The Commonwealth of Massachusetts
Secretary of the Commonwealth
State House, Boston, Massachusetts 02133
[LOGO] William Francis Galvin
Secretary of the
Commonwealth
September 13, 1996
TO WHOM IT MAY CONCERN:
I hereby certify that according to the records of this office
TWCC Holdings Company, Inc.
is a domestic corporation organized on September 13, 1996, under the General
Laws of the Commonwealth of Massachusetts.
I further certify that there are no proceedings presently pending under
the Massachusetts General Laws Chapter 156B section 101 for said corporations
dissolutions; that articles of dissolution have not been filed by said
corporation; that, said corporation has filed all annual reports, and paid all
fees with respect to such reports, and so far as appears of record said
corporation has legal existence and is in good standing with this office.
[SEAL] In testimony of which, I have hereunto affixed the Great
Seal of the Commonwealth on the date first above
written.
/s/ William Francis Galvin
Secretary of the Commonwealth
* This is not a tax clearance. Certificates certifying that all taxes due
and payable by the corporation have been paid or provided for are issued by the
Department of Revenue.
** MGL Chapter 156B Section 83A provides that certain consolidations and
mergers may be filed with the division within thirty days after the effective
date of the merger or consolidation.
- ---------- The Commonwealth of Massachusetts
Examiner William Francis Galvin
Secretary of the Commonwealth
One Ashton Place, Boston, Massachusetts 02108-1512
ARTICLES OF ORGANIZATION
(General Laws, Chapter 156B)
ARTICLE I
- ---------- The exact name of the corporation is:
Name
Approved TWCC Holdings Company, Inc.
ARTICLE II
The purpose of the corporation is to engage in the following
business activities:
To be the holding company of TWCC Acquisition Corp. which will
manufacture, produce, buy, sell, export, import, and otherwise
deal in or purchase a company that manufactures, produces,
buys, sells, exports, imports and otherwise deals in any and
all kinds of merchandise, yarns, threads, textile fabrics,
clothing, underclothing, wearing apparel of every kind, all
articles, materials and supplies used or capable of being used
in such manufacture or dealing, the products and by-products
of the same, and all equipment and materials necessary or
useful in manufacturing or marketing merchandise and all,
other related businesses permitted under Chapter 156B of the
Massachusetts General Laws.
C [ ]
P [ ]
M [ ]
R.A. [ ]
Note: If the space provided under any article or item on this
form is insufficient, additions shall be set forth on one side
only of separate 8 1/2 x 11 sheets of paper with a left margin
- ---------- of at least 1 inch. Additions to more than one article may be
P.C. made on a single sheet so long as each article requiring each
addition is clearly indicated.
ARTICLE III
State the total number of shares and par value, if any, of each class of stock
which the corporation is authorized to issue.
- --------------------------------------------------------------------------------
WITHOUT PAR VALUE WITH PAR VALUE
- --------------------------------------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- --------------------------------------------------------------------------------
Common: Common: 1,000 .01
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Preferred: Preferred:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ARTICLE IV
If more than one class of stock is authorized, state a distinguishing
designation for each class. Prior to the issuance of any shares of a class, if
shares of another class are outstanding, the corporation must provide a
description of the preferences, voting powers, qualifications, and special or
relative rights or privileges of that class and of each other class of which
shares are outstanding and of each series then established within any class.
None
ARTICLE V
The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are:
None
ARTICLE VI
** Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:
None
**If there are no provisions state "None."
Note: The preceding six (6) articles are considered to be permanent and may ONLY
be changed by filing appropriate Articles of Amendment.
ARTICLE VII
The effective date of organization of the corporation shall be the date approved
and filed by the Secretary of the Commonwealth. If a later effective date is
desired, specify such date which shall not be more than thirty days after the
date of filing.
