, Vice President