ARTICLE VIII
The Information contained in Article VIII is not a permanent part of the
Articles of Organization.
a. The street address of the principal office of the corporation in
Massachusetts is: (post office boxes are not acceptable)
c/o Precision Corporate Services, Inc. 18 Tremont Street, Suite 146
Boston, MA 02108
b. The name, residential address and post office address of the directors and
officers of the corporation are as follows:
NAME RESIDENTIAL ADDRESS POST OFFICE ADDRESS
President Christopher J. O'Brien 320 Cognewaugh Rd., Cos Cob CT 06807
Treasurer Robert G. Sharp 401 East 80th Street; New York, New York
10021
Clerk Robert G. Sharp 401 East 80th Street; New York, New York
10021
Directors Christopher J. O'Brien 320 Cognewaugh Rd., Cos Cob CT 06807
Robert G. Sharp 401 East 80th Street; New York, New York
10021
c. The fiscal year (i.e., tax year) of the corporation shall end on the last
day of the month of:
December
d. The name and business address of the resident agent of the corporation, if
any, is:
Precision Corporate Services, Inc.
18 Tremont Street, Suite 146
Boston, MA
ARTICLE IX
By-laws of the corporation have been duly adopted and the president, treasurer,
clerk and directors whose names are set forth above, have been duly elected.
IN WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY, I/we, whose
signature(s) appear below as incorporator(s) and whose name(s) and business or
residential address(es) are clearly typed or printed beneath each signature do
hereby associate with the intention of forming this corporation under the
provisions of General Laws, Chapter 156B and do hereby sign these Articles of
Organization as incorporator(s) this 13 day of September, 1996.
/s/ Jeffrey L. Speredelozzi
Jeffrey L. Speredelozzi
Precision Corporate Services. Inc., 18 Tremont Street, Suite 146, Boston, MA
02108
Note: If an existing corporation is acting as incorporator, type in the exact
name of the corporation, the state or other jurisdiction where it was
incorporated, the name of the person signing on behalf of said corporation and
the title he/she holds or other authority by which such action is taken.
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
(General Laws, Chapter 156B)
================================================================================
I hereby certify that, upon examination of these Articles of Organization, duly
submitted to me, it appears that the provisions of the General Laws relative to
the organization of corporations have been complied with, and I hereby approve
said articles; and the filing fee in the amount of $_______ having been paid,
said articles are deemed to have been filed with me this ____ day of ___________
____________ 19 __.
Effective date: ______________________.
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
FILING FEE: One tenth of one percent of the total authorized capital stock, but
not less than $200.00. For the purpose of filing, shares of stock with a par
value less than $1.00, or no par stock, shall be deemed to have a par value of
$1.00 per share.
TO BE FILED IN BY CORPORATION
Photocopy of document to be sent to:
___________________________________________
___________________________________________
___________________________________________
Telephone: ________________________________
NO. 13-3912933
- ---------- The Commonwealth of Massachusetts
Examiner William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
- ----------
Name We, Christopher J. O'Brien, *President
Approved --------------------------------------------------------
and Robert G. Sharp, *Clerk
--------------------------------------------------------
of TWCC Holdings Company, Inc.
---------------------------------------------------------
(Exact name of corporation)
located at c/o Precision Corporate Services, Inc.,
18 Tremont Street, Suite 146, Boston, MA 02108
-------------------------------------------------
(Street address of corporation in Massachusetts)
certify that these Articles of Amendment affecting articles
numbered:
Articles 1 and 3
------------------------------------------------------------
(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended)
of the Articles of Organization were duly adopted at a meeting held
on October 24, 1996, by written consent of both directors and the
sole incorporator, as no shares have been issued.
_______ shares of ______________________ of ____ shares outstanding.
(type, class & series, if any)
_______ shares of ______________________ of ____ shares outstanding.
(type, class & series, if any)
_______ shares of ______________________ of ____ shares outstanding.
(type, class & series, if any)
C [ ] (1)**being at least a majority of each type, class or series
P [ ] outstanding and entitled to vote thereon: / or (2)**being at least
M [ ] two thirds of each type, class or series outstanding and entitled to
R.A. [ ] vote thereon and of each type, class or series of stock whose rights
are adversely affected thereby:
*Delete the inapplicable words **Delete the inapplicable clause.
(1) For amendments adopted pursuant to Chapter 156B, Section 70.
(2) For amendments adopted pursuant to Chapter 1560, Section 71.
Note: If the space provided under any article or item on this form
is insufficient, additions shall be set forth on one side only of
separate 8 1/2 x 11 sheets of paper with a left margin of at least 1
- --------- inch. Additions to more than one article may be made on a single
P.C. sheet so long as each article requiring each addition is clearly
indicated.
To change the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
- --------------------------------------------------------------------------------
WITHOUT PAR VALUE WITH PAR VALUE
- --------------------------------------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- --------------------------------------------------------------------------------
Common: Common: 1,000 $.01
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Preferred: Preferred:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Change the total authorized to:
- --------------------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- --------------------------------------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Common: Common 1,280,000 $.01
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Preferred; Preferred: Blank Check Preferred* $.01
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
* Blank Check Preferred Stock as follows:
775,000 shares of Class A
500,000 shares of Class C
5,000 shares of Class D
Blank Check Preferred Stock
The Board of Directors is authorized, subject to any limitations
prescribed by law and the provisions of these Articles of Organization, as
amended, to provide for the issuance of shares of Preferred Stock, in series,
and by filing a certificate pursuant to the applicable law of the Commonwealth
of Massachusetts (such certificate being hereinafter referred to as the
"Preferred Stock Designation"), to establish from time to time the number of
shares to be included in each such series, and to fix the designation,
preference, voting powers, qualifications and special or relative rights or
privileges of each such series. In the event that at any time the Board of
Directors shall have established and designated one or more series of Preferred
Stock consisting of a number of shares less than all of the authorized number of
shares of Preferred Stock, the remaining authorized shares of Preferred Stock
shall be deemed to be shares of an undesignated series of Preferred Stock unless
or until designated by the Board of Directors as being part of a series
previously established or a new series then being established by the Board of
Directors. Notwithstanding the fixing of the number of shares constituting a
particular series, the Board of Directors may at any time thereafter authorize
the issuance of additional shares of the same series except as set forth in the
Preferred Stock designation.
ARTICLE I
The exact name of the corporation presently is:
TWCC Holdings Company, Inc.
ARTICLE I
The exact name of the corporation is changed to:
Carter Holdings, Inc.
The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws. Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a Later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
Later effective date: ____________________.
SIGNED UNDER THE PENALTIES OF PERJURY, this 25 day of October, 1996,
/s/ Christopher J. O'Brien, *President/[XXXXXXXX]
- -----------------------------------
Christopher J. O'Brien
/s/ Robert G. Sharp
- ----------------------------------- *Clerk/[XXXXXXXX]
Robert G. Sharp
*Delete the inapplicable words.
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156W, Section 72)
================================================================================
I hereby approve the within Articles of Amendment and, the filing fee in the
amount of $________ having been paid, said articles are deemed to have been
filed with me this _______ day of _________ 19 _______.
Effective date:____________________
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:
c/o Precision Corporate Services, Inc.
18 Tremont Street, Suite 146
Boston, MA 02108
October 21, 1996
William Francis Galvin
Secretary of the Commonwealth of Massachusetts:
One Ashburton Place
Boston, Massachusetts 02108-1512
Dear Mr. Galvin:
In December 1994, Carter Holdings, Inc., a Massachusetts corporation, merged
with and into its subsidiary, The William Carter Company, also a Massachusetts
corporation. The Commonwealth of Massachusetts prevents the use of a corporate
name for three years following withdrawal of use of said name, unless the
previous user consents to its release.
Accordingly, we hereby respectfully request the release of the use of the name
"Carter Holdings, Inc." so that the name may be adopted and used by TWCC
Holdings Company, Inc.
THE WILLIAM CARTER COMPANY
By:/s/ Frederick J. Rowan, II
------------------------------
Name: Frederick J. Rowan, II
Title: President and Chief Executive Officer
By:/s/ David A. Brown
------------------------------
Name: David A. Brown
Title: Senior Vice President -
Business Planning & Administration
[WILLIAM CARTER COMPANY LETTERHEAD]